Good morning, and welcome to the Vaxart, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Mr. Mark Watson. Please go ahead, sir.
Thank you, operator. Good morning, ladies and gentlemen. My name is Mark Watson, and I am the Lead Independent Director of the Board of Directors of Vaxart, Inc. I'm happy to welcome you to the Vaxart 2026 Annual Meeting of Stockholders, and I am pleased on behalf of myself and all my fellow Directors that you could join us today. This meeting is being held in accordance with the company's bylaws and Delaware law, and I will act as Chair of this meeting. Before I call the meeting to order, I would like to introduce you to Steve Lo, our President, Chief Executive Officer, and fellow Director, and Jeroen Grasman, Senior Vice President, Chief Financial Officer of the company. As an aside, Mr. Grasman will act as Secretary of this meeting.
Also joining on the participant list today are my fellow remaining board members, Jim Breitmeyer, Kevin Finney, Elaine Heron, and David Wheadon.
Thank you, Mark. Also joining the meeting are Benjamin Russell of Thompson Hine, our outside corporate counsel, and Robert Thomas of WithumSmith+Brown, PC, the company's independent public accounting firm.
The meeting will officially now come to order. We will proceed with the business of the meeting as set forth in our notice of annual meeting and proxy statement. After the business of the meeting, we will answer questions from stockholders. If any stockholder wishes to address the chair after the polls have closed, please do so by entering your question in the text box provided on the web portal. Please note that questions must be relevant to the business of this meeting, and while stockholders may submit multiple questions, we will address only as many questions as time will allow, which is approximately 15 minutes. It is now 11:32 A.M., and I declare that the polls are open on the proposals being voted on here today. If you have already voted by submitting your valid proxy, it is not necessary to vote again.
Will the secretary please report at this time with respect to the mailing of the proxy materials for the meeting and the list of stockholders?
I have at this meeting a complete list of the stockholders of record of the company's common stock as of the close of business on May 26, 2026, the record date for this meeting. I also have with me an affidavit certifying that commencing on or about June 1st, 2026, the notice of 2026 annual meeting of stockholders, the company's proxy statement, and the company's 2026 annual report on Form 10-K and Amendment number one on Form 10-K/A for the fiscal year ended December 31st, 2025, were sent to all stockholders of record at the close of business on the record date. At this time, I'd like to introduce Mr. Michael Barbera. We have appointed Mr. Barbera to act as the Inspector of Election at this meeting.
Mr. Barbera has taken and subscribed the customary oath of office to execute his duties with strict impartiality, which will be filed with the records of this meeting. His function is to ascertain the number of outstanding shares of common stock entitled to vote at the meeting, determine the shares present virtually or represented by proxy at the meeting, count the votes and ballots, and certify the final voting results. I will report at this time with respect to the existence of a quorum. I have been informed by the Inspector of Election that proxies have been received for 110,631,100 of the 242,044,838 shares of common stock outstanding and entitled to vote on the record date, which represents approximately 45.71% of the total number of shares of common stock entitled to vote at the meeting.
This constitutes a quorum for the meeting today. We may now carry out the official business of the meeting. All stockholders of record entitled to vote at this meeting have the ability to do so online. If you are a stockholder of record who is entitled to vote and you have not yet voted by proxy, or if you are a stockholder of record and you would like to change the vote reflected in a previously submitted proxy, please do so via the Vote Now button on the meeting website. Please remember that if you have already submitted a proxy to vote your shares, whether by mailing in a valid proxy card or submitting your proxy online, and you do not want to change your vote, it is not necessary to vote again. We will now proceed with the formal business of this meeting.
There are three proposals to be considered by the stockholders at this meeting, each of which has been summarized in a proxy statement for the meeting. The first item of business today is the election of James B. Breitmeyer, MD, PhD, Kevin P. Finney, Elaine J. Heron, PhD, Steven Lo, W. Mark Watson, CPA, and David Wheadon, MD, as directors of the company, each to hold office until the 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. We will refer to this proposal as the director election proposal. The second item of business is the vote to ratify the appointment by the company's audit committee of WithumSmith+Brown as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. We will refer to this proposal as the accountant ratification proposal.
The third item of business is to vote on the approval on a non-binding advisory basis of the compensation of our named executive officers as disclosed in the proxy statement. We will refer to this proposal as the say on pay proposal. That was the final proposal for today's meeting. I will now describe the voting procedure. We will now ask stockholders to vote on the director election proposal, the accountant ratification proposal, and the say on pay proposal. Voting is by proxy and by online ballot. You do not need to vote at this meeting if you have already submitted your signed and valid proxy card or submitted your valid proxy prior to the meeting. If there's anyone in attendance who wants to vote now, stockholders may cast their vote electronically using the ballot provided in this virtual meeting platform and as described in the proxy statement.
This is the last call to submit your ballot. Each share of Vaxart common stock is entitled to one vote. I will now pause for approximately one minute to allow stockholders to cast their vote. You will hear a silence on this line. It is now 11:40 A.M. East Coast time. I declare that the polls are closed on all of the proposals. The voting has been completed. I will now present the preliminary results of the voting. The report of the inspector of election covering the proposals presented at this meeting is as follows. The proposal to elect James B. Breitmeyer, MD, PhD, Kevin P. Finney, Elaine J. Heron, PhD, Steven Lo, W. Mark Watson, CPA, and David Wheadon, MD, as directors, has carried. The accountant ratification proposal is approved. The say on pay proposal did not pass.
We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the date of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the business of today's meeting. We will now address questions, bearing in mind that we are not at liberty to share any material, non-public information. As a reminder, questions must be relevant to the business of this meeting. Stockholders may submit multiple questions. However, we will only address as many questions as time allows, which will be approximately 15 minutes.
Following answers may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. A number of factors could cause actual results to differ materially from the results discussed in forward-looking statements, including, but not limited to, the risks set forth in the Risk Factors section in Vaxart's annual report on Form 10-K for the year ended December 31st, 2025, as amended. Vaxart assumes no duty and does not undertake to update any forward-looking statements. A stockholder has asked, "Is the reverse split off the table for the foreseeable future?
Hi, this is Steve Lo. Let me go ahead and address that question. Thanks to all the stockholders for submitting their questions today. The answer to the question around, is the reverse stock split off the table for the foreseeable future? What I can say is that we are not working on a reverse stock split at the present moment. We are focused on ensuring that we continue to execute our corporate strategy and our plan. The answer is not at this time.
Thank you, Steve. This question from another stockholder has come in. "Have you been contacted regarding a potential partnership with norovirus following the release of the 400-participant sentinel cohort data?
In terms of the Noro partnership discussions, we have maintained ongoing conversations with various companies related to a potential partnership. The other additional information I will add is, and I'm sure the stockholders will agree with us on this, we value the norovirus assets as a high value for the company and for our stockholders, and we want to ensure that we are getting not only a fair partnership and offer, but also one that shows the value of this. From our standpoint, even though conversations occur, we only are going to be interested in offers that realize the full value of the potential of the norovirus market and the fact that we have essentially one of the only norovirus vaccine candidates in development. There's only one competitor out there, and that all needs to be reflected whenever we look at partnership opportunities.
Thank you, Steve. The second question from a stockholder, "Has Vaxart's board fully considered shareholder feedback regarding the decision against the reverse stock split this year and in the coming years until the Nasdaq listing?
Thanks. It looks like there are a few questions related to the reverse stock split, once again, I'll address those questions by saying that at the present moment, we are not working on a reverse stock split. We are working on making sure, as I mentioned earlier, that we execute our corporate strategy, our plan in completing the COVID-19 study, as well as looking for potential norovirus partnerships. Yes, it is important for us to listen to the stockholders. This is one of the reasons why we did not propose a reverse stock split during this annual meeting, because we did hear from the stockholders, and your opinion does matter.
Thank you, Steve. The next question focuses on the Sentinel cohort data. "Could you please provide further details on the efficacy and safety findings from the 400 Sentinel cohort data in layman's terms? Are you and BARDA satisfied with these results, is BARDA also providing funding for additional projects? If so, could you please specify the timeline and nature of those projects?
Yes. As a reminder, Vaxart announced our top-line 12-month safety data from the 400-participant Sentinel cohort on July 6th. For our stockholders, if you want to consult the press release there's certainly some details there. At a high level, what I will tell you is there's two areas in layman's terms that we look at in terms of drug development and whether it's a drug or a vaccine. You first look at safety, and then secondly, you look at efficacy. From a safety standpoint, at a top line, we were very happy to see that when you look at certain aspects of safety like systemic impact, et cetera, that the Vaxart cohort did much better than the mRNA. For those stockholders out there who have taken an mRNA vaccine in the past, I'm sure you know what those systemic effects could be.
We were really happy to, once again, reinforce that. We've said that in the past, and we've seen this in other studies that we have cumulatively dosed over 1,000 subjects. This, once again, reinforces the safety of our platform. Again, very happy. I can't speak for BARDA, but I'm sure they're very pleased with the fact that with their investment in the study, that they were able to see the safety. From an efficacy standpoint, again, this is only the 400 subjects, so it wasn't necessarily powered or had the objective to compare against mRNA on efficacy. With that said, if you look at the numbers, they're certainly very close. Again, at a high level at Vaxart, we're very excited about that, right? We developed an oral COVID vaccine, and it certainly works.
If you look at the numbers on the mRNA side, one could at least look at the numbers and say, "Boy, they're pretty close." We, of course, at Vaxart, are very, very happy with that. Of course, time will tell as we go into the 5,000 subject cohort, but once again, here at Vaxart, I know on behalf of the board and the management team and the employees, we're very happy to see this progress in the Sentinel 400. In terms of the other part of the question around is BARDA going to provide funding for additional projects? The way I'll answer that question is, number one, we are one of the few companies left in terms of having an agreement with BARDA. As many of you all know, back in 2025, BARDA canceled a lot of projects.
We are one of the companies that is sort of last company standing on a program with BARDA for COVID-19. Again, we're very happy about that, and that does allow us to always have weekly interactions with BARDA. I would say that being in partnership with them will certainly give us the opportunity, should there be additional funding for other projects, that we would believe that we may have the upper hand there. Again, it's always going to be based on how much funding BARDA is willing to release and what programs are a priority for them.
Thank you, Steve. The next question coming in is around the share price as it has been trending over the last few years. The question is, "It seems retail investors are being intentionally attacked. Share value has been declining over the last several years. What is the board's response given the reality of this situation?
Yeah.
Yeah
I first say that from our standpoint, we share in your disappointment with where the stock price is. I will let Mark comment on this shortly as well, what I will say is, just as a reminder, whether it is the board, the employees, or management, we are all owners of the stock. Part of our compensation also comes from this. We have no intention of wanting the stock to ever go in the wrong direction, we really do share in the belief with all the stockholders that this company can do better, is undervalued, and this is why we are focused on our corporate strategy to continue to execute our COVID-19 study, looking for partnerships, et cetera. Let me turn it over to Mark, if you want to also say a few comments in regards to this.
Sure. Thank you, Steve, good question, welcome from my perspective to hear it. Yes, we are disappointed in the value, to echo on what Steve has said, again, we have a very large retail shareholder base at the moment. We are really not trying to inhibit anybody in terms of value creation. We are really trying to create value for all shareholders, whether it is an institution or an individual on the board or a management person or just a retail shareholder. Please accept Steve's comment as the feelings of the board in that regard.
I would also add that our goal is to continue to work and execute against our strategy, and we believe that based on, for example, the recent information from the 400-patient cohort study that was revealed and the upcoming milestones over the next 12 months will really guide us in the right direction.
Thank you, Mark. The next question I'm going to ask is around the sentinel cohort data. Is there an estimated timeline for when more in-depth sentinel data will be released?
In terms of the additional information that we can garner from the sentinel data, we haven't publicly released a timeline for that. One of the reasons is there's some work to be done on the analysis of the samples. Secondly, that's also dependent on when and if BARDA would allow that information to be released. As a reminder, since BARDA's paying for the full study and they are our partner here, they do have the final say in terms of when and if data can be released.
Thank you, Steve. I have an additional question around the reverse split from a shareholder. Recently, Vaxart management mentioned a removal of reverse split initiative on this year's ballot. With this year's vote cast and a stated Q2 2027 runway happening before next year's vote, does management forecast a special meeting to revive the reverse split initiative?
Yeah, we currently don't have a plan for a special meeting, as I stated earlier. At this point, we would prefer to continue to execute our plan. In the best-case scenario, the stock price grows organically. We certainly believe that there are opportunities to do that, especially what we have done recently, which is release some good safety data out of the Sentinel cohort of the COVID study.
Okay. Thank you, Steve. Next question is around norovirus. Can Vaxart elaborate on the timeline towards advancing its norovirus pipeline into a phase II clinical study?
Yeah, in terms of the norovirus going into phase II, what we have stated publicly in prior settings and even in recent fireside chats, is that that is dependent on additional funding. Right now, in order to do that would involve a partnership, and this is why, once again, we don't want to proceed on something until we have a commitment from a partner.
Great. Thank you. Next question is around non-dilutive funding. Have you reached out to the Gates Foundation to solicit funding?
In terms of the Gates Foundation, we do have, as many of the stockholders know, an ongoing commitment with the Gates Foundation. As everyone knows, we were funded by them on the lactating mother study, which we announced results in the prior year. This also allows us to continue to have dialogue and work with them, and I can certainly say that they're aware of what we're working on, and we're always trying to find ways for non-dilutive funding, not just with the Gates Foundation, but with other entities such as BARDA, such as other government entities, et cetera. This is a good opportunity for us now that we have the sentinel cohort data to, again, get in front of people and talk about what our opportunities are.
It's always predicated on what's important for the funder, if it meets a priority for them, and as well as the fact that they have the adequate funding.
Thank you, Steve. Next question is around our collaboration, I guess, with Altesa. Can you please provide details regarding the Altesa licensing agreement regarding milestone payments as to when they happen, what amounts, and especially in light of their successful phase II challenge trial and May launch of their phase II-B study?
Yes. In terms of the Altesa Biosciences agreement, just as a reminder, this was entered between Vaxart and Altesa Biosciences back in, I want to say, 2021, and it was around the development, manufacturing, and commercialization of an asset that came through in a reverse merger that Vaxart was a part of. There is an asset called Vapendavir, and Altesa has that. What we have publicly released, and it's in our 10-K, please consult that, is that Vaxart's eligible to receive up to $130 million in total payments if Altesa is successful. Those include tier royalties that are going to be in low single digits to low double digits based on global net product sales, and it does involve a few indications. Again, for more details, I would certainly consult our 10-K, which we have written up information about that. Thanks for the question about that.
Great. Thank you, Steve. The next question is around our influenza program. Can Vaxart discuss the potential of advancing its flu vaccine candidate via funding such as the recently announced $500 million philanthropic effort called Intercept?
Yeah. As I mentioned earlier, there's a lot of non-dilutive funding sources, and we always look for them. The reason why we look for them is because of the fact that we've already been fairly successful with one non-dilutive opportunity with COVID and BARDA, as well as with the Gates Foundation with the lactating mother study. This is an area that the company does spend some time on, especially as I know the stockholders on the call here are always wanting to ensure that we don't automatically look for dilutive options. This always is an important option for us, which we are pursuing. Again, decisions are made by the funding source, and it's always going to be based on whether it's their priority and whether or not they have the budget for it.
Thank you, Steve. Next question is around our shareholder meeting format. The question is, when will in-person shareholder meetings resume for Vaxart?
In terms of in-person shareholder meetings, one of the things we also look at is we want to provide the best and equal opportunity for all stockholders to participate. As a result, we have stockholders that are actually across the world, and we also benchmark what companies like us in our space typically do. Generally now, most companies in our space are conducting the virtual stockholder meeting. As a result, we still open up for questions. We're answering questions right now. From our perspective, I think we are providing the best access for our stockholders to interact with management and the board.
Yeah. Thank you.
Steve, it's Mark. I would echo your comments, also let our shareholders know that we continually do monitor items such as this to be sure that we are reaching out and touching as many shareholders as we can.
Thank you, Mark. The next question is, what is our cash runway for Vaxart? I can take that particular question myself. The cash runway, as previously announced in our 10-Q statement, is through Q2 of 2027. The next question is around back to our COVID program. Question is: Was the COVID vaccine used in the main 5,000-participant cohort changed at all to target a different strain or using the updated platform?
Yes. In terms of the platform question, we are using our newer constructs for the COVID vaccine candidates. In the Sentinel 400, the target was the XBB strain, which was the current prevalent strain at that point in time. It was also matched with an mRNA that was targeted towards that strain. In the 5,000-subject cohort, it was updated to the KP.2 strain, which again, also the mRNA was targeted towards the KP.2 strain. We did the best we could in terms of the match. The other piece I will say is I'm very proud of the manufacturing team because we had to pivot very quickly from a clinical trial perspective to be able to manufacture that strain, we were able to do that in a very timely manner.
Again, on the updated platform, just as a reminder, that is using the current second-generation constructs that we also have referenced in the norovirus phase I study.
Thank you. As we're approaching time, I'll take one more question here for Steve. Has Sanofi/Dynavax expressed any comments about the 400 cohort thus far? Has a flu program at all been discussed or presented with them to see if a continuation of the partnership on other parts of the pipeline?
Thanks for the question. We're always in contact with the Dynavax/Sanofi team. They are very up to date on not just what's happening with COVID, but they also are aware of our norovirus asset, and they are aware that we have another respiratory program in flu. That's certainly an ongoing discussion. I am sure that they are also pleased because we have always set the reference point that we believe that this COVID vaccine is generally going to be safer than an mRNA, and given the top-line results and the safety data that was supported, and I'm sure that they have been very happy to see that as well.
We've addressed all questions that we'll be able to address at this meeting. If you have a question that was not addressed at this meeting, we do invite you to share your question with the company following this meeting. We will endeavor to address them in accordance with our normal investor relations procedures. We appreciate all of our investors at Vaxart, and we thank you for your input as well as your investment and interest in Vaxart. I will now turn the floor back to the chair of this meeting.
Thank you, Jeroen and Steve, for your participation. This does conclude the Q&A portion of the meeting, and I'd like to take on behalf of all of management and the board of directors, a thank you to everyone for attending the meeting this year. With that, I wish you all a good day and conclude the meeting. Thank you.
The meeting has now concluded. Thank you for your participation. You may now disconnect.