Note 1 - Organization and Basis of Presentation	12 Months Ended
Dec. 31, 2020
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 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 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 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. 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. 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, 2020, the Company had received a further $0.8 million from the exercise of all 8,165,455 pre-funded warrants, $11.3 million from the exercise of 10,228,580 common stock warrants issued to investors and $0.7 million from the exercise of 524,433 common stock warrants issued to underwriters' designees issued in the April 2019 Offering. 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 entitled the holder to purchase one share of common stock for $0.10, was immediately exercisable, subject to certain ownership imitations, and was exercisable at any time until all the pre-funded warrants were 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. 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. 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, 2020, the Company had received $0.4 million from the exercise of all 4,100,000 pre-funded warrants, $9.2 million from the exercise of 30,661,667 common stock warrants issued to investors and $0.7 million from the exercise of 1,890,941 common stock warrants issued to underwriters' designees in the September 2019 Offering. On March 2, 2020, the Company completed a registered direct offering (the “March 2020 Offering”) of 4,000,000 shares of the Company's common stock and warrants to purchase 2,000,000 shares of common stock. Each common stock warrant entitles the holder to purchase one share of common stock for $2.50, is exercisable immediately, subject to certain ownership limitations, and will expire five years from the date of issuance. Pursuant to the terms of the engagement letter with the placement agents, the Company paid the placement agents aggregate fees and reimbursable costs of $775,000. In addition, the Company issued the placement agents' designees 280,000 common stock warrants at the closing of the March 2020 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 2020 Offering. The aggregate fair value of these warrants at issuance was estimated to be $453,000 (see Note 12 ), which was recorded in offering costs. The total gross proceeds from the offering to the Company were $10.0 million. After deducting placement agent fees and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled $9.2 million. In addition, as of December 31, 2020, the Company had received $4.2 million from the exercise of 1,683,416 common stock warrants issued to investors and 10,504 common stock warrants issued to placement agents' designees in the March 2020 Offering. On June 8, 2020, the Company's shareholders approved an amendment to the Company's certificate of incorporation to change the par value of its common and preferred stock from $0.10 per share to $0.0001 per share and to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000. Except as otherwise noted in these consolidated financial statements, all share, equity security and per share amounts are presented to give retroactive effect to these changes. On July 13, 2020, the Company completed the sale of 12,503,806 shares for gross proceeds of $100.0 million from an at-the-market facility (the “ATM Program”) under a sales prospectus agreement dated July 8, 2020. After deducting sales commissions and expenses, aggregate net cash proceeds under the ATM Program totaled $97.0 million. On October 13, 2020, the Company entered into the Open Market Sale Agreement, (the “Sales Agreement”) pursuant to which it may offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to $250 million. The Company incurred direct expenses of approximately $0.3 million in connection with filing a prospectus supplement, dated October 13, 2020, with the SEC, and will pay sales commissions of 4.5% of gross proceeds from the sale of shares. As of December 31, 2020, the Company had sold 692,651 shares for gross proceeds of $5.5 million which, after deducting sales commissions and expenses, resulted in net proceeds to date under the Sales Agreement of $4.9 million. 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.

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 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 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 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.

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.

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, 2020,

the Company had received a further

$0.8

million from the exercise of all

8,165,455

pre-funded warrants,

$11.3

million from the exercise of

10,228,580

common stock warrants issued to investors and

$0.7

million from the exercise of

524,433

common stock warrants issued to underwriters' designees issued in the

April 2019

Offering.

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 entitled the holder to purchase

one

share of common stock for

$0.10,

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

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.

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, 2020,

the Company had received

$0.4

million from the exercise of all

4,100,000

pre-funded warrants,

$9.2

million from the exercise of

30,661,667

common stock warrants issued to investors and

$0.7

million from the exercise of

1,890,941

common stock warrants issued to underwriters' designees in the

September 2019

Offering.

March

2020,

the Company completed a registered direct offering (the

“March 2020

Offering”) of

4,000,000

shares of the Company's common stock and warrants to purchase

2,000,000

shares of common stock. Each common stock warrant entitles the holder to purchase

one

share of common stock for

$2.50,

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

five

years from the date of issuance. Pursuant to the terms of the engagement letter with the placement agents, the Company paid the placement agents aggregate fees and reimbursable costs of

$775,000.

In addition, the Company issued the placement agents' designees

280,000

common stock warrants at the closing of the

March 2020

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 2020

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

$453,000

(see Note

), which was recorded in offering costs.

The total gross proceeds from the offering to the Company were

$10.0

million. After deducting placement agent fees and offering expenses payable by the Company, the aggregate net proceeds received by the Company totaled

$9.2

million. In addition, as of

December 31, 2020,

the Company had received

$4.2

million from the exercise of

1,683,416

common stock warrants issued to investors and

10,504

common stock warrants issued to placement agents' designees in the

March 2020

Offering.

June 8, 2020,

the Company's shareholders approved an amendment to the Company's certificate of incorporation to change the par value of its common and preferred stock from

$0.10

per share to

$0.0001

per share and to increase the number of authorized shares of common stock from

100,000,000

150,000,000.

Except as otherwise noted in these consolidated financial statements, all share, equity security and per share amounts are presented to give retroactive effect to these changes.

July 13, 2020,

the Company completed the sale of

12,503,806

shares for gross proceeds of

$100.0

million from an at-the-market facility (the “ATM Program”) under a sales prospectus agreement dated

July 8, 2020.

After deducting sales commissions and expenses, aggregate net cash proceeds under the ATM Program totaled

$97.0

million.

October 13, 2020,

the Company entered into the Open Market Sale Agreement, (the “Sales Agreement”) pursuant to which it

may

offer and sell, from time to time through sales agents, shares of its common stock having an aggregate offering price of up to

$250

million. The Company incurred direct expenses of approximately

$0.3

million in connection with filing a prospectus supplement, dated

October 13, 2020,

with the SEC, and will pay sales commissions of

4.5%

of gross proceeds from the sale of shares. As of

December 31, 2020,

the Company had sold

692,651

shares for gross proceeds of

$5.5

million which, after deducting sales commissions and expenses, resulted in net proceeds to date under the Sales Agreement of

$4.9

million.

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.