Executive Change

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 27, 2024   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On February 27, 2024, the Board of Directors (the “Board”) of Vaxart, Inc. (the “Company”) adopted the Vaxart, Inc. 2024 Inducement Award Plan (the “2024 Inducement Plan”). The 2024 Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board or the independent members of the Board. The Board reserved 3,000,000 shares of the Company’s common stock for issuance under the 2024 Inducement Plan, subject to adjustment as provided in the plan document.   The terms of the 2024 Inducement Plan are substantially similar to the terms of the Company’s 2019 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the 2024 Inducement Plan and equity awards under the 2024 Inducement Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.   The Board also adopted a form of restricted stock unit award grant notice and award agreement (the “Inducement RSU Grant Package”) and a form of stock option grant notice and stock option agreement (the “Inducement Stock Option Grant Package”) for use under the 2024 Inducement Plan.   The foregoing description of the 2024 Inducement Plan, the Inducement RSU Grant Package, and the Inducement Stock Option Grant Package does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Inducement Plan, the Inducement RSU Grant Package, and the Inducement Stock Option Grant Package, which are filed herewith as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits.     (d) Exhibits   Exhibit Description     10.1 Vaxart, Inc. 2024 Inducement Award Plan. 10.2 Form of Restricted Stock Unit Award Grant Notice and Award Agreement. 10.3 Form of Stock Option Grant Notice and Stock Option Agreement. 104 Cover Page Interactive Data File (embedded within Inline XBRL document).         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 29, 2024     By: /s/ MICHAEL J. FINNEY     Michael J. Finney, Ph.D.     Interim Chief Executive Officer