United States securities and exchange commission logo

                               January 22, 2021

       Andrei Floroiu
       Chief of Executive Officer
       Vaxart, Inc.
       385 Oyster Point Boulevard
       Suite 9A
       South San Francisco, CA 94080

                                                        Re: Vaxart, Inc.
                                                            Form 10-K for the
fiscal year ended December 31, 2019
                                                            File No. 001-35285

       Dear Mr. Floroiu:

              We have reviewed your January 8, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response to these comments, we may have
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       December 28, 2020 letter.

       Form 10-K for the fiscal year ended December 31, 2019

       Management's Discussion and Analysis, page 77
       Results of Operations, page 80

   1.                                                   We have read your
response to comment 1 in our letter dated December 28, 2020. Please
                                                        revise this section of
your future filings to more clearly disclose that due to the timing of
                                                        cash flows under the
HCRP agreement, royalty revenues for Inavir for the second, third
                                                        and fourth quarters of
any given year get passed through to HCRP such that there are no
                                                        such revenues recorded
for those periods, but that those passed-through amounts are
                                                        instead recorded as
non-cash royalty revenue related to the sale of future royalties. Revise
                                                        this section as well as
the risk factor on page 58 to clarify the extent to which the
                                                        seasonality you
experience in your revenue recognition is more attributable to when flu
                                                        season occurs versus
attributable to the timing of cash flows pursuant to the HCRP
 Andrei Floroiu
Vaxart, Inc.
January 22, 2021
Page 2
       You may contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
if you
have questions regarding comments on the financial statements and related

FirstName LastNameAndrei Floroiu                       Sincerely,
Comapany NameVaxart, Inc.
                                                       Division of Corporation
January 22, 2021 Page 2                                Office of Life Sciences
FirstName LastName