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Note 1 - Organization and Basis of Presentation
6 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
NOTE
1.
  
Organization and Basis of Presentation
 
General 
 
Vaxart Biosciences, Inc. was originally incorporated in California in
March 
2004,
under the name West Coast Biologicals, Inc. The Company changed its name to Vaxart, Inc. (“Private Vaxart”) in
July 
2007,
and reincorporated in the state of Delaware.
 
On
February 13, 
2018,
Private Vaxart completed a business combination with Aviragen Therapeutics, Inc. (“Aviragen”), pursuant to which Aviragen merged with Private Vaxart, with Private Vaxart surviving as a wholly-owned subsidiary of Aviragen (the “Merger”). Pursuant to the terms of the Merger, Aviragen changed its name to Vaxart, Inc. (together with its subsidiaries, the “Company” or “Vaxart”) and Private Vaxart changed its name to Vaxart Biosciences, Inc. All of Private Vaxart’s convertible promissory notes and convertible preferred stock was converted into common stock, following which each share of common stock was converted into approximately
0.22148
shares of the Company’s common stock (the “Conversion”). Except as otherwise noted in these Financial Statements, all shares, equity securities and per share amounts of Private Vaxart are presented to give retroactive effect to the Conversion.
 
Immediately following the completion of the Merger, the Company effected a reverse stock split at a ratio of
one
new share for every
eleven
shares of the Company’s common stock outstanding (the “Reverse Stock Split”). Except as otherwise noted in these Financial Statements, all share, equity security and per share amounts are presented to give retroactive effect to the Reverse Stock Split.
 
Immediately after the Reverse Stock Split there were approximately
7.1
 million shares of the Company’s common stock outstanding. Private Vaxart’s stockholders, warrantholders and optionholders owned approximately
51%
of the fully-diluted common stock of the Company, with Aviragen’s stockholders and optionholders immediately prior to the Merger owning approximately
49%
of the fully-diluted common stock of the Company. The Company also assumed all of Private Vaxart’s outstanding stock options and warrants with proportionate adjustments to the number of underlying shares and exercise prices based on an exchange ratio, based on the combined impact of the Conversion and the Reverse Stock Split, of approximately
0.0201346
shares of the Company for each share of Private Vaxart.
 
On
March 
20,
2019,
the Company completed a registered direct offering (the
“March 2019
Offering”) of
1,200,000
shares of the Company’s common stock. The total gross proceeds from the offering to the Company were
$3.0
million. After deducting placement agent fees and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled
$2.5
million. Pursuant to the terms of the engagement letter with the placement agents, the Company paid the placement agents aggregate fees and reimbursable costs of
$320,000.
In addition, the Company issued the placement agents’ designees
84,000
common stock warrants at the closing of the
March 2019
Offering, each warrant entitling the holder to purchase
one
share of common stock for
$3.125
at any time within
five
years of their issuance date. The aggregate fair value of these warrants at issuance was estimated to be
$100,000
(see Note
10
), which was recorded in offering costs.
 
On
April 11, 2019,
the Company completed a public underwritten offering (the
“April 2019
Offering”) of
925,455
shares of common stock,
8,165,455
pre-funded warrants, and warrants to purchase
10,454,546
shares of common stock (including
1,363,636
common stock warrants issued upon the exercise by the underwriters of their option to purchase such warrants). Each share of common stock with an accompanying common stock warrant was sold for
$1.10,
and each pre-funded warrant with an accompanying common stock warrant was sold for
$1.00,
with the amount paid for each accompanying common stock warrant being
$0.10.
Each pre-funded warrant entitles the holder to purchase
one
share of common stock for
$0.10,
is immediately exercisable, subject to certain ownership limitations, and
may
be exercised at any time until all of the pre-funded warrants are exercised in full. Each common stock warrant entitles the holder to purchase
one
share of common stock for
$1.10,
is exercisable immediately, subject to certain ownership limitations, and will expire
five
years from the date of issuance.
 
The total gross proceeds from the
April 2019
Offering to the Company were
$9.3
million. After deducting underwriting discounts, commissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company were
$8.1
 million. In addition, as of
June 30, 2019
, a further
$0.6
 million had been received from the exercise of pre-funded warrants and
1,646,364
pre-funded warrants remained outstanding.
 
Pursuant to the terms of an underwriting agreement, the Company paid the underwriters aggregate commissions and reimbursable costs of
$750,000.
In addition, the Company issued the underwriters’ designees
636,364
common stock warrants at the closing of the
April 2019
Offering, each warrant entitling the holder to purchase
one
share of common stock for
$1.375
at any time within
five
years of their issuance date. The aggregate fair value of these warrants at issuance was estimated to be
$333,000
(see Note
10
), which was recorded in offering costs.
 
The Company’s principal operations are based in South San Francisco, California, and it operates in
one
 reportable segment, which is the discovery and development of oral recombinant protein vaccines, based on its proprietary oral vaccine platform.
 
Liquidity and Going Concern
 
Since incorporation, the Company has been involved primarily in performing research and development activities, hiring personnel, and raising capital to support these activities. The Company has experienced losses and negative cash flows from operations since its inception.
As of
June 30, 2019
, the Company had an accumulated deficit of $
105.0
million and a loan with an outstanding balance of $
2.8
million from Oxford Finance, LLC (“Oxford Finance”), repayable in monthly installments by
January 2021 (
see Note
8
).
 
The Company expects to incur increasing costs as research and clinical trials are advanced and, therefore, expects to continue to incur losses and negative operating cash flows for the next several years. Absent additional funding or adjustments to currently planned operating activities, management believes that the Company’s cash and cash equivalents of $
16.3
million held as of
June 30, 2019
, are sufficient to fund the Company into, but probably
not
beyond, the
first
quarter of
2020.
 
The Company reviews its operations and clinical plans on a continuing basis, including its commitments for upcoming clinical trials. The Company plans to finance its operations with royalty revenue on sales of Inavir, additional equity or debt financing arrangements, and potentially with additional funding from government contracts or strategic alliances with partner companies. The availability and amount of such funding is
not
certain.
 
The uncertainties inherent in the Company’s future operations and in its ability to obtain additional funding raise substantial doubt about its ability to continue as a going concern beyond
one
year from the date these financial statements are issued. The financial statements do
not
include any adjustments that might result from the outcome of this uncertainty.
 
While management believes its plan to raise additional funds will alleviate the conditions that raise substantial doubt, these plans are
not
entirely within its control and cannot be assessed as being probable of occurring.  If adequate funds are
not
available, the Company
may
be required to reduce operating expenses, delay or reduce the scope of its product development programs, obtain funds through arrangements with others that
may
require the Company to relinquish rights to certain of its technologies or products that the Company would otherwise seek to develop or commercialize itself, or cease operations.