Vaxart shareholders ‘condemn’ board decision to adjourn reverse stock split vote

Richard John Burgess, Daniel Houle, Michael Patrick Kelley, Marc Eustace Pereira, Patrice Raffy, Benjamin Sauv, Matthew Wallace, and David Whitney, who collectively beneficially own more than 2.5M shares of Vaxart (VXRT), commented on what they consider to be misleading and potentially manipulative communications issued by the Company regarding its proposed reverse stock split at the special meeting of stockholders, originally scheduled to be held on September 5. The company said, “In an August 29th press release, Vaxart stated that Nasdaq had granted a compliance extension to the Company contingent upon three conditions: stockholder approval of a reverse stock split by September 5, 2025, completion of the reverse stock split by October 6, 2025 and regaining compliance with the $1.00 minimum bid price requirement by October 17, 2025. While the Company convened the Special Meeting as scheduled, the Board of Directors abruptly adjourned the Special Meeting until September 19, 2025, without releasing the voting results. This was despite a valid quorum having been achieved with proxies representing approximately 64.25% of the outstanding common stock entitled to vote. The Board’s action has raised significant concerns among stockholders, who believe the Company’s messaging has been designed to pressure votes in favor of the reverse stock split. Further, in a September 8th press release, the Company attempted to justify the adjournment by claiming it was intended to give stockholders more time to consider ‘recent changes in Board composition, additional governance changes that the Board is considering and may announce, as well as potential other disclosures from the Company.’ Yet, the Board offered no specifics, leaving stockholders in the dark. The vague explanation only heightened concerns that the Board is deliberately withholding information while it maneuvers to push through a reverse stock split that stockholders have already rejected on multiple occasions. We believe it is inappropriate for the Company to tease potential further announcements seemingly in the hope of swaying additional support for the reverse stock split. The Board’s pattern of decision-making and apparent disregard for the will of the Company’s stockholders raises serious concerns about the Board’s governance, transparency and respect for stockholder rights. The Concerned Vaxart Stockholders demand immediate transparency from the Board regarding the voting results from the Special Meeting, Nasdaq’s true conditions for relisting given the Company’s failure of the first purported requirement and the additional governance changes to be implemented at the Company.”