Cautionary Language Concerning Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” provisions created by those sections, that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this communication regarding Vaxart’s strategy, prospects, plans and objectives, results from preclinical and clinical trials, commercialization agreements and licenses, and beliefs and expectations of management are forward-looking statements. These forward-looking statements may be accompanied by such words as “should,” “believe,” “could,” “potential,” “will,” “expected,” “anticipate,” “plan,” “target,” “seek,” “intend,” “may,” “predict,” “project,” “would,” and other words and terms of similar meaning. Examples of such statements include, but are not limited to, statements relating to Vaxart’s ability to develop and commercialize its product candidates, including its vaccine booster products; Vaxart’s expectations regarding clinical results and trial data, and the timing of receiving and reporting such clinical results and trial data; Vaxart’s expected timing for future clinical trials; and Vaxart’s expectations with respect to the effectiveness of its product candidates; expectations regarding collaborations, including the collaboration with Dynavax; expectations regarding the pursuit of strategic partnerships and external funding opportunities for Vaxart’s programs; expectations regarding government funding; and expectations regarding Vaxart’s capital resources and funded runway. Vaxart may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Vaxart makes, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates, and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical studies; decisions by regulatory authorities impacting labeling, manufacturing processes, and safety that could affect the availability or commercial potential of any product candidate, including the possibility that Vaxart’s product candidates may not be approved by the FDA or non-U.S. regulatory authorities; that, even if approved by the FDA or non-U.S. regulatory authorities, Vaxart’s product candidates may not achieve broad market acceptance; that a Vaxart collaborator may not attain development and commercial milestones; that Vaxart or its partners may experience manufacturing issues and delays due to events within, or outside of, Vaxart’s or its partners’ control; difficulties in production, particularly in scaling up initial production, including difficulties with production costs and yields, quality control, including stability of the product candidate and quality assurance testing, shortages of qualified personnel or key raw materials, and compliance with strictly enforced federal, state, and foreign regulations; that Vaxart may not be able to obtain, maintain, and enforce necessary patent and other intellectual property protection; that Vaxart’s capital resources may be inadequate; Vaxart’s ability to resolve pending legal matters; Vaxart’s ability to obtain sufficient capital to fund its operations on terms acceptable to Vaxart, if at all; the impact of government healthcare proposals and policies; competitive factors; and other risks and uncertainties described in the “Risk Factors” sections of Vaxart’s most recent Annual Report on Form 10-K, including amendments thereto, and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Vaxart undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Important Additional Information and Where to Find It

Vaxart has filed a definitive proxy statement and form of white proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Stockholders are able to obtain the Company’s proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at https://investors.vaxart.com/financials-filings/sec-filings.

I understand

Frequently Asked Questions

  • At this critical moment for the Company, continuity, execution, and disciplined oversight matter.
  • The Board and management team are managing several key priorities that we believe have the potential to yield tremendous value.
  • Our Board has been intentionally curated with directors that bring the specialized qualifications and judgment to guide vaccine development, regulatory strategy, financing and commercialization planning.
  • Collectively, Vaxart’s directors have been involved in the development and commercialization of multiple approved therapies and vaccines, successfully guided public biotechnology companies, overseen major acquisitions and worked directly with global regulatory agencies and pharmaceutical partners.
  • We firmly believe that replacing any of our directors at this stage would put important progress and the value of your investment at risk.
  • Our Nominating and Governance Committee and Board reviewed the retail shareholder nominees and determined that none of them are qualified to join our Board.
  • They have no experience overseeing a clinical-stage biotechnology company, advancing vaccine programs, managing regulatory processes or raising capital for a public company.
  • We recognize that the shareholders’ three nominees are professionals in their respective fields. But their careers have nothing to do with Vaxart, our business or the specific regulators with which we interact.  
  • The way to achieve positive results is to have people – like Vaxart’s directors – with the relevant qualifications directly overseeing the Company at this critical time.
  • We encourage you to discard any proxy materials you receive from the retail shareholder group.
  • Do NOT risk your investment. Vote the WHITE proxy card today “FOR” ALL 6 of Vaxart’s nominees and WITHHOLD on the retail shareholder nominees.
  • Only your latest validly executed proxy card counts. We urge you to vote the WHITE proxy card today “FOR” ALL 6 of Vaxart’s nominees and WITHHOLD on the retail shareholder nominees.
  • If you do not vote, your voice will not be heard. Vote the WHITE proxy card today “FOR” ALL 6 of Vaxart’s nominees and WITHHOLD on the retail shareholder nominees.
  • If you have questions or require assistance with voting your shares, please contact Vaxart’s proxy solicitor, Campaign Management, at (855) 264-1527.
  • Vaxart is dedicated to advancing vaccine science to create safe, effective and accessible solutions that protect communities worldwide and empower people to lead healthier lives.
  • We are developing a range of oral recombinant pill vaccines based on our innovative delivery platform. We have the possibility to fundamentally redefine how people receive vaccines.
  • Vaxart is strategically focusing our clinical development on areas where our VAAST platform can drive the greatest patient impact and commercial opportunity.
  • Our Board and management team are always focused on creating shareholder value, and we are confident the steps we are taking now to advance our pipeline are helping us do that.
  • While we are making significant progress, we understand there is more work to do.
  • We are moving with urgency, and we are committed to disciplined execution to realize the market potential of our platform and the opportunities that lie ahead for our shareholders.
  • Our capital allocation strategy balances discipline with the advancement of science, with the goal of positioning the company for stronger strategic and financial outcomes over time.
  • As a clinical stage company, we need sufficient cash runway to achieve our goals.
  • We continue to actively pursue non-dilutive funding and partnerships, as demonstrated by our BARDA support and the Dynavax collaboration, which provide meaningful validation and capital.
  • Our recent agreement with Lincoln Park Capital is another good example, and it’s intended to provide access to capital as needed, rather than requiring us to raise funds all at once.
  • Since joining Vaxart as CEO, Mr. Lo has helped stabilize the Company, restore operational momentum and reposition Vaxart for its next stage of development.
  • During that time, he has led the charge in navigating significant regulatory and financing challenges, while continuing to advance the Company’s clinical priorities.
  • He has served as a fierce advocate for the Company, personally traveling to Washington, D.C., multiple times to secure funding for our programs following BARDA’s stop-work orders. Mr. Lo also played a key role in developing and finalizing our strategic partnership with Dynavax (now Sanofi).
  • Mr. Lo has demonstrated a deep commitment to Vaxart and its shareholders. Importantly, his interests are directly aligned with all other shareholders, as more than 60% of his compensation is in the form of stock incentives with multi-year vesting requirements and approximately 33% of his direct compensation can only be realized if the stock price increases in value.
  • Further, he has never sold a single share.
  • Vaxart is in a significantly stronger strategic and financial position today than when Mr. Lo joined our Company. This progress did not happen by accident. It happened because Mr. Lo has the proven expertise, sense of urgency, and relationships that are critical to success in our industry.
  • Mr. Lo’s continued leadership, along with the rest of the Board, remains vital to Vaxart’s success.
  • The primary purpose of this sentinel cohort is to evaluate safety and immunogenicity.
  • While there will be efficacy-related measures reported, this 400-person sentinel cohort will not provide a statistically significant comparison between Vaxart’s oral pill and mRNA vaccines.
  • More definitive insights are expected to come from our main cohort of approximately 5,000 participants, which is designed and powered to evaluate relative efficacy and safety.
  • We anticipate the primary efficacy and safety data readout from this larger group in early 2027.
  • The use of proceeds would be determined based on need at the time of the sale, with the goal of creating value. This could include any number of our existing priorities, such as ongoing clinical operations, pipeline development, or working capital to maintain financial flexibility.
  • Our focus is on executing our strategy and advancing our clinical programs, which we believe are the primary drivers of long-term value.
  • We will continue to assess relisting based on market conditions and the company’s progress, with the goal of acting in the best interests of shareholders.
  • The recent addition of Dr. James B. Breitmeyer is a prime example of our Board’s commitment to high-level expertise and ongoing refreshment that is aligned with shareholder interests.
  • Dr. Breitmeyer brings over 35 years of directly applicable clinical and regulatory experience to our oversight efforts. We believe this specialized institutional knowledge is vital as we move through high-stakes clinical milestones.