Material Agreement · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): February 21, 2025   Vaxart, Inc. (Exact name of registrant as specified in its charter)   Delaware   001-35285   59-1212264 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   170 Harbor Way, Suite 300 , South San Francisco , California   94080 (Address of principal executive offices)   (Zip Code)   Registrant ’ s telephone number, including area code: ( 650 ) 550-3500   Not Applicable (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading symbol   Name of each exchange on which registered Common Stock , $0.0001 par value   VXRT   The Nasdaq Capital Market   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         Item 1.01 Entry into a Material Definitive Agreement.   To the extent required by this Item 1.01, the disclosure set forth under Item 8.01 is hereby incorporated into this Item 1.01 by reference.   Item 8.01. Other Information.   On February 21, 2025, Vaxart, Inc. (the “Company”) received written notification from Advanced Technology International (“ATI”) in the form of stop work orders (the “Notices”) directing the Company to stop work on all of the Company’s efforts with respect to the Agreement and modifications under Project Agreement No. 01; RRPV-24-04-NGVx-003, dated June 13, 2024 (the “Project Agreement”), with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by the Biomedical Advanced Research and Development Authority (“BARDA”) of the U.S. Department of Health and Human Services, with the exception that the Company may continue efforts associated with the per protocol follow-up for the 400-person cohort.   The Notices stated that the stop work order is in effect for a period of 90 days after the date of the Notices and, that within a period of 90 days, ATI, as directed by the Government, will either cancel the stop-work order, extend the stop work, or terminate the work covered by the letter as provided in Article 13.4 of the Project Agreement.   Forward-Looking Statements   Statements contained or incorporated by reference in this Current Report on Form 8-K which relate to other than strictly historical facts, such as statements about the Company’s receipt of any additional funding of under the Project Agreement, and about any actions that ATI, BARDA, or another part of the United States government may take to cancel the stop work order, extend the stop work order, or terminate the work covered by the Project Agreement. The words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” and similar expressions identify forward-looking statements that speak only as of the date of this Current Report on Form 8-K. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to many factors including, but not limited to, risks and uncertainties associated with the Company’s ability to achieve milestones and deliverables under the Project Agreement and achieve successful results in the Trial, the Company’s continuing operating losses, and other risks detailed in the Company’s most recent Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, other than as may be required under applicable law.         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     VAXART, INC.     Dated: February 24, 2025     By: /s/ Phillip Lee     Phillip Lee     Chief Financial Officer