Note 10 - Equity Incentive Plans

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 10.  Equity Incentive Plans

On  April 23, 2019, the Company’s stockholders approved the adoption of the 2019 Equity Incentive Plan (the “2019 Plan”), under which the Company is authorized to issue incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), other stock awards and performance awards that  may be settled in cash, stock, or other property. The 2019 Plan is designed to secure and retain the services of employees, directors and consultants, provide incentives for the Company’s employees, directors and consultants to exert maximum efforts for the success of the Company and its affiliates, and provide a means by which employees, directors and consultants  may be given an opportunity to benefit from increases in the value of the Company’s common stock. Following adoption of the 2019 Plan, all previous plans were frozen, and on forfeiture, cancellation and expiration, awards under those plans are not assumed by the 2019 Plan.

The aggregate number of shares of common stock authorized for issuance under the 2019 Plan was initially 1,600,000 shares, which was increased through an amendment to the 2019 Plan adopted by the Company’s stockholders (a “Plan Amendment”) on  June 8, 2020, to 8,000,000, by a Plan Amendment on  June 16, 2021, to 16,900,000, by a Plan Amendment on  August 4, 2022, to 28,900,000, and by a Plan Amendment on  June 11, 2024, to 43,900,000. Further amendments to the 2019 Plan to increase the share reserve would require stockholder approval. Awards that are forfeited or canceled generally become available for issuance again under the 2019 Plan. Awards have a maximum term of ten years from the grant date and  may vest over varying periods, as specified by the Company’s board of directors for each grant.

On  February 27, 2024, the Company’s 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 is 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 2019 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.

A summary of stock option and RSU transactions for the years ended December 31, 2024 and 2023 are as follows:

							Weighted					Weighted
	Shares			Number of			Option Average		Number of			RSU Average
	Available			Options			Exercise		RSUs			Grant Date
	For Grant			Outstanding			Price		Outstanding			Fair Value
Balance at January 1, 2023		12,074,692			14,725,261		$	4.48		808,310		$	3.57
Granted		(10,631,320	)		7,399,849		$	0.78		3,231,471		$	0.78
Exercised		—			(54,720	)	$	0.31		(1,608,809	)	$	1.09
Forfeited		2,444,486			(2,139,887	)	$	5.00		(304,599	)	$	2.42
Canceled		1,797,948			(1,991,777	)	$	4.51		—		$	—
Balance at December 31, 2023		5,685,806			17,938,726		$	2.90		2,126,373		$	1.37
Authorized under 2024 Inducement Plan		3,000,000			—		$	—		—		$	—
Authorized under 2019 Plan Amendment		15,000,000			—		$	—		—		$	—
Granted		(7,258,980	)		5,309,437		$	1.12		1,949,543		$	1.13
Exercised		—			(38,030	)	$	0.78		—		$	—
Released		—			—		$	—		(599,260	)	$	1.48
Forfeited		1,944,001			(1,483,826	)	$	2.29		(460,175	)	$	1.41
Canceled		1,279,297			(1,321,068	)	$	2.87		—		$	—
Balance at December 31, 2024		19,650,124			20,405,239		$	2.49		3,016,481		$	1.19

As of December 31, 2024, there were 20,405,239 options outstanding with a weighted average exercise price of $2.49, a weighted average remaining term of 6.89 years, and an aggregate intrinsic value of $40,000. Of these options, 12,124,318 were vested, with a weighted average exercise price of $3.08, a weighted average remaining term of 5.65 years, and an aggregate intrinsic value of $35,000.

The Company received $30,000 for the 38,030 options exercised in the year ended December 31, 2024, which had an intrinsic value of $7,000. The aggregate intrinsic value represents the total pre-tax value (i.e., the difference between the Company’s stock price and the exercise price) of stock options outstanding as of December 31, 2024, based on the Company’s common stock closing price of $0.66 on December 31, 2024, which would have been received by the option holders had all their in-the-money options been exercised as of that date. The Company received $17,000 for the 54,720 options exercised in the year ended  December 31, 2023, which had an intrinsic value of $31,000.

The weighted average grant date fair value of options awarded in the years ended December 31, 2024 and 2023, was $1.01 and $0.78, respectively. Fair values were estimated using the following assumptions:

	Year Ended December 31,
	2024			2023
Risk-free interest rate		3.7% - 4.4%			3.5% - 4.2%
Expected term (in years)		5.50 - 6.00			5.50 - 6.00
Expected volatility		128.9% - 130.8%			127.8% - 133.8%
Dividend yield		—	%		—%

The Company measures the fair value of all stock-based awards on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. Total stock-based compensation recognized for options, RSUs and ESPP was as follows (in thousands):

	Year Ended December 31,
	2024		2023
Research and development	$	7,246	$	8,362
General and administrative		4,255		5,770
Total stock-based compensation	$	11,501	$	14,132

As of December 31, 2024, the unrecognized stock-based compensation cost related to outstanding unvested stock options and RSUs expected to vest was $13.5 million, which the Company expects to recognize over an estimated weighted average period of 2.1 years.

On August 4, 2022, the 2022 Employee Stock Purchase Plan (the “2022 ESPP”) was approved by the Company’s stockholders. The Company initially reserved 1,800,000 shares of the Company’s common stock for purchase under the 2022 ESPP, which was increased by 1,800,000 shares through an amendment to the 2022 ESPP adopted by the Company’s stockholders on June 11, 2024, to 3,600,000 shares. The 2022 ESPP generally has a six-month offering period comprised of one purchase period. In  May 2024, the 2022 ESPP had a one-time modification following the end of the six-month offering period ended  May 31, 2024, to commence the follow-on offering period on  July 1, 2024 for a five-month offering period. The purchase price of the stock is equal to 85% of the lesser of the market value of such shares at the beginning of the six-month offering period or the end of such offering period. During the year ended December 31, 2024, the Company received $0.5 million and issued 782,939 shares under the 2022 ESPP. During the year ended December 31, 2023, the Company received $0.6 million and issued 734,675 shares under the 2022 ESPP. As of December 31, 2024, 2,362,902 shares are available and reserved for future issuance under the 2022 ESPP.

Stock-based compensation expense related to the ESPP for the years ended December 31, 2024 and 2023, was $0.2 million and $0.4 million, respectively.