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Note 15 - Subsequent Events
12 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 15.  Subsequent Events

 

Securities Purchase Agreement

 

In January 2024, the Company entered into a securities purchase agreement (the “2024 Securities Purchase Agreement”) with RA Capital Healthcare Fund, L.P. in which 15,384,615 shares of its common stock were sold at an offering price of $0.65 per share pursuant to the Company’s 2023 Shelf Registration. The gross proceeds from the 2024 Securities Purchase Agreement were $10.0 million and, after deducting underwriting discounts, commission and estimated offering expenses, the net proceeds were $9.9 million.

 

Update on September 2021 ATM

 

Since December 31, 2023, the Company has issued 5,071,472 shares of common stock under the September 2021 ATM (see Note 1) for gross proceeds net of commissions totaling $5.7 million through  March 12, 2024.

 

ASPR Contract

 

On January 12, 2024, the Company was awarded a contract (“ASPR Contract”) by the U.S. Government through the Department of Health and Human Services, Office of the Administration for Strategic Preparedness and Response (“ASPR”) with a base and all options value of $9.3 million. Under the ASPR Contract, the Company will receive an award to support clinical trial planning activities for a Phase 2b clinical trial that would compare the Company’s XBB vaccine candidate to an mRNA comparator to evaluate efficacy for symptomatic and asymptomatic disease, systemic and mucosal immune induction, and adverse events. 

 

Changes in Management and Board of Directors

 

On January 15, 2024, Andrei Floroiu resigned (i) as President and Chief Executive Officer of the Company, and (ii) as a member of the Company’s Board of Directors.

 

On January 16, 2024, the Company’s Board of Directors announced that, effective as of January 16, 2024, the current Chair of the Board of Directors, Michael J. Finney, Ph.D., has been appointed as Interim Chief Executive Officer of the Company. Dr. Finney also serves as the Company’s principal executive officer and will continue to serve on the Company's Board of Directors while serving as Interim Chief Executive Officer.

 

Subsequently, on March 4, 2024, the Board of Directors appointed Steven Lo as the Company’s Chief Executive Officer, President, and principal executive officer, as well as a member of the Board of Directors, in each case effective as of March 18, 2024. In connection with Mr. Lo’s appointment, it is anticipated that Michael J. Finney, Ph.D. will step down as the Company’s Interim Chief Executive Officer and principal executive officer on March 17, 2024; however, Dr. Finney will continue to serve as Chair of the Board of Directors. In addition, David Wheadon, M.D., will resign as Lead Director of the Board of Directors effective as of March 31, 2024. Dr. Wheadon will continue to serve as a director on the Board of Directors.

 

2024 Inducement Award Plan

 

On February 27, 2024, the Board of Directors adopted the Vaxart, Inc. 2024 Inducement Award Plan (the “2024 Inducement Plan”). The 2024 Inducement Plan was adopted without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be administered by the Compensation Committee of the Board of Directors or the independent members of the Board of Directors. The Board of Directors reserved 3,000,000 shares of the Company’s common stock for issuance under the 2024 Inducement Plan, subject to adjustment as provided in the plan document.

 

The terms of the 2024 Inducement Plan are substantially similar to the terms of the Company’s 2019 Equity Incentive Plan, with the exception that incentive stock options may not be issued under the 2024 Inducement Plan and equity awards under the 2024 Inducement Plan (including nonqualified stock options, restricted stock, restricted stock units, and other stock-based awards) may be issued only to an employee who is commencing employment with the Company or any subsidiary or who is being rehired following a bona fide interruption of employment by the Company or any subsidiary, in either case if he or she is granted such award in connection with his or her commencement of employment and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.