Release Details
Vaxart Addresses Frequently Asked Questions on Reverse Stock Split Proposal in Definitive Proxy Statement
Company Urges Stockholders to Vote FOR Reverse Stock Split Proposal at Upcoming Annual Meeting to Avoid Nasdaq Delisting
1) Why is
a. Vaxart is at risk of being delisted from Nasdaq since the Company’s share price is not in compliance with their minimum
2) Will the Reverse Stock Split change the value of my investment?
a. No. The reverse stock split does not impact the aggregate value of a stockholder’s investment or percentage ownership interest in the Company, except with respect to the treatment of fractional shares. Stockholders will own fewer shares at an anticipated higher price per share.
3) Will the Reverse Stock Split cause dilution in Vaxart’s stock?
a. No. The reverse split only causes a change for all issued shares of Vaxart’s common stock uniformly.
4) Why is the proposed Reverse Stock Split ratio of not less than 1-for-5 and not more than 1-for-50 so wide?
a. Since the closing per share stock price was
5) Can
a. Since we are not currently a profitable company, we believe that instituting a share repurchase program would not be a prudent use of capital at this time. Funds from the Project NextGen award are directly used only for costs related to our Phase 2b COVID-19 clinical trial.
6) Can the Company continue trading on Nasdaq without executing a reverse stock split?
a. It is unlikely that the Company will continue trading on Nasdaq without a reverse stock split unless there is a sudden change in the stock price above
7) What are the anticipated benefits of the reverse stock split for
a. There are many benefits of the reverse stock split: 1) It is anticipated to maintain our Nasdaq listing, which is the primary driver behind the proposed reverse stock split; 2) It potentially increases our market visibility that may broaden our investor appeal; and 3) It potentially enhances our long-term value since the result will likely increase trading volume and facilitate future financing opportunities, which are critical to advancing our important work.
8) Have any independent proxy advisory firms weighed in on the reverse stock split proposal?
a. Yes. In addition to Vaxart’s board of directors unanimously recommending stockholders vote “FOR” the reverse stock split proposal, both of the leading independent proxy advisory firms,
9) Are there other options to increase the share price?
a. Yes. We continue to pursue numerous options to enhance stockholder value, but currently a reverse stock split is often the most direct and immediate way to address low share price issues and meet listing requirements. Organic price appreciation depends on, among other things, positive clinical trial results, regulatory progress, and market sentiment, which can be less predictable and take more time. A reverse stock split provides us with a necessary foundation to attract a wider investor base and potentially benefit from future positive developments.
10) Will the reverse stock split change the fundamental value of
a. No. A reverse stock split is a numerical adjustment to the number of outstanding shares and, consequently, the price per share. It does not inherently change the underlying business operations, assets, or potential of
11) Would
a. No. If our common stock is delisted from Nasdaq, this could adversely affect the value of the securities that you hold and our trading volume, making it more difficult to buy and sell our securities. Trading on the OTC means significantly lower visibility, limiting our access to the larger pool of capital available on major exchanges. Crucially, many institutional investors have mandates that restrict or outright prohibit them from investing in OTC-listed companies due to the perceived higher risk, lower liquidity, and less stringent regulatory requirements. Furthermore, we anticipate that a delisting could lead to a cessation of research coverage by financial analysts. This lack of research coverage would reduce market visibility and potentially negatively impact investor sentiment and understanding of our value proposition.
12) How does the reverse stock split fit into the Company's overall strategy?
a. A reverse stock split is not an option that
13) Does management stand to benefit from stockholders approving the reverse stock split?
a. No. Management equity is adjusted accordingly. In fact, management has also suffered losses related to the Company’s share price decline.
14) Will
a. Vaxart has already obtained significant non-dilutive funding in the form of its BARDA award as well as a smaller award from the
15) Can I change my vote after submitting my proxy?
a. Stockholders may change their vote at any time prior to the meeting. Your latest proxy card or other proxy is the one that is counted. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank. Refer to the proxy statement for the annual meeting for additional details.
If you have any questions or need assistance with voting, please contact Vaxart’s proxy solicitation firm:
Toll-Free: 1-855-264-1527
Email: info@campaign-mgmt.com
About
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections, concerning our business, operations, and financial performance and condition as well as our plans, objectives, and expectations for business operations, funding, financial performance and condition, and regaining compliance with the Nasdaq minimum bid price requirement. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. You can identify these statements by words such as “anticipate,” “assume,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “should,” “will,” “would,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this press release may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under “Item 1A - Risk Factors” in our Annual Report on Form 10-K for the year ended
Participants in the Solicitation
The Company and its directors, executive officers, and certain employees and other persons may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the business to be conducted at the annual meeting of stockholders. Investors and security holders may obtain more detailed information regarding the names, affiliations, and interests of the Company's directors and executive officers in the definitive proxy statement filed in connection with the annual meeting of stockholders as well as the Company’s other filings with the
Contact
Vaxart Media and Investor Relations
IR@vaxart.com
(646) 871-8481
Source: Vaxart, Inc.