Note 1 - Organization and Basis of Presentation	12 Months Ended
Dec. 31, 2019
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	VAXART, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements 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 Consolidated 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 Consolidated 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 the effective date of the March 2019 Offering. The aggregate fair value of these warrants at issuance was estimated to be $100,000 (see Note 12 ), 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 entitled the holder to purchase one share of common stock for $0.10, was immediately exercisable, subject to certain ownership limitations, and was exercisable at any time until all of the pre-funded warrants were 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 December 31, 2019, a further $0.8 million had been received from the exercise of all of 8,165,455 pre-funded warrants issued in the April 2019 Offering. 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 12 ), which was recorded in offering costs. On September 30, 2019, the Company completed a public underwritten offering (the “September 2019 Offering”) of 26,124,828 shares of common stock (including 3,558,161 shares of common stock issued upon the partial exercise by the underwriters of their option to purchase 4,000,000 shares), 4,100,000 pre-funded warrants, and warrants to purchase 30,666,667 shares of common stock (including 4,000,000 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 $0.30, and each pre-funded warrant with an accompanying common stock warrant was sold for $0.20, 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 imitations, 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 $0.30, is exercisable immediately, subject to certain ownership limitations, and will expire five years from the date of issuance. The total gross proceeds from the September 2019 Offering to the Company were $8.7 million. After deducting underwriting discounts, commissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company were $7.7 million. In addition, as of December 31, 2019, $0.4 million had been received from the exercise of all of the 4,100,000 pre-funded warrants issued in the September 2019 Offering and a further $0.2 million had been received from the exercise of 598,067 of the common stock warrants issued in the September 2019 Offering. Pursuant to the terms of an underwriting agreement, the Company paid the underwriters aggregate commissions and reimbursable costs of $713,000. In addition, the Company issued the underwriters’ designees 2,115,738 common stock warrants at the closing of the September 2019 Offering, each warrant entitling the holder to purchase one share of common stock for $0.375 at any time within five years of their issuance date. The aggregate fair value of these warrants at issuance was estimated to be $497,000 (see Note 12 ), which was recorded in offering costs. As a result of the funds received in the March 2019 Offering, the April 2019 Offering and the September 2019 Offering, along with cost reductions afforded by restructuring (see Note 14 ) and the proceeds received from the registered direct offering completed on March 2, 2020 ( the “March 2020 Offering”) and from the exercise of warrants (see Note 19 ), substantial doubt about the Company’s ability to continue as a going concern no longer exists. 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.

VAXART, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

NOTE

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.

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 Consolidated 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 Consolidated 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.

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 the effective date of the

March 2019

Offering. The aggregate fair value of these warrants at issuance was estimated to be

$100,000

(see Note

), which was recorded in offering costs.

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 entitled the holder to purchase

one

share of common stock for

$0.10,

was immediately exercisable, subject to certain ownership limitations, and was exercisable at any time until all of the pre-funded warrants were 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

December 31, 2019,

a further

$0.8

million had been received from the exercise of all of

8,165,455

pre-funded warrants issued in the

April 2019

Offering.

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

), which was recorded in offering costs.

September 30, 2019,

the Company completed a public underwritten offering (the

“September 2019

Offering”) of

26,124,828

shares of common stock (including

3,558,161

shares of common stock issued upon the partial exercise by the underwriters of their option to purchase

4,000,000

shares),

4,100,000

pre-funded warrants, and warrants to purchase

30,666,667

shares of common stock (including

4,000,000

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

$0.30,

and each pre-funded warrant with an accompanying common stock warrant was sold for

$0.20,

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 imitations, 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

$0.30,

is exercisable immediately, subject to certain ownership limitations, and will expire

five

years from the date of issuance.

The total gross proceeds from the

September 2019

Offering to the Company were

$8.7

million. After deducting underwriting discounts, commissions and offering expenses payable by the Company, the aggregate net proceeds received by the Company were

$7.7

million. In addition, as of

December 31, 2019,

$0.4

million had been received from the exercise of all of the

4,100,000

pre-funded warrants issued in the

September 2019

Offering and a further

$0.2

million had been received from the exercise of

598,067

of the common stock warrants issued in the

September 2019

Offering.

Pursuant to the terms of an underwriting agreement, the Company paid the underwriters aggregate commissions and reimbursable costs of

$713,000.

In addition, the Company issued the underwriters’ designees

2,115,738

common stock warrants at the closing of the

September 2019

Offering, each warrant entitling the holder to purchase

one

share of common stock for

$0.375

at any time within

five

years of their issuance date. The aggregate fair value of these warrants at issuance was estimated to be

$497,000

(see Note

), which was recorded in offering costs.

As a result of the funds received in the

March 2019

Offering, the

April 2019

Offering and the

September 2019

Offering, along with cost reductions afforded by restructuring (see Note

) and the proceeds received from the registered direct offering completed on

March 2, 2020 (

the

“March 2020

Offering”) and from the exercise of warrants (see Note

), substantial doubt about the Company’s ability to continue as a going concern

longer exists.

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.