Agreement Terminated

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): October 8, 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 1.02. Termination of a Material Definitive Agreement.   As previously disclosed, Vaxart, Inc. (the “Company”) is a party to the Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”), dated September 15, 2021, with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (together, the “Sales Agents”), pursuant to which the Company was able sell shares of common stock in sales deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. On October 8, 2024, the Company provided notice to the Sales Agents to terminate the Sales Agreement, effective October 18, 2024. The Company will not incur any termination penalties as a result of the termination of the Sales Agreement.   Following such termination, the Company may not offer or sell any additional shares of its common stock under the Sales Agreement or the related prospectus and prospectus supplement. From September 15, 2021 to October 8, 2024, the Company sold 17,501,561 shares of common stock for aggregate gross proceeds of approximately $28.6 million pursuant to the Sales Agreement. The Company does not intend to issue or sell any additional shares of common stock under the Sales Agreement prior to its termination.   The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 16, 2021, and incorporated herein by reference.             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: October 8, 2024     By: /s/ Steven Lo     Steven Lo     President and Chief Executive Officer