0001437749-20-013653.txt : 20200623 0001437749-20-013653.hdr.sgml : 20200623 20200623162423 ACCESSION NUMBER: 0001437749-20-013653 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200622 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20200623 DATE AS OF CHANGE: 20200623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vaxart, Inc. CENTRAL INDEX KEY: 0000072444 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 591212264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35285 FILM NUMBER: 20982451 BUSINESS ADDRESS: STREET 1: 385 OYSTER POINT BOULEVARD, SUITE 9A CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 550-3500 MAIL ADDRESS: STREET 1: 385 OYSTER POINT BOULEVARD, SUITE 9A CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Aviragen Therapeutics, Inc. DATE OF NAME CHANGE: 20160413 FORMER COMPANY: FORMER CONFORMED NAME: Biota Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20121113 FORMER COMPANY: FORMER CONFORMED NAME: NABI BIOPHARMACEUTICALS DATE OF NAME CHANGE: 20100719 8-K 1 vxrt20200622_8k.htm FORM 8-K vxrt20200622_8k.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 22, 2020

  

Vaxart, Inc.

(Exact name of registrant as specified in its charter)

 

  

 

 

 

 

Delaware

 

001-35285

 

59-1212264

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

385 Oyster Point Boulevard, Suite 9A, South San Francisco, California

 

94080

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (650) 550-3500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading symbol

 

Name of each exchange on which registered

Common stock, $0.0001 par value

 

VXRT

 

The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As disclosed in its Current Report on Form 8-K filed on June 15, 2020, Vaxart, Inc. (the “Company”) announced that Andrei Floroiu was appointed the Company’s Chief Executive Officer effective as of June 14, 2020. Mr. Floroiu remains a member of the Company’s Board of Directors (the “Board”), however in light of his appointment to serve as an executive officer, he resigned from the Audit Committee of the Board. Accordingly, the Audit Committee currently has two members. Rule 5605 of the Nasdaq Listing Rules (the “Listing Rules”) requires that all listed companies’ audit committees comprise at least three independent directors, although Listing Rule 5605(c)(4)(B) provides a specified cure period to fill any audit committee vacancy created by the resignation of an audit committee member.

 

As expected, on June 22, 2020, the Company received a letter from Nasdaq noting that the Company was not in compliance with the requirement of Listing Rule 5605 (the “Rule”). The letter also acknowledged that the Listing Rules provide a cure period in order for the Company to regain compliance until the earlier of the Company’s next annual meeting of stockholders or June 14, 2021 (or by December 11, 2020, if such meeting is held before December 11, 2020). The Company must submit to Nasdaq documentation, including the biography of any new director, evidencing compliance with the Rule no later than this date. The Company intends to comply with Nasdaq’s audit committee requirements as set forth in the Rule within the cure period provided by Nasdaq and will evidence such compliance to Nasdaq no later than this date.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

Vaxart, Inc.

 

 

 

Dated: June 23, 2020

 

 

 

 

 

 

 

 

By:

 

/s/ Andrei Floroiu

 

 

 

 

 

 

 

Andrei Floroiu

 

 

 

 

 

 

Chief Executive Officer