Delisting Notice

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):   September 19, 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   *   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. ☐   * The registrant’s common stock is quoted on the OTCQX® Best Market under the symbol “VXRT.”         Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.   As previously reported by Vaxart, Inc. (the “Company”), on August 27, 2025, the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granted the Company’s request to continue its listing on Nasdaq subject to the Company’s (i) receipt of shareholder approval for a reverse stock split on or before September 5, 2025, (ii) completion of such reverse stock split on or before October 6, 2025, and (iii) demonstration of compliance with Nasdaq’s minimum bid price requirement (the “Panel’s Conditions”). On September 18, 2025, the Company withdrew its proposal to effect a reverse stock split of the Company’s common stock ahead of its adjourned special meeting of stockholders.   On September 19, 2025, the Company received a letter from the Office of the General Counsel of Nasdaq, stating that the Company’s securities will be delisted from Nasdaq as a result of the Company’s noncompliance with the Panel’s Conditions.   Trading in the Company’s common stock on Nasdaq was suspended at the open of trading on July 8, 2025. The Company’s common stock is currently quoted on the OTCQX® Best Market under the symbol “VXRT.”         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Date: September 19, 2025   VAXART, INC.           /s/ Steven Lo     Steven Lo     President and Chief Executive Officer