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United States securities and exchange commission logo
December 28, 2020
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
Form 10-Q for the
quarterly period ended June 30, 2020
File No. 001-35285
Dear Mr. Floroiu:
We have limited our review of your filings to the financial
statements and related
disclosures 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 additional comments.
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 note your discussion
of the changes in royalty revenue for the periods presented on
page 81. You explain
that royalty revenue in the year ended December 31, 2018 "excludes
comparable revenue of
$3.5 million earned in the pre-Merger period." We note however
from page 105 that the
large increase in royalty revenue during 2019 can be attributed to
Inavir, as such
revenues were $3,668,000 in 2019 and $552,000 in the post-Merger period
in 2018, given royalty
revenues from Relenza in each of those periods were fairly
consistent, i.e., was
$778,000 and $788,000, respectively. Please explain and provide us
with your proposed MD&A
disclosures to more clearly disclose the underlying trends
experienced. We further
note from the revenue footnotes included in the Forms 10-Q for
the last several
quarters that apparently no royalty revenue was earned from Inavir in the
Andrei Floroiu
Vaxart, Inc.
December 28, 2020
Page 2
second and third quarters for each of the last three years. Please
provide proposed
disclosure to identify the underlying trends, in the context of the
disclosure on page 78
that such revenue amounts are "based on fixed percentages of net sales
of these drugs".
Form 10-Q for the quarterly period ended June 30, 2020
Management's Discussion and Analysis, page 20
Financial Operations Overview, page 23
2. We note your statement on page 24 that your preclinical research
activities in the six
months ended June 30, 2020, have related principally to COVID-19 and
to your customer
service contract. We note the table provided on page 79 of the
December 31, 2019 Form
10-K and page 22 of the March 31, 2020 Form 10-Q that disaggregates
external research
and development expenses by program, including Preclinical research
and process
development costs. Please provide a table similar to the one provided
on page 79 of your
December 31, 2019 Form 10-K in your future filings as it will help
readers better understand the changes in such expenses and how such
changes align with
your focused business and operational activities. Given your narrative
emphasis on your
research activities related to a COVID-19 vaccine, tell us how you
considered separately
quantifying the research expenses related to those efforts in your
table or related narrative
disclosure.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494
with any
questions.
FirstName LastNameAndrei Floroiu Sincerely,
Comapany NameVaxart, Inc.
Division of
Corporation Finance
December 28, 2020 Page 2 Office of Life
Sciences
FirstName LastName