VXRT 10-K & 10-Q changes, risk factors and insider trading
Vaxart, Inc. · OTC · Biological Products, (No Diagnostic Substances) · CIK 72444 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our common stock has been delisted from The Nasdaq Capital Market. There can therefore be no assurance that it will trade on a national exchange again.”
Removed heading “Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock which could negatively impact the price of our securities and stockholders’ ability to sell them.”
Removed heading “Unless our common stock continues to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements.”
Largest changes
“Effective July 8, 2025, Nasdaq suspended trading in our common stock and subsequently informed the Company on September 19, 2025, that the Company’s common stock will be delisted from The Nasdaq Capital Market due to the Company’s ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Vaxart, Inc. was formally delisted from Nasdaq following a final determination by the Nasdaq's Listing Qualifications Department on November 3, 2025. …”see in full comparison
“A delisting of our common stock from Nasdaq would adversely affect the liquidity of our common stock and may make it more difficult for us to raise capital on favorable terms in the future, or at all. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders’ ability to sell or purchase our common stock when they wish to do so. …”see in full comparison
“Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock which could negatively impact the price of our securities and stockholders’ ability to sell them.”see in full comparison
“Our common stock has been delisted from The Nasdaq Capital Market. There can therefore be no assurance that it will trade on a national exchange again.”see in full comparison
“If we are unable to maintain the listing of our common stock on Nasdaq or another national securities exchange, our common stock could become subject to the so-called “penny stock” rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. …”see in full comparison
“Our common stock is listed on The Nasdaq Capital Market, which imposes continued listing requirements and rules, including a $1.00 minimum bid price per share requirement and certain financial metrics relating to our stockholders’ equity, market value of listed securities, or net income from continuing operations. There can be no assurance that we will continue to meet these requirements and rules. If we fail to meet the minimum bid price requirement, as described below, or other applicable Nasdaq listing requirements, our common stock could be delisted. …”see in full comparison
Full comparison: every changed paragraph (23)
Our recurring losses from operations and negative cash flows havehad previously raised substantial doubt regarding our ability to continue as a going concern. WeAlthough management has concluded that such conditions have been alleviated as described elsewhere in this report, we will require substantial additional funding to finance our operations, and if we are unable to raise capital, we could be forced to delay, reduce the scope of or eliminate certain of our development programs, or explore other strategic options.
Our recurring losses from operations and negative cash flows raise substantial doubt about our ability to continue as a going concern. As of December 31, 2024,2025, we had $51.7$63.8 million of cash, cash equivalents and investments. We believe these funds are sufficient to fund our operations into the fourthsecond quarter of 2025.2027. Our ability to continue as a going concern is dependent upon our ability to raise additional capital through outside sources. We plan to raise additional capital through the sale of convertible stock, additional equity, debt financings, government programs, or strategic alliances with third parties. Such financing and funding may not be available at all, or on terms that are favorable to us. Failure to raise additional capital could have a material adverse effect on our business, results of operations, financial condition and/or our ability to fund our scheduled obligations on a timely basis or at all. If we are unable to continue as a going concern, we may be forced to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements.
ACurrently, a significant portion of the funding to further develop our COVID-19 vaccine candidate is currently expected to come from BARDA funds. If BARDA were to eliminate, reduce, delay, or object to funding available to us under the 2024 ATI-RRPV Contract, this could have a significant, negative impact on our revenues and cash flows, and we may be forced to suspend or terminate the continued development of the product candidate or obtain alternative sources of funding.
While the 2024 ATI-RRPV Contract provides for funding in an amount up to $460.7 million to conduct the Phase 2b study, manufacture a COVID-19 vaccine candidate targeting the KP.2 strain, and acquire an approved mRNA vaccine targeting the KP.2 strain, such funding has been released incrementally based on modifications to the 2024 ATI-RRPV Contract as certain milestones are attained. As of the date of this report, the total amount of funding available for payment under the 2024 ATI-RRPV Contract is approximately $316.0 million.
We anticipate that a significant portion of the funding to further develop our COVID-19 vaccine candidate will come from the remaining amounts to be received under the 2024 ATI-RRPV Contract, which provides that the government has the right to determine whether to fund the continued performance of the study after the initial funding. In February 2025, we received written notification directing the Company to stop work on the 2024 ATI-RRPV Contract, with limited exceptions, which was subsequently lifted in April 2025. In August 2025, we received a second stop work order directing the Company to stop work on screening and enrollment for the 10,000-person cohort of the Phase 2b clinical study, followed by an October 2025 notice indicating that BARDA intends to conclusively delimit the project agreement to exclude such work from the 2024 ATI-RRPV Contract, though we may continue efforts associated with the per protocol follow-up of all participants dosed as of the notification date. As of the August notification date, we had enrolled approximately half of the targeted number of participants for the study. On March 10, 2026, we entered into Modification No. 6 to the 2024 ATI-RRPV Contract, which increased the total amount of funding available for payment to approximately $316.0 million. We anticipate that BARDA may further increase funding and/or re-expand the cohort under the 2024 ATI-RRPV Contract; however, there can be no assurance that stop work orders or similar actions will not occur in the future. Even as we continue to receive funds under the 2024 ATI-RRPV Contract, the terms of the grant may unfavorably change, or the amount of funding may decrease. If there is any government decision to discontinue funding under the 2024 ATI-RRPV Contract, our revenues and cash flows would be significantly and negatively impacted and we may be forced to seek alternative sources of funding, which may not be available on non-dilutive terms, terms favorable to us, or at all.
In June 2024, we entered into the 2024 ATI-RRPV Contract with Advanced Technology International, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by BARDA. The 2024 ATI-RRPV Contract, as modified and amended to date, provides for a funding ceiling of approximately $460.7 million. In February 2025, we entered into Modification No. 5 (the “Modification”) to the 2024 ATI-RRPV Contract. The Modification increased the total amount of funding available for payment to approximately $240.1 million.
We anticipate that a significant portion of the funding to further develop our COVID-19 vaccine candidate will come from the remaining amounts to be received under the 2024 ATI-RRPV Contract. The 2024 ATI-RRPV Contract provides that the government has the right to determine whether to fund the continued performance of the study after the initial funding. On February 21, 2025, we received written notification from ATI in the form of stop work orders (the “Notices”) directing us to stop work on all of our efforts with respect to the 2024 ATI-RRPV Contract, with the exception that we may continue efforts associated with the per protocol follow-up for the 400-person cohort. The Notices stated that the stop work order is in effect for a period of 90 days after the date of the Notices and, that within a period of 90 days, ATI, as directed by the U.S. Government, will either cancel the stop-work order, extend the stop work, or terminate the work covered by the letter.
Even if we were to continue receiving funds under the 2024 ATI-RRPV Contract, the terms of the grant may unfavorably change or the amount of funding may decrease. If the 2024 ATI-RRPV Contract is terminated or suspended, or if there is any government decision not to continue funding or reduction or delay in funding under the 2024 ATI-RRPV Contract, our revenues and cash flows would be significantly and negatively impacted and we may be forced to seek alternative sources of funding, which may not be available on no-dilutive terms, terms favorable to us, or at all.
Although we believe such cash, cash equivalents and investments are not sufficient to fund our operations under our current operating plan for at least one year from the date of issuance of this Annual Report, our estimate as to what we will be able to accomplish is based on assumptions that may prove to be inaccurate, and we could exhaust our available capital resources sooner than is currently expected. Because the length of time and activities associated with successful development of our product candidates is highly uncertain, we are unable to estimate the actual funds we will require for development and any approved marketing and commercialization activities. Our future funding requirements, both near and long-term, will depend on many factors, including, but not limited to:
Our common stock has been delisted from The Nasdaq Capital Market. There can therefore be no assurance that it will trade on a national exchange again.
Effective July 8, 2025, Nasdaq suspended trading in our common stock and subsequently informed the Company on September 19, 2025, that the Company’s common stock will be delisted from The Nasdaq Capital Market due to the Company’s ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Vaxart, Inc. was formally delisted from Nasdaq following a final determination by the Nasdaq's Listing Qualifications Department on November 3, 2025. Our common stock is currently quoted on the OTCQX under the ticker symbol “VXRT.” We can provide no assurance that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes for our common stock, and whether the trading volume of our common stock will be sufficient to provide for an efficient trading market in the future. Stocks trading in the OTC Markets generally have substantially less liquidity, hence, decreasing our ability to issue additional securities or obtain additional financing. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If we are no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Our failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of our common stock which could negatively impact the price of our securities and stockholders’ ability to sell them.
Our common stock is listed on The Nasdaq Capital Market, which imposes continued listing requirements and rules, including a $1.00 minimum bid price per share requirement and certain financial metrics relating to our stockholders’ equity, market value of listed securities, or net income from continuing operations. There can be no assurance that we will continue to meet these requirements and rules. If we fail to meet the minimum bid price requirement, as described below, or other applicable Nasdaq listing requirements, our common stock could be delisted. If The Nasdaq Capital Market delists our securities, we could face significant consequences, including:
In addition, we would no longer be subject to The Nasdaq Capital Market rules, including rules requiring us to have a certain number of independent directors and to meet other corporate governance standards.
Our common stock traded for less than $1.00 for 30 consecutive trading days, and we received notice of this from the Listing Qualifications Department of The Nasdaq Stock Market on July 2, 2024. Under Nasdaq Listing Rule 5810(c)(3)(A), we were granted a 180-calendar day grace period, or until December 30, 2024, to regain compliance with the minimum bid price requirement. On December 31, 2024, Nasdaq notified the Company in writing that while the Company had not regained compliance with the minimum bid price requirement, it was eligible for an additional 180-day compliance period, or until June 30, 2025, to regain compliance with the minimum bid price requirement. Nasdaq’s determination was based on the Company having met the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and on the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
The minimum bid price requirement would be met if our common stock had a minimum closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the additional 180-calendar day grace period. If at any time during this 180-calendar day period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff stated that it will provide the Company with a written confirmation of compliance and the matter will be closed.
Alternatively, if we fail to regain compliance with Rule 5550(a)(2) prior to the expiration of the second 180-calendar day period, then Nasdaq will notify the Company of its determination to delist the Company’s securities, at which point the Company would have an opportunity to appeal the delisting determination to a hearings panel. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or that the Company will otherwise remain in compliance with the other listing standards for The Nasdaq Capital Market.
A delisting of our common stock from Nasdaq would adversely affect the liquidity of our common stock and may make it more difficult for us to raise capital on favorable terms in the future, or at all. Such a delisting would likely have a negative effect on the price of our common stock and would impair our stockholders’ ability to sell or purchase our common stock when they wish to do so. Further, if our common stock were to be delisted from The Nasdaq Capital Market, our common stock would cease to be recognized as a covered security and we would be subject to additional regulation in each state in which we offer our securities. Moreover, there is no assurance that any actions that we take to restore our compliance with the Nasdaq minimum bid price requirement would stabilize the market price or improve the liquidity of our common stock, prevent our common stock from falling below the Nasdaq minimum bid price required for continued listing again, or prevent future non-compliance with Nasdaq’s listing requirements.
Unless our common stock continues to be listed on a national securities exchange it will become subject to the so-called “penny stock” rules that impose restrictive sales practice requirements.
If we are unable to maintain the listing of our common stock on Nasdaq or another national securities exchange, our common stock could become subject to the so-called “penny stock” rules if the shares have a market value of less than $5.00 per share. The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange. The SEC regulations impose restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and “accredited investors” as defined by relevant SEC rules. These additional requirements may discourage broker-dealers from effecting transactions in securities that are classified as penny stocks, which could severely limit the market price and liquidity of such securities and the ability of purchasers to sell such securities in the secondary market. This means that if we are unable to maintain the listing of our common stock on a national securities exchange, the ability of stockholders to sell their common stock in the secondary market could be adversely affected.
If a transaction involving a penny stock is not exempt from the SEC’s rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction. The broker-dealer also must disclose the commissions payable to both the broker-dealer and its registered representative, current quotations for the penny stock, and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the customer’s account and information on the limited market in penny stocks.
ThereAs isof currentlyJanuary 2026, there are no vaccines approved norovirusby vaccinethe FDA or other global regulatory agencies for salethe globally.prevention of norovirus. We are aware that HilleVax,Moderna, Inc. and Moderna,Merck, Inc. are developing norovirus vaccines that would be delivered by injection. AnotherOther companycompanies developingreporting development of a norovirus vaccine candidate isare Anhui Zhifei Longcom Biopharmaceutical Co. Ltd.Ltd., Chongqing Zhifei Biological Products Co., Ltd., and the National Vaccine and Serum Institute of China. In addition, we are aware of Cocrystal Pharma, Inc. reporting development of an oral antiviral for norovirus. There may be other development programs that we are not aware of.
We recently concluded the appeal portion of an opposition proceeding of one of our European patents in the European Patent Office (“EPO”). European Patent No. 3307239, which had claims directed to vaccine compositions for norovirus and RSV, was opposed in the EPO. The opposition challenged the validity of European Patent No. 3307239 and the EPO maintained the patent with the original independent claim and with cancelation of some subject matter from dependent claims. The opponent appealed this decision and the Board of Appeal upheld the claims to the extent they were directed to norovirus vaccine compositions, but removed claim subject matter as it related to RSV vaccine compositions. Vaxart is awaiting formalities from the Appeal Board and will need to confirm theThe specification was conformed to the new claims.claims Whileand thisthe isOpponents generallyhave auntil routineMarch practice,23, it is possible this will be delayed due2026 to bureaucraticobject delayto and/orany ifof the opponentchanges objects to proposed specification amendments.made. This might delay the ultimate reissue of the EP patent and its revalidation in various European states. It is feasible this may delay Vaxart from asserting the patent in Europe until these formalities are resolved.
Management's Discussion & Analysis (MD&A)
New heading “Revenue from Dynavax License and Collaboration Agreement”
New heading “License and Collaboration Revenue”
New heading “Revenue from the 2025 License and Collaboration Agreement”
Largest changes
“Effective July 8, 2025, Nasdaq suspended trading in our common stock and Vaxart, Inc. was formally delisted from Nasdaq following a final determination by the Nasdaq's Listing Qualifications Department on November 3, 2025. Our common stock has been quoted on the OTCQX under the ticker symbol “VXRT” since the stock was suspended from trading on Nasdaq on July 8, 2025. …”see in full comparison
“On November 4, 2025, the Company entered into (i) an Exclusive License and Collaboration Agreement (the “License and Collaboration Agreement”) with Dynavax Technologies Corporation (“Dynavax”) relating to the Company’s investigational oral vaccine candidate for COVID-19 based on its proprietary oral delivery platform and (ii) a Securities Purchase Agreement with Dynavax for the sale of the Company’s common stock. …”see in full comparison
“In March 2025, the Company entered into an At the Market Offering Agreement (the “March 2025 ATM”) with Citizens JMP Securities, LLC (“Citizens”) and B. Riley Securities, Inc. (“B. Riley” and, together with Citizens, the “Managers”), pursuant to which the Company may offer and sell, from time to time through the Managers, shares of its common stock having an aggregate offering price of up to $50 million. The shares will be sold pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-270671), as previously filed with the U.S. …”see in full comparison
“On November 4, 2025, the Company entered into an Exclusive License and Collaboration Agreement (“2025 License and Collaboration Agreement”) with Dynavax Technologies Corporation (“Dynavax”) relating to the Company’s investigational oral vaccine candidate for COVID-19 based on its proprietary oral delivery platform. …”see in full comparison
“Revenue from the 2025 License and Collaboration Agreement”see in full comparison
“Revenue from Dynavax License and Collaboration Agreement”see in full comparison
Full comparison: every changed paragraph (47)
In April 2016, Aviragen sold certain royalty rights related to Inavir in the Japanese market for $20.0 million to HealthCare Royalty Partners III, L.P. (“HCRP”). Under the terms of our agreement with HCRP, during the first royalty interest period of April 1, 2016 through March 31, 2025, HCRP is entitled to the first $3.0 million and any cumulative remaining shortfall amount plus 15% of the next $1.0 million in royalties earned in each year commencing on April 1, with any excess revenue being retained by us. Further, during the second royalty interest period beginning April 1, 2025 and ending on December 24, 2029, HCRP is entitled to the first $2.7 million and any cumulative remaining shortfall amount plus 15% of the next $1.0 million in royalties, with any excess revenue being retained by us. A shortfall occurs when, during an annual period ending on March 31
st,31, for the first royalty interest period of April 1, 2016 through March 31, 2025, royalty payments fall below $3.0 million; and $2.7 million for the second royalty interest period of April 1, 2025 and ending on December 24, 2029, excluding the period of April 1, 2028 through December 24, 2029. In the event there is a remaining cumulative remaining shortfall amount as of December 24, 2029, then, for so long as the Company continues to receive royalties from Daiichi Sankyo Company Limited (“Daiichi Sankyo”), the sum of those royalties will be paid to HCRP until the cumulative remaining shortfall amount has been paid in full.
In January 2024, we were awarded the 2024 ASPR-BARDA Contract by HHS BARDA, with a base and all options value of $9.3 million. Under the 2024 ASPR-BARDA Contract, we received an award to support clinical trial planning activities for a Phase 2b clinical trial that would compare our XBB vaccine candidate to an mRNA comparator to evaluate efficacy for symptomatic and asymptomatic disease, systemic and mucosal immune induction, and adverse events. Revenue from government contracts recognized on the 2024 ASPR-BARDA Contract was $8.7$0.6 million and zero$8.7 million for the years ended December 31, 20242025 and 2023,2024, respectively, based on the achievement of certain milestones under the 2024 ASPR-BARDA Contract.
In June 2024, we entered into the 2024 ATI-RRPV Contract. In the second half of 2024, the 2024 ATI-RRPV Contract was modified to increase funding and expand the scope to include the manufacture of a vaccine candidate targeting the KP.2 strain and acquire an approved mRNA vaccine targeting the KP.2 strain. Pursuant to the 2024 ATI-RRPV Contract (as modified or amended from time to time), we may receive funding of up to $460.7 million to conduct a Phase 2b comparative study evaluating our oral pill COVID-19 vaccine candidate against an mRNA vaccine comparator approved by the FDA. AsPursuant ofto DecemberModification 31,No. 2024,6 to the 2024 ATI-RRPV Contract, dated March 10, 2026, the 2024 ATI-RRPV Contract makes available an aggregate amount of up to $134.2$316.0 million, consisting of firm fixed price amounts totaling $67.9 million and reimbursement of costs incurred in trial preparation and execution activities. As of December 31, 2024, theThe 2024 ATI-RRPV Contract further contemplates additional funding up to $326.5$144.7 million if we and HHS BARDA decide to continue with the Phase 2b comparative study. RevenueThe fromCompany governmentanticipates contractsa recognizedfurther onmodification to the 2024 ATI-RRPV Contract wasthat $16.2will millionreflect the reduced scope of work and zerocorresponding forreduction the years ended December 31, 2024 and 2023, respectively, based on costs incurred and the achievement of firm fixed-price milestones under the 2024 ATI-RRPV Contract. In February 2025, we entered into Modification No. 5 (the “Modification”) to the 2024 ATI-RRPV Contract. The Modification increased the total amount ofin funding availablethat forresulted paymentfrom topreviously approximately $240.1 million. On February 21, 2025, we received the “Notices” (discussed above) directing us toissued stop work on all of our efforts with respect to the 2024 ATI-RRPV Contract, with the exception that we may continue efforts associated with the per protocol follow-up for the 400-person cohort. The Notices stated that the stop work order is in effect for a period of 90 days after the date of the Notices and, that within a period of 90 days, ATI, as directed by the U.S. Government, will either cancel the stop-work order, extend the stop work, or terminate the work covered by the letter.orders.
Revenue from government contracts recognized on the 2024 ATI-RRPV Contract was $223.9 million and $16.2 million for the years ended December 31, 2025 and 2024, respectively, based on costs incurred and the achievement of firm fixed-price milestones under the 2024 ATI-RRPV Contract. For further information about the August 5, 2025 SWO relating to the 2024 ATI-RRPV Contract, see the discussion above in Part I, Item 1 titled “—Our Product Pipeline” in the “Our COVID-19 Program” for further details.
Revenue from Dynavax License and Collaboration Agreement
On November 4, 2025, the Company entered into an Exclusive License and Collaboration Agreement (“2025 License and Collaboration Agreement”) with Dynavax Technologies Corporation (“Dynavax”) relating to the Company’s investigational oral vaccine candidate for COVID-19 based on its proprietary oral delivery platform. Pursuant to the 2025 License and Collaboration Agreement, the Company granted Dynavax an exclusive, worldwide license to develop and commercialize the Company’s oral pill COVID-19 vaccine candidate for SARS-CoV-2, SARS coronavirus, or MERS coronavirus, including COVID-19 and all variants thereof. Under the terms of the 2025 License and Collaboration Agreement, Dynavax paid the Company an upfront license fee of $25.0 million and pursuant to the Securities Purchase Agreement (“2025 Securities Purchase Agreement”), purchased 11,111,111 shares of the Company’s common stock for $5.0 million. The common stock was issued at a price above its fair value on the issuance date, and the resulting premium of approximately $0.8 million was determined to represent additional consideration attributable to the 2025 License and Collaboration Agreement. Accordingly, this amount was included in the transaction price and allocated to the identified performance obligations.
The agreement also includes a development collaboration component under which the Company is responsible for completing its ongoing Phase 2b clinical trial and delivering the end-of-Phase 2 data package. Following delivery of the data package and the end-of-Phase 2 meeting with the FDA, Dynavax has the right, in its sole discretion, to assume responsibility for continued development of the vaccine candidate, which would require Dynavax to pay the Company a $50.0 million election payment. The agreement also provides for potential additional regulatory and commercial milestone payments and royalties on future product sales, if any, upon the achievement of specified events.
For the year ended December 31, 2025, the Company recognized revenue of $10.8 million from the 2025 License and Collaboration Agreement. As of December 31, 2025, the amount of deferred revenue was $15.0 million, of which $13.0 million was classified as current and $2.0 million as non-current. This amount is expected to be recognized as the performance obligation is satisfied through the completion of the development program.
The timing and amount of future revenue recognition under the agreement will depend on the progress and completion of the Company’s development activities and, if applicable, the achievement of potential milestone events.
Grant Revenue
In November 2022, we accepted a grant (the “BMGF Grant”) of $3.5 million to perform research and development work for the Bill & Melinda Gates Foundation and received $2.0 million in advance that was recorded as restricted cash and deferred revenue. We received an additional $1.5 million in July 2023 upon completion of certain milestones. We recognize revenue under research contracts only when a contract is executed and the contract price is fixed or determinable. Revenue from the BMGF Grant was recognized in the period during which the related costs were incurred and the related services rendered, as the applicable conditions under the contract were met. Costs of contract revenue were recorded as a component of operating expenses in the consolidated statements of operations and comprehensive loss. We fully recognized revenue from the BMGF Grant during the year ended December 31, 2023.
The following table presents period-over-period changes in selected items in the consolidated statements of operations and comprehensive income (loss) for years ended December 31 (in thousands, except percentages):
For the year ended December 31, 2024,2025, non-cash royalty revenue related to the sale of future royalties from Daiichi Sankyo was $3.8$1.9 million, compared to $3.9$3.8 million for the year ended December 31, 2023.2024. We continue to have non-cash royalty revenue as all royalties received in the years ended December 31, 20242025 and 20232024 were required to be paid to HCRP.
For the yearyears ended December 31, 20242025 and 2023,2024, revenue from government contracts was $24.9$224.5 million and zero,$24.9 million, respectively. The revenue from government contracts consists of the 2024 ASPR-BARDA Contract awarded to us in January 2024 and the 2024 ATI-RRPV Contract awarded to us in June 2024. Revenue from the 2024 ASPR-BARDA Contract was $0.6 million and $8.7 million for the yearyears ended December 31, 2024.2025 and 2024, respectively. Revenue from the ATI-RRPV Contract was $223.9 million and $16.2 million for the yearyears ended December 31, 2024.2025 and 2024, respectively.
License and Collaboration Revenue
For the years ended December 31, 2025, license revenue was $8.7 million, and collaboration revenue was $2.1 million, compared to zero for the year ended December 31, 2024. The license and collaboration revenue derives from the 2025 License and Collaboration Agreement signed in November 2025. Revenue recognized during 2025 primarily relates to the transfer of the exclusive license and the portion of the upfront consideration allocated to development activities performed during the period.
Grant Revenue
We recognized revenue from the BMGF Grant of zero and $3.5 million for the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2024,2025, research and development expenses were $74.2$201.6 million, an increase of $6.1$127.4 million, or 9%,172%, compared to $68.1$74.2 million for the year ended December 31, 2023.2024. The increase was primarily due to increases in clinical trial expenses related to our COVID-19 vaccine candidate, an increase in manufacturing and preclinical expenses and facilities expenses,partially offset by a decrease in clinical trial expensesexpense related to ourmanufacturing, noroviruspreclinical, vaccinepersonnel candidatecosts and afacilities decrease in stock-based compensation expense and personnel-related costs.expense.
For the year ended December 31, 2024,2025, general and administrative expenses were $20.8$17.6 million, a decrease of $1.8$3.2 million, or 8%15% compared to $22.6$20.8 million for the year ended December 31, 2023.2024. The decrease was primarily due to a decrease in personnel-relatedpersonnel costs, including stock-based compensation expenses,legal and directors’professional fees, and officers’facilities insurance costs, offset by increases in severance costs, recruiting costs and other professional fees.expense.
Non-Operating (Expense) Income
The following table summarizes the period-over-period changes in our net non-operating (expense) income for years ended December 31 (in thousands, except percentages):
For the year ended December 31, 2024,2025, we recorded interest income of $2.5$1.6 million, a 4%37% decrease from the $2.7$2.5 million interest income recorded in the year ended December 31, 2023.2024. The decrease is primarily due to lower interest rates in 2024, partially offset by a higher cash, cash equivalents and investments balance.balance, and lower interest rates in 2025.
Non-cash interest expense related to sale of future royalties representing imputed interest on the unamortized portion of the sale of future royalties liability, increaseddecreased to $3.0$2.8 million for the year ended December 31, 2024,2025, from the $1.4$3.0 million in 2023,2024, due to ana increasedecrease in non-cash royalty revenue payable to HCRP.
The provision for income taxes was $260,000$0.5 million and $261,000$0.3 million for the years ended December 31, 20242025 and 2023,2024, respectively. The tax charge primarily relates to interest on an intercompany loan from a foreign subsidiarysubsidiary, and a 5% withholding tax on royalty revenue earned on sales of Inavir in Japan, which is potentially recoverable as a foreign tax credit but expensed because we record a 100% valuation allowance against our deferred tax assets. The amount of income tax expense recorded is directly proportional to Inavir royalties, including the portion that we pass through to HCRP.
In June 2024, we entered into the 2024 ATI-RRPV Contract. Pursuant to the 2024 ATI-RRPV Contract, we may receive funding of up to $460.7 million to conduct a Phase 2b comparative study evaluating our oral pill COVID-19 vaccine candidate against an mRNA vaccine comparator approved by the U.S. Food and Drug Administration, manufacture a COVID-19 vaccine candidate targeting the KP.2 strain, and acquire an approved mRNA vaccine targeting the KP.2 strain. As of December 31, 2024,2025, we have received $72.0$189.1 million of cash payments under the 2024 ATI-RRPV Contract. Subsequent to December 31, 2024,2025, through the filing date of this Annual Report on Form 10-K, we have received $7.2$14.2 million under the 2024 ATI-RRPV Contract. On FebruaryAugust 21,5, 2025, wethe Company received written notification from ATI in the Noticesform of a stop work order directing usthe Company to stop work on allscreening ofand ourenrollment effortsfor withthe respectCOVID-19 toPhase 2b trial under the 2024 ATI-RRPV Contract,Contract withas of the exceptionnotification date. On October 8, 2025, the Company received a follow-up notice from ATI, which indicated that weBARDA mayintends to conclusively exclude work subject to the foregoing stop work order from the 2024 ATI-RRPV Contract. The Company may, however, continue efforts associated with the per protocol follow-up of all participants dosed as of the notification date in the study under the terms of the 2024 ATI-RRPV Contract. As of the August notification date, the Company had enrolled approximately half of the targeted number of participants for the 400-personstudy. cohort.On March 10, 2026, we entered into Modification No. 6 to the 2024 ATI-RRPV Contract, which increased the total amount of funding available for payment to approximately $316.0 million. The NoticesCompany statedanticipates a further modification to the 2024 ATI-RRPV Contract that will reflect the reduced scope of work and corresponding reduction in funding that resulted from previously issued stop work order is in effect for a period of 90 days after the date of the Notices and, that within a period of 90 days, ATI, as directed by the U.S. Government, will either cancel the stop-work order, extend the stop work, or terminate the work covered by the letter.orders.
In March 2025, the Company entered into an At the Market Offering Agreement (the “March 2025 ATM”) with Citizens JMP Securities, LLC (“Citizens”) and B. Riley Securities, Inc. (“B. Riley” and, together with Citizens, the “Managers”), pursuant to which the Company may offer and sell, from time to time through the Managers, shares of its common stock having an aggregate offering price of up to $50 million. The shares will be sold pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-270671), as previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company filed a prospectus supplement, dated March 21, 2025, with the SEC in connection with the offer and sale of the shares under the March 2025 ATM. The Company will pay the Managers a placement fee of up to 3% of the gross sale price from each sale of the shares under the March 2025 ATM. During the year ended December 31, 2025, 382,700 shares were issued and sold under the March 2025 ATM for gross proceeds of $0.2 million, which, after deducting sales commissions and expenses incurred to date, resulted in net proceeds of $0.1 million. As of December 31, 2025, approximately $48.4 million of our common stock remained available for issuance and sale pursuant to the March 2025 ATM. However, we are unable to leverage the ATM at this time because our common stock has been delisted from trading on The Nasdaq Capital Market.
Effective July 8, 2025, Nasdaq suspended trading in our common stock and Vaxart, Inc. was formally delisted from Nasdaq following a final determination by the Nasdaq's Listing Qualifications Department on November 3, 2025. Our common stock has been quoted on the OTCQX under the ticker symbol “VXRT” since the stock was suspended from trading on Nasdaq on July 8, 2025. The National Securities Markets Improvement Act of 1996 prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” As Nasdaq has officially delisted our securities, our securities are not covered securities since OTCQX-traded securities are not considered covered securities, and we will need to follow each state’s blue sky laws for offers and sales of our securities made to residents of that state. This state-level regulation introduces additional compliance requirements for brokers to consider when trading in our securities and will further negatively impact any trading liquidity in our securities.
On November 4, 2025, the Company entered into (i) an Exclusive License and Collaboration Agreement (the “License and Collaboration Agreement”) with Dynavax Technologies Corporation (“Dynavax”) relating to the Company’s investigational oral vaccine candidate for COVID-19 based on its proprietary oral delivery platform and (ii) a Securities Purchase Agreement with Dynavax for the sale of the Company’s common stock. Pursuant to the License and Collaboration Agreement, the Company granted Dynavax an exclusive, worldwide license to develop and commercialize the Company’s oral pill COVID-19 vaccine candidate for SARS-CoV-2, SARS coronavirus, or MERS coronavirus, including COVID-19 and all variants thereof. Under the terms of the License and Collaboration Agreement, Dynavax paid the Company an upfront license fee of $25.0 million and purchased $5.0 million of the Company’s common stock pursuant to the Securities Purchase Agreement. The License and Collaboration Agreement includes a collaboration component designed to facilitate the efficient development, regulatory approval, and commercialization of products within the defined field of use, as described in greater detail in the Current Report on Form 8-K filed by the Company with the SEC on November 5, 2025. Pursuant to the Securities Purchase Agreement, the Company sold and issued 11,111,111 shares of common stock at a per share purchase price of $0.45 under the Company’s shelf registration statement on Form S-3, including the prospectus dated May 5, 2025 contained therein, and the prospectus supplement dated November 4, 2025.
On February 10, 2026, Sanofi completed its acquisition of Dynavax. As a result of the consummation of the merger, Dynavax became an indirect wholly owned subsidiary of Sanofi. There can be no assurance that Sanofi will continue to perform the obligations under the 2025 License and Collaboration Agreement or that Sanofi will not exercise its right to terminate the agreement.
As of December 31, 2024,2025, we had approximately $51.7$63.8 million of cash, cash equivalents and short-term investments. OurWe believe our cash, cash equivalents and investments are not sufficient to fund our planned operations for aat period ofleast 12 months from the date of issuance of this Annual Report. To continue operations,operations thereafter, we expect that we will need to raise further capital, through the sale of additional securities or otherwise. Our future capital requirements and the adequacy of our available funds will depend on many factors, most notably our ability to successfully commercialize our products and services.
Based on management’s current plan, we expect to have enough cash runway into the fourthsecond quarter of 2025.2027. IfAccordingly, wemanagement areconcluded unablethat to raise additional capital in sufficient amounts or on acceptable terms, management’s plans include further reducing or delaying operating expenses. Thesethe conditions raiseand events that previously raised substantial doubt about our ability to continue as a going concern forhave abeen period of one year from the date of the issuance of these consolidated financial statements.alleviated. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Net Cash Provided by (Used in) Operating Activities
We experienced negativeNet cash flowprovided fromby operating activities was $7.7 million for the year ended December 31, 2025, compared to net cash used in operating activities of $44.8 million for the year ended December 31, 2024. The cash provided by operating activities for the yearsyear ended December 31, 2024,2025, was driven by income of $16.3 million and 2023,adjustments for net non-cash income related to depreciation and amortization, stock-based compensation and non-cash interest expense related to sale of future royalties, net of non-cash revenue related to the gain on modification of lease liability, sale of future royalties and amortization of discount on investments, net totaling $14.0 million, partially offset by a decrease in theworking amountscapital of $44.8$22.6 million, and $70.5 million, respectively.million. The cash used in operating activities for the year ended December 31, 2024, was due to cash used to fund a net loss of $66.9 million and an increase in working capital of $3.3 million, partially offset by adjustments for net non-cash income related to depreciation and amortization, stock-based compensation and non-cash interest expense related to sale of future royalties, net of non-cash revenue related to sale of future royalties and amortization of discount on investments, net totaling $18.9 million. The cash used in operating activities for the year ended December 31, 2023, was due to cash used to fund a net loss of $82.5 million and an increase in working capital of $10.9 million, partially offset by adjustments for net non-cash income related to depreciation and amortization, stock-based compensation and non-cash interest expense related to sale of future royalties, net of non-cash revenue related to sale of future royalties and amortization of discount on investments, net totaling $22.9 million.
Net Cash Provided by (Used in) Provided by Investing Activities
In the year ended December 31, 2025, we received $16.8 million from maturities of investments, net of purchases, and used $0.1 million of cash to purchase property and equipment, net of proceeds. In 2024, we used $20.8 million of cash to purchase investments, net of maturities, and used $0.6 million of cash to purchase property and equipment. In 2023, we received $45.7 million from maturities of investments, net of purchases and used $1.8 million to purchase property and equipment, net of disposals.
In the year ended December 31, 2025, we received net financing proceeds of $4.2 million from the sale of our common stock under the Dynavax Purchase Agreement, net proceeds of $53,000 from the sale of our common stock under the March 2025 ATM, and $0.2 million from the issuance of treasury stock under the employee stock purchase plan, partially offset by $0.2 million from treasury stock acquired to settle employee tax withholding liabilities. In 2024, we received net proceeds of $37.5 million from the sale of our common stock under the June 2024 Offering, net proceeds of $8.8 million from the sale of our common stock under the September 2021 ATM, net proceeds of $9.9 million from the sale of our common stock under the 2024 Securities Purchase Agreement and $0.5 million from the issuance of common stock and treasury stock under the employee stock purchase plan, partially offset by $0.2 million from common stock acquired to settle employee tax withholding liabilities. In 2023, we received $13.6 million from the issuance of common stock in a registered direct offering, $1.4 million from the sale of common stock under the September 2021 ATM and $0.6 million from the issuance of common stock under the employee stock purchase plan, partially offset by $0.4 million from common stock acquired to settle employee tax withholding liabilities.
Long Term Debt, HCRP. Under an agreement executed in 2016, during the first royalty interest period of April 1, 2016 through March 31, 2025, we arewere obligated to pay HCRP the first $3.0 million and any cumulative remaining shortfall amount plus 15% of the next $1.0 million in royalties earned in each year commencing on April 1, with any excess revenue being retained by us. Further, during the second royalty interest period beginning April 1, 2025 and ending on December 24, 2029, HCRP is entitled to the first $2.7 million and any cumulative remaining shortfall amount plus 15% of the next $1.0 million in royalties, with any excess revenue being retained by us. See Note 6 to the Consolidated Financial Statements in Part II, Item 8 for further details.
Share-based payment arrangements. 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 we expect to recognize over an estimated weighted average period of 2.1 years. See Note 10 to the Consolidated Financial Statements in Part II, Item 8 for further details on stock-based compensation expense recognized.
Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilitiesliabilities, revenues and expenses. On an ongoing basis, we evaluate these estimates and judgments. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue and expenses that are not readily apparent from other sources. Actual results may differ materially from these estimates. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
We record accrued expenses for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, and contract manufacturing activities. We record the estimated costs of research and development activities based upon the estimated amount of services provided and include the costs incurred but not yet invoiced within other accrued liabilities in the consolidated balance sheets and within research and development expense in the consolidated statements of operations and comprehensive loss.income (loss). These costs can be a significant component of our research and development expenses.
Revenue from the 2025 License and Collaboration Agreement
The Company enters into license and collaboration agreements that may include the grant of licenses to intellectual property, research and development services, participation on joint governance committees, and manufacturing technology transfer. The terms of such arrangements may include non-refundable upfront payments, development and regulatory milestone payments, sales-based milestone payments, royalties on future product sales, and other contingent payments.
The Company accounts for its license and collaboration agreements in accordance with ASC 606, Revenue from Contracts with Customers. Under ASC 606, the Company identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the identified performance obligations based on their relative standalone selling prices, and recognizes revenue when, or as, the performance obligations are satisfied.
Performance obligations under these arrangements may include licenses to intellectual property and research and development services. The Company evaluates whether licenses are distinct from other promised services and whether they represent functional intellectual property that provides a right to use intellectual property as it exists at a point in time or symbolic intellectual property that provides a right to access intellectual property over time. Licenses determined to be functional intellectual property are recognized at a point in time when control transfers to the customer. Research and development services are generally recognized over time as the services are performed.
The transaction price may include fixed consideration, such as upfront payments, and variable consideration, such as milestone payments and royalties. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Milestone payments that are not subject to the sales-based royalty exception are evaluated under the variable consideration constraint and recognized when the associated uncertainty is resolved. Sales-based milestone payments and royalties are recognized as revenue when the underlying sales occur.
For performance obligations satisfied over time, the Company measures progress using an input method based on costs incurred relative to total estimated costs to complete the performance obligation. Estimates of total costs are reassessed at each reporting period, and adjustments to revenue are recorded as a cumulative catch-up if estimates change.
What changed in the latest 10-Q
Risk Factors
Largest changes
“In June 2024, we entered into the 2024 ATI-RRPV Contract with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA. The 2024 ATI-RRPV Contract, as modified and amended to date, provides for a funding ceiling of approximately $460.7 million. Funding has been released pursuant to authorized milestones delineated in a series of contract modifications. Pursuant to Modification No. …”see in full comparison
“In June 2024, we entered into the 2024 ATI-RRPV Contract with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA. Pursuant to June 22, 2026, Modification No. 7 to the 2024 ATI-RRPV Contract, the total amount of authorized funding was reduced from $460.7 million to $344.8 million (a decrease of $115.9 million). The June 22, 2026 Modification No. …”see in full comparison
In August 2025, ATI issued a second stop work order directing the Company to halt further screening and enrollment for the COVID-19 Phase 2b trial under the 2024 ATI-RRPV Contract. As of the August notification date, the Company had enrolled approximately half of the targeted number of participants for the main cohort of the study. On October 8, 2025, ATI issued a Follow-Up Notice confirming BARDA’s intent to stop all ongoing enrollment under the contract while permitting continued follow-up and planned analyses of both the sentinel cohort and the enrolled main study population.see in full comparisonContract funding is currently under review and is likely to be reduced commensurate with the reduced enrollment of approximately 5,000 participants versus the original planned enrollment of 10,000 participants in the main cohort of the Phase 2b study.
Effective July 8, 2025, Nasdaq suspended trading in our common stock and subsequently informed the Company on September 19,see in full comparison2025,2025 that the Company’s common stock will be delisted from The Nasdaq Capital Market due to theCompany’songoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Vaxart, Inc. was formally delisted from NasdaqfollowingeffectiveaDecemberfinal determination by the Nasdaq's Listing Qualifications Department on November 3,1, 2025. Our common stock is currently quoted on the OTCQX under the ticker symbol “VXRT.” We can provide no assurance that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes for our common stock, and whether the trading volume of our common stock will be sufficient to provide for an efficient trading market in the future. Stocks trading in the OTC Markets generally have substantially less liquidity, hence, decreasing our ability to issue additional securities or obtain additional financing. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If we are no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Full comparison: every changed paragraph (4)
In June 2024, we entered into the 2024 ATI-RRPV Contract with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA. Pursuant to June 22, 2026, Modification No. 7 to the 2024 ATI-RRPV Contract, the total amount of authorized funding was reduced from $460.7 million to $344.8 million (a decrease of $115.9 million). The June 22, 2026 Modification No. 7 reduction to total authorized funding under the 2024 ATI-RRPV Contract follows the reduction in scope of work that resulted from previously issued stop work orders that halted enrollment and therefore reduced the size of the study.
In June 2024, we entered into the 2024 ATI-RRPV Contract with ATI, the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA. The 2024 ATI-RRPV Contract, as modified and amended to date, provides for a funding ceiling of approximately $460.7 million. Funding has been released pursuant to authorized milestones delineated in a series of contract modifications. Pursuant to Modification No. 6 to the 2024 ATI-RRPV Contract, dated March 10, 2026 (the most recent contract modification), the total amount of funding available for payment under the 2024 ATI-RRPV Contract is approximately $316.0 million.
In August 2025, ATI issued a second stop work order directing the Company to halt further screening and enrollment for the COVID-19 Phase 2b trial under the 2024 ATI-RRPV Contract. As of the August notification date, the Company had enrolled approximately half of the targeted number of participants for the main cohort of the study. On October 8, 2025, ATI issued a Follow-Up Notice confirming BARDA’s intent to stop all ongoing enrollment under the contract while permitting continued follow-up and planned analyses of both the sentinel cohort and the enrolled main study population. Contract funding is currently under review and is likely to be reduced commensurate with the reduced enrollment of approximately 5,000 participants versus the original planned enrollment of 10,000 participants in the main cohort of the Phase 2b study.
Effective July 8, 2025, Nasdaq suspended trading in our common stock and subsequently informed the Company on September 19, 2025,2025 that the Company’s common stock will be delisted from The Nasdaq Capital Market due to the Company’s ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Vaxart, Inc. was formally delisted from Nasdaq followingeffective aDecember final determination by the Nasdaq's Listing Qualifications Department on November 3,1, 2025. Our common stock is currently quoted on the OTCQX under the ticker symbol “VXRT.” We can provide no assurance that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes for our common stock, and whether the trading volume of our common stock will be sufficient to provide for an efficient trading market in the future. Stocks trading in the OTC Markets generally have substantially less liquidity, hence, decreasing our ability to issue additional securities or obtain additional financing. The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If we are no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.
Management's Discussion & Analysis (MD&A)
New heading “Non-Operating Expense”
Removed heading “Non-Operating Income (Expense)”
Largest changes
“As of March 31, 2026, we had approximately $61.0 million of cash, cash equivalents and short-term investments. Our cash, cash equivalents and investments are sufficient to fund our planned operations for at least the period of 12 months from the date of issuance of this Quarterly Report. …”see in full comparison
“As of June 30, 2026, we had approximately $64.0 million of cash, cash equivalents and short-term investments. Our cash, cash equivalents and investments are sufficient to fund our planned operations for at least the period of 12 months from the date of issuance of this Quarterly Report. …”see in full comparison
see in full comparisonWeFor operating activities, we experienced positive cash flow of $0.7 million for the six months ended June 30, 2026 and a negative cash flowfromof $25.5 million for the six months ended June 30, 2025. The net cash provided by operating activitiesforin thethreesix months endedMarchJune31,30,20262026, was due to an operating net loss of $8.3 million, offset by an increase in working capital of $3.3 million (consisting of a decrease in receivables from government contracts and2025,prepaid expenses and partially offset by an increase intheunbilledamountsreceivables from government contracts, accounts payable, deferred collaboration revenue and accrued labilities), and adjustments for non-cash expenses related to stock-based compensation of$2.1$2.8 million, depreciation and amortization of $1.9 million, and $1.0 millionandof$9.6non-cashmillion,interestrespectively.expense related to sale of future royalties. The cash used in operating activities in thethreesix months endedMarchJune31, 2026, was driven by net income of $5.2 million, partially offset by an increase in working capital of $10.0 million (consisting of an increase in receivables from government contracts and accounts payable and partially offset by a decrease in accrued labilities, accounts receivable, and prepaid expenses), and adjustments for net non-cash expenses related to depreciation and amortization, accretion of discount on investments, net, stock-based compensation, non-cash interest expense related to sale of future royalties and non-cash revenue related to sale of future royalties totaling $2.7 million. The cash used in operating activities in the three months ended March 31,30, 2025, was due to cash used to fund a net loss of$15.6$30.6 million, partially offset by a decrease in working capital of$3.4$1.0 million, and adjustments for net non-cash expenses related to depreciation and amortization, accretion of discount on investments, net, stock-based compensation, non-cash interest expense related to sale of future royalties and non-cash revenue related to sale of future royalties totaling$2.6$6.0 million.
“For the three months ended June 30, 2026, we recorded interest income of $0.6 million, an 86% increase from the $0.3 million interest income recorded in the three months ended June 30, 2025. For the six months ended June 30, 2026, we recorded interest income of $1.1 million, a 51% increase from the $0.7 million interest income recorded in the six months ended June 30, 2025. The increase is due to both higher average cash, cash equivalents and short-term investment balances held and more favorable interest rates available.”see in full comparison
Full comparison: every changed paragraph (49)
We are a clinical-stage biotechnology company primarily focused on the development of oral recombinant vaccines based on our Vector-Adjuvant-Antigen Standardized Technology (“VAAST® ”) proprietary oral vaccine platform. We are developing prophylactic vaccine candidates that target a range of infectious diseases, including norovirus (a widespread cause of acute gastroenteritis), coronavirus including SARS-CoV-2 (the virus that causes coronavirus disease 2019 (“COVID-19”)), and influenza. In addition, we have generated preclinical data for our first therapeutic vaccine candidate targeting cervical cancer and dysplasia caused by human papillomavirus (“HPV”). Our oral vaccines are designed to generate broad and durable immune responses that may protect against a wide range of infectious diseases and may be useful for the treatment of chronic viral infections and cancer. Our investigational vaccines are administered using a room temperature-stable tablet, rather than by injection.
In June 2024, we entered into an agreement (as modified or amended from time to time, the “2024 ATI-RRPV Contract”) with Advanced Technology International (“ATI”), the Rapid Response Partnership Vehicle’s Consortium Management Firm funded by HHS BARDA for a Phase 2b clinical study. This Phase 2b clinical study is designed as a double-blind, multi-center, randomized, comparator-controlled study to determine the relative efficacy, safety, and immunogenicity of Vaxart’s oral pill COVID-19 vaccine candidate against an approved mRNA COVID-19 injectable vaccine in adults previously immunized against COVID-19 infection. The 2024 ATI-RRPV Contract initially providedauthorized forto receive total funding of up to $460.7 million to conduct this Phase 2b study, manufacture a COVID-19 vaccine candidate, and acquire an approved mRNA vaccine targeting a homologous strain.
In the second half of 2024, we initiated and completed enrollment of the 400-participant sentinel cohort of our Phase 2b study comparing our XBB COVID-19 vaccine candidate to an approved mRNA XBB comparator, and in January 2025 the independent data safety monitoring board recommended the study proceed without modifications based on 30-day sentinel cohort data, with 12-month follow-up data expected in the first half of 2026.data. Following a February 2025 ATI stop work order on the 2024 ATI-RRPV Contract (lifted in April 2025), we received HHS BARDA approval in May 2025 to initiate dosing in the 10,000-participant main cohort of the Phase 2b study; however, in August 2025 ATI issued a second stop work order halting further screening and enrollment after approximately half of the targeted participants had been enrolled, and on October 8, 2025, ATI issued a Follow-Up Notice confirming BARDA’s intent to stop all ongoing enrollment under the contract while permitting continued follow-up and planned analyses of the sentinel and enrolled main study populations, with contract funding currently under review and likely to be reduced commensurate with the reduced enrollment.populations.
On July 6, 2026, we announced topline 12-month data from the 400-participant sentinel safety cohort of our Phase 2b study, in which 201 participants received our oral pill COVID-19 vaccine candidate and 199 participants received an approved mRNA comparator vaccine targeting the XBB strain of SARS-CoV-2. No vaccine-related serious adverse events (“SAEs”) or sustained Grade 3 or higher adverse events (“AEs”) were reported in either arm of the study. The most common AEs among participants who received our oral pill vaccine candidate were malaise/fatigue (20.9%), headache (18.9%) and loss of appetite (10.0%), and fewer than 10% of such participants experienced any other AE. The most common AEs among participants who received the mRNA comparator were injection site pain (60.3%), injection site tenderness (40.2%), malaise/fatigue (35.2%), myalgia/muscle pain (33.2%) and headache (28.6%); arthralgia, chills, loss of appetite, nausea, diarrhea, and induration/swelling at the injection site were each experienced by between 10% and 15% of such participants, and fewer than 10% of such participants experienced any other AE. With respect to the efficacy measure of symptomatic COVID-19, 33 participants in the oral pill vaccine arm and 30 participants in the mRNA comparator arm experienced symptomatic disease, and asymptomatic COVID-19 cases were reported in 12 participants in each arm. This 400-participant sentinel safety cohort was not powered to determine comparative efficacy between the two arms. Topline data from the complete study, comprising the 400 participants in the sentinel safety cohort and approximately 5,000 participants in the main cohort (which received vaccines targeting the KP.2 viral strain prevalent at the time main cohort dosing was initiated), are anticipated in first half of 2027. The main cohort is designed and powered to support the planned statistical comparison of safety and relative efficacy outcomes between the two arms.
In connection with these contract developments, the Company has received funding through a series of contract modifications tied to authorized milestones. PursuantThe toCompany most recently signed Modification No. 67 to the 2024 ATI-RRPV Contract, dated MarchJune 10,22, 20262026, (thewhich most recent contract modification),adjusted the total amount of authorized funding available for payment under the 2024 ATI-RRPV Contractcontract isto approximately $316.0$344.8 million, including $67.9 million of firm fixed price amounts and the remaining amount for reimbursement of costs incurred in trial preparation and execution activities. The Companyfunding anticipatesavailable afor furtherpayment modificationincreased from $316.0 million to $331.0 million (an increase of $15.0 million) as compared to the previous Modification No. 6 signed March 10, 2026. The June 2026 total authorized funding reduction from $460.7 million to $344.8 million in the 2024 ATI-RRPV Contract reflectingreflected thereduction reducedin scope of work and corresponding reduction in funding resultingthat resulted from the previously issued stop work orders that halted enrollment and therefore reduced the size of the study. Notwithstanding these adjustments, the parties have reached agreement on the continuing scope of work.
Based on our understanding of the currently agreed scope, we anticipate that the Phase 2b study, which enrolled healthy adults 18 years and older in the U.S. with 400 participants from the sentinel cohort and approximately 5,000 participants enrolled from the main cohort as of our receipt of the August 5, 2025 stop work order, will continue to collect participant data over a 12 month period post-vaccination and will continue to be funded under the 2024 ATI-RRPV Contract. Out of the approximately 5,400 total participants, we expect approximately 2,700 to have received our COVID-19 vaccine candidate and approximately 2,700 to have received an approved strain-matched mRNA comparator. The study has been conducted to enroll participants in line with U.S. demographics, as well as to include at least 25% over the age of 65.
We are not obligated to pay HCRP any royalty payment beyond what we are paid by Daiichi Sankyo. The cumulative remaining shortfall amount is the aggregate amount of the shortfall for each annual period, which was $6.7 million as of MarchJune 31,30, 2026.
In January 2024, we were awarded the 2024 ASPR-BARDA Contract by HHS BARDA, with a base and all options value of $9.3 million. Under the 2024 ASPR-BARDA Contract, we received an award to support clinical trial planning activities for a Phase 2b clinical trial that would compare our XBB vaccine candidate to an mRNA comparator to evaluate efficacy for symptomatic and asymptomatic disease, systemic and mucosal immune induction, and adverse events. No revenue from government contracts was recognized on the 2024 ASPR-BARDA Contract for the three months ended MarchJune 31,30, 2026 and 2025, based on the achievement of certain milestones under the 2024 ASPR-BARDA Contract.
In June 2024, we entered into the 2024 ATI-RRPV Contract. In the second half of 2024, the 2024 ATI-RRPV Contract was modified to increase funding and expand the scope to include the manufacture of a vaccine candidate targeting the KP.2 strain and acquire an approved mRNA vaccine targeting the KP.2 strain. Pursuant to the 2024 ATI-RRPV Contract (as modified or amended from time to time), we were to receive overalltotal funding of up to $460.7 million to conduct a Phase 2b comparative study evaluating our oral pill COVID-19 vaccine candidate against an mRNA vaccine comparator approved by the FDA. Funding has been releasereleased pursuant to authorized milestones delineated in a series of contract modifications. PursuantThe toCompany most recently signed Modification No. 67 to the 2024 ATI-RRPV Contract, dated MarchJune 10,22, 20262026, (thewhich most recent contract modification),increased the total amount of funding available for payment under the 2024 ATI-RRPV Contract isto approximately $331.0 million, an increase of approximately $15.0 million as compared to the approximately $316.0 million,million includingfunding $67.9authorized for payment under Modification No. 6, dated March 10, 2026. The authorized total funding in Modification No. 7 was reduced at the same time by $115.9 million ofto firm$344.8 fixedmillion priceas amounts and the remaining amount for reimbursement of costs incurred in trial preparation and execution activities. The Company anticipates a further modificationcompared to the$460.7 2024million ATI-RRPVpreviously, Contract that willto reflect the reduced scope of work andfrom corresponding reduction in funding that resulted fromthe previously issued stop work orderorders that halted enrollment and therefore reduced the size of the study. Revenue from government contracts recognized on the 2024 ATI-RRPV Contract was $36.4$24.3 million and $19.3$39.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, based on costs incurred and the achievement of firm fixed-price milestones under the 2024 ATI-RRPV Contract. For further information about the August 5, 2025 stop work order relating to the 2024 ATI-RRPV Contract, see the section above titled “—Our Product Pipeline” in the “Coronavirus Vaccine” discussion.
The following table shows our period-over-period research and development expenses, identifying external costs that were incurred in each of our vaccine programs and, separately, on preclinical research and process development for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):
The following table presents period-over-period changes in selected items in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):
The following table summarizes the period-over-period changes in our revenues for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):
* Percentages greater than 100% or not meaningful
For the three and six months ended MarchJune 31,30, 2026 and 2025, non-cash royalty revenue related to sale of future royalties from Daiichi Sankyo was $42,000$11,000 and zero, and $53,000 and $1.6 million, respectively. We continue to have non-cash royalty revenue as all royalties received for the three and six months ended MarchJune 31,30, 2026 and 2025 were required to be paid to HCRP.
For the three and six months ended MarchJune 31,30, 2026 and 2025, revenue from government contracts was $36.4$24.3 million and $19.3$39.7 million, and $60.6 million and $59.0 million, respectively. The revenue from government contracts consists of the 2024 ASPR-BARDA Contract awarded to us in January 2024 and the 2024 ATI-RRPV Contract awarded to us in June 2024. No revenue was recognized under the 2024 ASPR-BARDA Contract for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively. Revenue from the 2024 ATI-RRPV Contract was $36.4$24.3 million and $19.3$39.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $60.6 million and $59.0 million for the six months ended June 30, 2026 and 2025, respectively.
For the three and six months ended MarchJune 31,30, 2026 and 2025, collaboration revenue was $2.8$2.9 million, compared to zero for both licensemillion and collaborationzero, revenueand for$5.7 themillion threeand monthszero, ended March 31, 2025.respectively. The license and collaboration revenue derives from the 2025 License and Collaboration Agreement signed in November 2025. Revenue recognized in 2026 primarily relates to the portion of the upfront consideration allocated to development activities performed during the period.
The following table summarizes the period-over-period changes in our operating expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):
For the three months ended MarchJune 31,30, 2026, research and development expenses decreased by $1.3$16.0 million, or 4%,32%, compared to the three months ended MarchJune 31,30, 2025. The net decrease was primarily due to a decrease in personnel, preclinical and manufacturing costs, partially offset by an increase in clinical trial expenses related to our COVID-19 vaccine candidate.candidate, personnel costs, facilities costs, and preclinical and manufacturing costs.
For the six months ended June 30, 2026, research and development expenses decreased by $17.3 million, or 22%, compared to the six months ended June 30, 2025. The net decrease was primarily due to a decrease in clinical trial expenses related to our COVID-19 vaccine candidate, personnel costs, preclinical and manufacturing costs, and facilities costs.
For the three months ended MarchJune 31,30, 2026, general and administrative expenses decreasedincreased by $0.4$2.0 million, or 8%,44%, compared to the three months ended MarchJune 31,30, 2025. The net decreaseincrease was primarily due to a decrease in personnel, facilities and recruiting costs, partially offset by an increase in professional and legal fees.fees partially offset by a decrease in personnel costs.
Non-Operating Income (Expense)
The following table summarizes the period-over-period changes in our non-operating income for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
For the threesix months ended MarchJune 31,30, 2026, wegeneral recordedand interestadministrative incomeexpenses ofincreased $0.6by $1.6 million, aor 26%16%, increasecompared fromto the $0.4 million interest income recorded in the threesix months ended MarchJune 31,30, 2025. The net increase iswas primarily due to thean increase in our cash, cash equivalentsprofessional and investmentslegal balance.fees, partially offset by a decrease in personnel costs.
Non-Operating Expense
The following table summarizes the period-over-period changes in our non-operating income for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
* Percentages greater than 100% or not meaningful
For the three months ended June 30, 2026, we recorded interest income of $0.6 million, an 86% increase from the $0.3 million interest income recorded in the three months ended June 30, 2025. For the six months ended June 30, 2026, we recorded interest income of $1.1 million, a 51% increase from the $0.7 million interest income recorded in the six months ended June 30, 2025. The increase is due to both higher average cash, cash equivalents and short-term investment balances held and more favorable interest rates available.
Non-cash interest expense related to sale of future royalties representing imputed interest on the unamortized portion of the sale of future royalties liability, was $0.5 million forand the three months ended March 31, 2026, with $1.0$0.7 million for the three months ended MarchJune 31,30, 2026 and 2025 and $1.0 million and $1.7 million for the six months ended June 30, 2026 and 2025. The decrease was due to a decrease in non-cash royalty revenue payable to HCRP.
Other expense, net, was $0.3 million and $1,000 for the three months ended June 30, 2026 and 2025, and $0.3 million and $2,000 for the six months ended June 30, 2026 and 2025. The other expense increase was due to a $0.3 million non-cash loss recorded as related to the issuance of common stock for commitment shares according to the terms of the April 2026 ELOC.
The following table summarizes the period-over-period changes in our provision for income taxes for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):
* Percentages greater than 100% or not meaningful
The provision for income taxes was $29,000 and $95,000$20,000 for the three months ended
June March30, 31,2026 and
2025, respectively and $58,000 and $115,000 for the six months ended June 30, 2026 and 2025, respectively. The tax charge relates to foreign tax expense attributable to interest on an intercompany loan from a foreign subsidiary, and a 5% withholding tax on royalty revenue earned on sales of Inavir in Japan, which is potentially recoverable as a foreign tax credit but expensed because we record a 100% valuation allowance against our deferred tax assets. The amount of foreign withholding tax expense recorded is directly proportional to Inavir royalties, including the portion that we pass through to HCRP.
In June 2024, we entered into the 2024 ATI-RRPV Contract. Pursuant to the 2024 ATI-RRPV Contract, we were authorized to receive overalltotal funding of up to $460.7 million to conduct a Phase 2b comparative study evaluating our oral pill COVID-19 vaccine candidate against an mRNA vaccine comparator approved by the U.S. Food and Drug Administration, manufacture a COVID-19 vaccine candidate targeting the KP.2 strain, and acquire an approved mRNA vaccine targeting the KP.2 strain. As of MarchJune 31,30, 2026, we have received $218.9$253.8 million of cash payments under the 2024 ATI-RRPV Contract. Subsequent to MarchJune 31,30, 2026, through the filing date of this Quarterly Report on Form 10-Q, we have received $19.8$12.8 million under the 2024 ATI-RRPV Contract. On August 5, 2025, the Company received written notification from ATI in the form of a stop work order directing the Company to stop work on screening and enrollment for the COVID-19 Phase 2b trial under the 2024 ATI-RRPV Contract as of the notification date. On October 8, 2025, the Company received a follow-up notice from ATI, which indicated that BARDA intends to conclusively exclude work subject to the foregoing stop work order from the 2024 ATI-RRPV Contract. The Company was, however, authorized to continue efforts associated with the per protocol follow-up of all participants dosed as of the notification date in the study under the terms of the 2024 ATI-RRPV Contract. When the Company received the August notification, we had enrolled approximately half of the targeted number of participants for the study. OnThe MarchCompany 10,most 2026,recently we entered intosigned Modification No. 67 to the 2024 ATI-RRPV Contract, dated June 22, 2026, which increasedadjusted the total amount of authorized funding available for payment to approximately $316.0 million. The Company anticipates a further modification tounder the 2024 ATI-RRPV Contract thatdown willto reflectapproximately $344.8 million, including $67.9 million of firm fixed price amounts and the reducedremaining amount for reimbursement of costs incurred in trial preparation and execution activities. The funding available for payment increased from $316.0 million to $331.0 million (an increase of $15.0 million) as compared to the previous Modification No. 6 signed March 10, 2026. The 2024 ATI-RRPV Contract further contemplates additional funding up to $13.8 million if the Company and HHS BARDA decide to continue with the Phase 2b comparative study. The June 2026 reduction from $460.7 million to $344.8 million in the 2024 ATI-RRPV Contract reflected reduction in scope of work and corresponding reduction in funding that resulted from previously issued stop work orders that halted enrollment and therefore reduced the size of the study.
In March 2025, the Company entered into an At the Market Offering Agreement (the “March 2025 ATM”) with Citizens JMP Securities, LLC (“Citizens”) and B. Riley Securities, Inc. (“B. Riley” and, together with Citizens, the “Managers”), pursuant to which the Company may offer and sell, from time to time through the Managers, shares of its common stock having an aggregate offering price of up to $50 million. The shares will be sold pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-270671), as previously filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company filed a prospectus supplement, dated March 21, 2025, with the SEC in connection with the offer and sale of the shares under the March 2025 ATM. The Company will pay the Managers a placement fee of up to 3% of the gross sale price from each sale of the shares under the March 2025 ATM. During the three months ended MarchJune 31,30, 2026, no shares were issued and sold under the March 2025 ATM. As of MarchJune 31,30, 2026, approximately $48.4 million of our common stock remained available for issuance and sale pursuant to the March 2025 ATM. However, we are unable to leverage the ATM at this time because our common stock has been delisted from trading on The Nasdaq Capital Market.
Effective July 8, 2025, Nasdaq suspended trading in our common stock and the Company was formally delisted from Nasdaq followingeffective aDecember final determination by the Nasdaq's Listing Qualifications Department on November 3,1, 2025. Our common stock has been quoted on the OTCQX under the ticker symbol “VXRT” since the stock was suspended from trading on Nasdaq on July 8, 2025. The National Securities Markets Improvement Act of 1996 prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” As Nasdaq has officially delisted our securities, our securities are not covered securities since OTCQX-traded securities are not considered covered securities, and we will need to follow each state’s blue sky laws for offers and sales of our securities made to residents of that state. This state-level regulation introduces additional compliance requirements for brokers to consider when trading in our securities and will further negatively impact any trading liquidity in our securities.
As of March 31, 2026, we had approximately $61.0 million of cash, cash equivalents and short-term investments. Our cash, cash equivalents and investments are sufficient to fund our planned operations for at least the period of 12 months from the date of issuance of this Quarterly Report. To continue operations, we expect that we will need to raise further capital, through the sale of additional securities or otherwise; however, adequate funding may not be available to us on acceptable terms, or at all, particularly in light of current economic uncertainty, high interest rates, rising inflation, tariffs, and the potential for local and/or global economic recession. Our future capital requirements and the adequacy of our available funds will depend on many factors, most notably our ability to successfully commercialize our products and services.
In April 2026, the Companywe entered into a purchase agreement (the “April 2026 ELOC”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company may sell, from time to time, shares of its common stock having an aggregate offering price of up to $25.0 million (the “Commitment Amount”), of registered shares of its common stock over a 24-month period, subject to certain limitations and conditions. TheIn May 2026, the Company intends to filefiled a registration statement with the SEC covering the resale by LPC of the Purchase Shares that have been and may be issued to LPC under the April 2026 ELOC. As of June 30, 2026, 75,000 shares were issued and sold under the April 2026 ELOC for gross proceeds of $44,000. As of June 30, 2026, approximately $25 million of the Commitment Amount remained available for issuance and sale pursuant to the April 2026 ELOC.
As of June 30, 2026, we had approximately $64.0 million of cash, cash equivalents and short-term investments. Our cash, cash equivalents and investments are sufficient to fund our planned operations for at least the period of 12 months from the date of issuance of this Quarterly Report. To continue operations, we expect that we will need to raise further capital, through the sale of additional securities or otherwise; however, adequate funding may not be available to us on acceptable terms, or at all, particularly in light of current economic uncertainty, high interest rates, rising inflation, tariffs, and the potential for local and/or global economic recession. Our future capital requirements and the adequacy of our available funds will depend on many factors, most notably our ability to successfully commercialize our products and services.
Based on management’s current plan, which reflects updated assumptions based on events occurring after March 31, 2026, we expect to have enough cash runway into the second quarter of 2027. SeeIf Notewe 13are unable to theraise Condensedadditional Consolidated Financial Statementscapital in Partsufficient I,amounts Itemor 1on foracceptable terms, management’s plans include further details.reducing Accordingly,or managementdelaying concludedoperating thatexpenses. theThese conditions and events that previously raisedraise substantial doubt about our ability to continue as a going concern havefor beena alleviated.period of one year from the date of the issuance of these consolidated financial statements. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Net Cash Provided by (Used in) Operating Activities
WeFor operating activities, we experienced positive cash flow of $0.7 million for the six months ended June 30, 2026 and a negative cash flow fromof $25.5 million for the six months ended June 30, 2025. The net cash provided by operating activities forin the threesix months ended MarchJune 31,30, 20262026, was due to an operating net loss of $8.3 million, offset by an increase in working capital of $3.3 million (consisting of a decrease in receivables from government contracts and 2025,prepaid expenses and partially offset by an increase in theunbilled amountsreceivables from government contracts, accounts payable, deferred collaboration revenue and accrued labilities), and adjustments for non-cash expenses related to stock-based compensation of $2.1$2.8 million, depreciation and amortization of $1.9 million, and $1.0 million andof $9.6non-cash million,interest respectively.expense related to sale of future royalties. The cash used in operating activities in the threesix months ended MarchJune 31, 2026, was driven by net income of $5.2 million, partially offset by an increase in working capital of $10.0 million (consisting of an increase in receivables from government contracts and accounts payable and partially offset by a decrease in accrued labilities, accounts receivable, and prepaid expenses), and adjustments for net non-cash expenses related to depreciation and amortization, accretion of discount on investments, net, stock-based compensation, non-cash interest expense related to sale of future royalties and non-cash revenue related to sale of future royalties totaling $2.7 million. The cash used in operating activities in the three months ended March 31,30, 2025, was due to cash used to fund a net loss of $15.6$30.6 million, partially offset by a decrease in working capital of $3.4$1.0 million, and adjustments for net non-cash expenses related to depreciation and amortization, accretion of discount on investments, net, stock-based compensation, non-cash interest expense related to sale of future royalties and non-cash revenue related to sale of future royalties totaling $2.6$6.0 million.
In the threesix months ended MarchJune 31,30, 2026, we purchasedhad $0.2$3.4 net cash used for investing activities. Net cash used resulted from $2.9 million of investments,investments purchased, net of maturities, and used $0.2$0.5 million to purchase property and equipment, net of proceeds. In the threesix months ended MarchJune 31,30, 2025, we received $13.4$20.5 million from maturities of investments, net of purchases, and used $0.1 millionpurchases of cash to purchase property and equipment.investments.
In the threesix months ended MarchJune 31,30, 2026, we used $0.3$0.4 million to acquire common stock to settle employee tax withholding liabilities. In the threesix months ended MarchJune 31,30, 2025, we used approximately $0.2 million to acquire common stock to settle employee tax withholding liabilities.
We have the following contractual obligations and commercial commitments as of MarchJune 31,30, 2026 (in thousands):
As previously disclosed, in December 2025, the Company entered into a termination agreement (the “Termination Agreement”) with another landlord (the “Harbor Way Landlord”) in connection with the termination of that certain lease agreement (the “Harbor Way Lease”) for certain premises located at 170 Harbor Way, South San Francisco, California 94080 that served as the Company’s headquarters. The Harbor Way Lease consistsconsisted of approximately 24,606 square feet of rentable space. Pursuant to the Termination Agreement, the Company and the Harbor Way Landlord agreed to terminateterminated the Harbor Way Lease effective as of May 15, 2026.
Purchase obligations. As of MarchJune 31,30, 2026, the Company had approximately $19.3$22.5 million of non-cancelable purchase commitments, principally for clinical services which are expected to be paid within the next year. Approximately $18.2$7.2 million of non-cancelable purchase commitments are attributable to a third-party vendorvendors that provides clinicalservice services,as related to the ATI-RRPV Contract, that is reimbursable at approximately $19.6$7.7 million under a cost-plus-fixed-fees arrangement in the ATI-RRPV Contract.arrangement.
Intangible assets comprise developed technology and intellectual property. Intangible assets are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over useful life of 11.75 years for developed technology and 20 years for intellectual property. The fair value as of MarchJune 31,30, 2026 is being amortized on a straight-line basis over the remaining period of 3.63.4 years and 1.81.5 years for developed technology and intellectual property, respectively.
Expected term – This represents the period that our stock-based awards granted are expected to be outstanding and is determined using the simplified method (the arithmetic average of its original contractual term and its average vesting term). We have very limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for our stock-based awards. Based on the weighted average applied to options awarded in the threesix months ended MarchJune 31,30, 2026, a notional 10% decrease in expected term would have reduced the fair value and the related compensation expense by approximately 2.4%.2.3%.
Expected volatility – This is a measure of the amount by which our common stock price has fluctuated or is expected to fluctuate. Since the beginning of 2020, we have measured volatility based on the historical volatility of our own stock over the retrospective period corresponding to the expected term of the options on the measurement date. Based on the weighted average applied to options awarded in the threesix months ended MarchJune 31,30, 2026, a notional 10% decrease in expected volatility (from 118.4%124.1% to 106.5%111.7%) would have reduced the fair value and the related compensation expense by approximately 4.6%.4.3%.
VXRT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 10,000 shares, about $6.5K) and open-market sales in 0 filings. Net open-market shares: 10,000 (purchases minus sales); net value about $6.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-16 | Finney Kevin |
Grant/award | 39,400 | — | — |
| 2026-07-16 | Breitmeyer James B |
Grant/award | 8,315 | — | — |
| 2026-07-16 | Heron Elaine J |
Grant/award | 39,400 | — | — |
| 2026-07-16 | Watson W. Mark |
Grant/award | 39,400 | — | — |
| 2026-07-16 | Wheadon David E. |
Grant/award | 39,400 | — | — |
| 2026-05-22 | Watson W. Mark |
Open-market purchase | 10,000 | $0.65 | $6.5K |
| 2026-05-19 | Grasman Jeroen Nicolaas |
Shares withheld for tax | 31,395 | $0.61 | $19.2K |
| 2026-04-23 | Breitmeyer James B |
Grant/award | 78,800 | — | — |
Well-known investors holding VXRT (13F)
None of the 59 investors we track reported a position in their latest 13F.