Note 9 - Equity Incentive Plans

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

NOTE 9. Equity Incentive Plans

The Company has maintained the 2019 Equity Incentive Plan and the 2024 Inducement Award Plan for the issuance of 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 to employees, directors and consultants. The terms of the 2024 Inducement Award Plan are substantially similar to the terms of the 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. The Company also maintains the 2022 Employee Stock Purchase Plan (“ESPP”) for its employees.

VAXART, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of stock option and RSU transactions during the nine months ended September 30, 2025, is as follows:

							Weighted					Weighted
	Shares			Number of			Option Average		Unvested			RSU Average
	Available			Options			Exercise		RSU Shares			Grant Date
	For Grant			Outstanding			Price		Outstanding			Fair Value
Balance as of January 1, 2025		19,650,124			20,405,239		$	2.49		3,016,481		$	1.19
Granted		(12,758,895	)		8,258,792		$	0.53		4,500,103		$	0.52
Exercised		—			(3,625	)	$	0.78		—		$	—
Released		—			—		$	—		(881,760	)	$	1.26
Forfeited		2,596,182			(1,740,880	)	$	0.94		(855,302	)	$	0.81
Canceled		1,240,041			(1,251,122	)	$	2.34		—		$	—
Balance as of September 30, 2025		10,727,452			25,668,404		$	1.97		5,779,522		$	0.71

As of September 30, 2025, there were 25,668,404 options outstanding with a weighted average exercise price of $1.97, a weighted average remaining term of 7.52 years, and an aggregate intrinsic value of $5,000. Of these options, 14,383,244 were vested, with a weighted average exercise price of $2.88, a weighted average remaining term of 6.35 years, and an aggregate intrinsic value of $5,000.

The Company received $3,000 for the 3,625 options exercised during the nine months ended September 30, 2025, which had a minimal intrinsic value. The Company received $30,000 for the 38,030 options exercised during the nine months ended September 30, 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 September 30, 2025 and 2024, respectively, based on the Company’s common stock closing price of $0.36 on September 30, 2025 and $0.85 on September 30, 2024, which would have been received by the option holders had all their in-the-money options been exercised as of that date.

The weighted average grant date fair value of options awarded in the nine months ended September 30, 2025 and 2024, was $0.47 and $1.01, respectively. Their fair values were estimated using the following assumptions:

	Nine Months Ended September 30,
	2025			2024
Risk-free interest rate		4.1% - 4.4%			3.7% - 4.4%
Expected term (in years)		5.5 - 6.0			6.0
Expected volatility		125.8% - 128.6%			128.9% - 130.8%
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):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Research and development	$	1,329	$	1,814	$	4,525	$	5,489
General and administrative		689		661		2,073		3,657
Total stock-based compensation	$	2,018	$	2,475	$	6,598	$	9,146

VAXART, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As of September 30, 2025, the unrecognized stock-based compensation cost related to outstanding unvested stock options and RSUs expected to vest was $11.0 million, which the Company expects to recognize over an estimated weighted average period of 2.5 years.