The oral vaccine developer urges shareholders to reject a three-person dissident slate as it approaches pivotal clinical and financial milestones.

May 20, 2026

Vaxart, Inc. (OTCQX: VXRT) submitted preliminary proxy materials to the U.S. Securities and Exchange Commission on May 19 ahead of its 2026 Annual Meeting of Stockholders, scheduled for July 16. The South San Francisco-based clinical-stage biotechnology company also issued an open letter pressing shareholders to back its existing Board of Directors against a slate of three challengers put forward by a group of dissident investors.

The contest arrives as Vaxart approaches what management describes as a pivotal phase for its oral recombinant vaccine platform, with several late-stage clinical readouts and financing milestones due over the next twelve months. The Board frames the vote as a referendum on whether the company should be steered by its sitting directors — characterized as biotechnology and regulatory veterans — or by challengers the Board contends lack relevant public-company, clinical, and capital markets experience.

Clinical Pipeline Anchored by COVID-19 Head-to-Head Trial

The cornerstone of Vaxart’s strategic case is its Phase 2b COVID-19 program, conducted in collaboration with the U.S. Biomedical Advanced Research and Development Authority (BARDA). The study is designed as a direct head-to-head evaluation pitting the company’s oral pill vaccine candidate against a commercially available mRNA injectable booster, and is now fully enrolled with approximately 5,400 participants — a 400-person sentinel cohort plus a roughly 5,000-subject main cohort.

Twelve-month safety data from the sentinel group is targeted for the second quarter of 2026, with the primary efficacy and safety readout from the main cohort expected in early 2027. The Board describes the trial as a potential validation point for the company’s Vector-Adjuvant-Antigen Standardized Technology, or VAAST, platform.

Beyond COVID-19, the pipeline includes:

• Norovirus: A bivalent candidate targeting an indication for which no approved vaccine currently exists, with the company actively pursuing partnerships and external funding.
• Influenza: Seasonal and avian programs intended as proof points against market-leading injectables. Earlier Phase 2 challenge data suggested Vaxart’s oral H1 candidate performed at least as well as an approved injectable, and recent preclinical results showed 100 percent protection from its avian influenza candidate.

Balance Sheet Repaired After a Turbulent Year

The letter devotes considerable space to the financial moves Vaxart executed over the past year, framing them as evidence of disciplined stewardship in a difficult environment for clinical-stage biotech. After BARDA issued a stop-work order in February 2025 affecting numerous vaccine programs, Vaxart’s leadership lobbied in Washington and secured the resumption of funding for its COVID-19 study by April of that year.

In November 2025, the company finalized a strategic partnership with Dynavax — since acquired by Sanofi — delivering non-dilutive cash and the prospect of additional milestone payments. Vaxart also relocated its headquarters, reduced its workforce by approximately 21 percent, and entered a $25 million share purchase agreement to provide flexible access to capital. The company closed the first quarter of fiscal 2026 with roughly $61 million in cash, which management says funds operations into the second quarter of 2027.

Boardroom Battle Centers on Qualifications

Vaxart recently added Dr. James Breitmeyer, a clinician and regulatory specialist with more than 35 years in vaccine development, to its Board. Management contends the dissident slate lacks comparable expertise across clinical-stage pharmaceuticals, regulatory matters, capital markets, and public-company governance, and warns that replacing sitting directors with the challengers would destroy shareholder value.

The Board also stressed alignment between leadership and outside investors, noting that CEO Steven Lo personally holds more than 2.5 million shares and has never sold any. Vaxart has launched a dedicated engagement site at Vote.Vaxart.com and signaled that additional communications will follow in the weeks leading up to the July meeting.