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2025-01-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2025
Vaxart, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35285
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59-1212264
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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170 Harbor Way, Suite 300, South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (650) 550-3500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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VXRT
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Appointment of Kevin Finney to Board of Directors
On January 24, 2025, following a recommendation by the Nominating and Governance Committee of the Board of Directors (the “Board”) of Vaxart, Inc. (the “Company”), the Board appointed Kevin Finney to serve on the Board, effective January 28, 2025, until Mr. Finney’s successor is elected and qualified, or sooner in the event of his death, resignation, or removal. The Board has determined that Mr. Finney meets the requirements for independence under the applicable listing standards of The Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as amended. Mr. Finney was also appointed as a member of the Audit Committee and the Nominating and Governance Committee of the Board.
Mr. Finney is an experienced biotech executive and director who has held numerous leadership roles in the healthcare industry, leading companies from early stages of development through to commercialization. Since November 2019, Mr. Finney has served as President, Chief Executive Officer, and Chairman of the board of directors of Autobahn Therapeutics, Inc. Since January 2016, Mr. Finney has also served as vice chairman of the board of directors of Eirion Therapeutics, Inc. Mr. Finney also served on the board of directors of Anterios Inc., Taris Biomedical (now known as Johnson & Johnson) and Eirion Therapeutics. From January 2019 to July 2019, Mr. Finney served as president and chief operating officer of Abide Therapeutics Inc., where he led the acquisition of Abide by H. Lundbeck A/S in 2019. Mr. Finney is also a founder of Zavante Therapeutics, Inc. (now known as Nabriva therapeutics PLC) and served as its chief operating officer. As a founding member, Mr. Finney led the initial financing of Zavante Therapeutics and its operations from inception in June 2015 through its sale in September 2018. Previously, Mr. Finney was vice president and head of world-wide corporate development at Allergan, Inc., an international specialty pharmaceutical company operating in more than 100 countries worldwide. In this role he led strategic corporate development and was at the center of some of the industry’s largest transactions, including Allergan’s 2015 acquisition by Actavis. During his tenure at Allergan, the company grew from $3 billion in annual revenue to $7 billion through organic and acquired growth, including substantial growth of the neurology franchise with the flagship product BOTOX®. Mr. Finney is an experienced biotech executive and director who has held numerous leadership roles in the healthcare industry, leading companies from -early stages of development through to commercialization. Mr. Finney has a B.A. in Exercise Physiology from California State University, Long Beach, and an MBA from Pepperdine Graziadio Business School.
Mr. Finney will be entitled to receive cash and equity compensation for his service on the Board and committees thereof in the standard amounts previously approved by the Board and as set forth in the Vaxart, Inc. Non-Employee Director Compensation Program.
Mr. Finney also entered into the Company’s standard form of indemnification agreement, the form of which is filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-35285), filed with the U.S. Securities and Exchange Commission on February 20, 2018.
There are no arrangements or understandings between Mr. Finney and any other persons, pursuant to which he was appointed as a member of the Board. There are no family relationships between Mr. Finney and any of the Company’s directors or executive officers. Mr. Finney is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Resignation of Robert A. Yedid from the Board of Directors
On January 24, 2025, Robert A. Yedid resigned from the Board and any committees of the Board, effective January 28, 2025. Mr. Yedid’s resignation was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Additional Committee Appointment
On January 24, 2025, the Board also appointed Elaine J. Heron, Ph.D. as a member of the Compensation Committee of the Board, effective January 28, 2025.
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Item 7.01.
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Regulation FD Disclosure.
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On January 28, 2025, the Company issued a press release announcing the appointment of Mr. Finney as a member of the Board and the resignation of Mr. Yedid from the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VAXART, INC.
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Dated: January 28, 2025
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By:
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/s/ Steven Lo
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Steven Lo
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President and Chief Executive Officer
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Exhibit 99.1
Vaxart Appoints Seasoned Biotech Executive Kevin Finney to Board of Directors
Mr. Finney brings 35 years of leadership, operations and corporate development experience
SOUTH SAN FRANCISCO, Calif., January 28, 2025 -- Vaxart, Inc. (Nasdaq: VXRT) (the “Company” or “Vaxart”) today announced the appointment of Kevin Finney to the Company’s Board of Directors, effective today. Mr. Finney is a seasoned healthcare executive and experienced board member who brings decades of industry leadership experience and operational expertise.
Mr. Finney will serve as a member of the Audit and Nominating and Governance Committees of the Board.
“Kevin adds a wealth of healthcare industry experience spanning executive leadership, governance, operations, and corporate development to the Board. His broad expertise will be an important asset as we execute on our strategy and focus on achieving our milestones in a timely manner,” said Steven Lo, Vaxart’s Chief Executive Officer. “We welcome Kevin to the Vaxart Board and look forward to his contributions.”
“I am excited to join Vaxart's Board as the Company continues to make major strides in advancing its oral vaccine platform technology,” said Mr. Finney. “I believe that Vaxart’s unique approach to vaccine development holds great promise for global public health particularly given the persistent challenges posed by various infectious diseases.”
The Company also announced that Robert A. Yedid has stepped down from the Board of Directors, effective today.
“On behalf of Vaxart and its Board, I would like to thank Bob for his years of service and contributions to our Company,” said Vaxart Board Chairman, Dr. Michael J. Finney.
About Kevin Finney
Mr. Finney is an experienced biotech executive and director who has held numerous leadership roles in the healthcare industry, leading companies from early stages of development through commercialization.
Mr. Finney currently serves as President and Chief Executive Officer of Autobahn Therapeutics and Chairman of its Board of Directors since 2019.
Prior to joining Autobahn, Mr. Finney served as President, Chief Operating Officer, and a Director of Abide Therapeutics through the company’s acquisition by Lundbeck in 2019. Prior to this, Mr. Finney founded and served as the Chief Operating Officer of Zavante Therapeutics through the company’s acquisition by Nabriva Therapeutics in 2018. Mr. Finney previously spent a decade as Head of World-Wide Corporate Development at Allergan, Inc.
Prior to Allergan, Mr. Finney held executive management roles at Prometheus Laboratories, Inc. (now Nestle Health Science), Amylin Pharmaceuticals, Inc. (now Bristol-Myers Squibb) and the Parke-Davis division of Warner-Lambert (now Pfizer). In addition to his role at Autobahn, Mr. Finney serves on the board of Eirion Therapeutics, and previously served on the boards of Elsie Biotechnologies (now GSK), Taris Biomedical (now J&J) and Anterios (now Allergan).
Mr. Finney holds an MBA from the George L. Graziado School of Business, Pepperdine University, and a B.A. in exercise physiology from California State University Long Beach.
Kevin Finney and Vaxart Board Chairman Dr. Michael J. Finney are not related.
About Vaxart
Vaxart is a clinical-stage biotechnology company developing a range of oral recombinant vaccines based on its proprietary delivery platform. Vaxart vaccines are designed to be administered using pills that can be stored and shipped without refrigeration and eliminate the risk of needle-stick injury. Vaxart believes that its proprietary pill vaccine delivery platform is suitable to deliver recombinant vaccines, positioning the company to develop oral versions of currently marketed vaccines and to design recombinant vaccines for new indications. Vaxart’s development programs currently include pill vaccines designed to protect against coronavirus, norovirus and influenza, as well as a therapeutic vaccine for human papillomavirus (HPV), Vaxart’s first immune-oncology indication. Vaxart has filed broad domestic and international patent applications covering its proprietary technology and creations for oral vaccination using adenovirus and TLR3 agonists.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding Vaxart's strategy, prospects, plans and objectives, results from preclinical and clinical trials, commercialization agreements and licenses, and beliefs and expectations of management are forward-looking statements. These forward-looking statements may be accompanied by such words as “should,” “believe,” “could,” “potential,” “will,” “expected,” “anticipate,” “plan,” and other words and terms of similar meaning. Examples of such statements include, but are not limited to, statements relating to Vaxart's ability to develop and commercialize its product candidates; Vaxart's expectations regarding clinical results and trial data; and the timing of the conduct of such trials and of receiving and reporting such clinical results and trial data. Vaxart may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Vaxart makes, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement, and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates, and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical studies; decisions by regulatory authorities impacting labeling, manufacturing processes, and safety that could affect the availability or commercial potential of any product candidate, including the possibility that Vaxart's product candidates may not be approved by the FDA or non-U.S. regulatory authorities; that, even if approved by the FDA or non-U.S. regulatory authorities, Vaxart's product candidates may not achieve broad market acceptance; that a Vaxart collaborator may not attain development and commercial milestones; that Vaxart or its partners may experience manufacturing issues and delays due to events within, or outside of, Vaxart's or its partners' control; difficulties in production, particularly in scaling up initial production, including difficulties with production costs and yields, quality control, including stability of the product candidate and quality assurance testing, shortages of qualified personnel or key raw materials, and compliance with strictly enforced federal, state, and foreign regulations; that Vaxart may not be able to obtain, maintain, and enforce necessary patent and other intellectual property protection; that Vaxart's capital resources may be inadequate; Vaxart's ability to resolve pending legal matters; Vaxart's ability to obtain sufficient capital to fund its operations on terms acceptable to Vaxart, if at all; the impact of government healthcare proposals and policies; competitive factors; and other risks described in the "Risk Factors" sections of Vaxart's Quarterly and Annual Reports filed with the U.S. Securities and Exchange Commission. Vaxart does not assume any obligation to update any forward-looking statements, except as required by law.
Contact
Vaxart Media and Investor Relations:
Matt Steinberg
FINN Partners
IR@vaxart.com
(646) 871-8481
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