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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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VAXART, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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4.
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Proposed maximum aggregate value of transaction:
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5.
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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6.
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Amount Previously Paid:
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7.
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Form, Schedule or Registration Statement No.:
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8.
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Filing Party:
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9.
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Date Filed:
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1.
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To elect the board of directors’ six nominees for director to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
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2.
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To approve an amendment to our 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,900,000 shares to 16,900,000 shares.
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3.
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To ratify the selection by our Audit Committee of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2021.
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4.
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To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.
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5.
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To conduct any other business properly brought before the meeting.
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Proposal No. 1 – To elect six directors to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified.
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Proposal No. 2 – To approve an amendment to our 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,900,000 shares to 16,900,000 shares.
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Proposal No. 3 – To ratify the selection by our Audit Committee of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2021.
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Proposal No. 4 – To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.
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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.
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To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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To vote over the telephone, dial toll-free (800) 690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from your Notice. Your telephone vote must be received by 11:59 p.m., Eastern Time on June 15, 2021, to be counted.
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To vote through the internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from your Notice. Your internet vote must be received by 11:59 p.m., Eastern Time on June 15, 2021, to be counted.
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“For” the election of the six nominees for director;
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“For” the approval of the amendment to our 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,900,000 shares to 16,900,000 shares;
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“For” the ratification of the selection of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2021; and
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“For” the non-binding, advisory approval of executive compensation.
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You may submit another properly completed proxy card with a later date.
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You may grant a subsequent proxy by telephone or through the internet.
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You may send a timely written notice that you are revoking your proxy to our Secretary at 170 Harbor Way, Suite 300, South San Francisco, California 94080.
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You may attend the Annual Meeting and vote in person, or listen and participate in the Annual Meeting as well as vote and submit your questions during a live webcast of the meeting by visiting www.virtualshareholdermeeting.com/VXRT2021 and entering the 16-digit control number included in your Notice, on your proxy card or in the instructions that accompanied your proxy materials. Simply attending or participating in the Annual Meeting will not, by itself, revoke your proxy.
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Proposal No. 1 – For the election of directors, the nominees receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected.
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Proposal No. 2 – To approve the amendment to our 2019 Equity Incentive Plan, the proposal must receive “For” votes from the holders of a majority of shares cast. Abstentions will count as a vote “Against” the proposal and broker non-votes will have no effect.
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Proposal No. 3 – To ratify the selection of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2021, the proposal must receive “For” votes from the holders of a majority of shares cast. If you “Abstain” from voting, it will have no effect. Broker non-votes will have no effect.
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Proposal No. 4 – To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement, the proposal must receive “For” votes from the holders of a majority of shares cast. If you “Abstain” from voting, it will have no effect. Broker non-votes will have no effect.
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What am I voting on?
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Electing the six director nominees identified below to hold office until the 2022 Annual Meeting of stockholders and until his or her successor is elected or appointed.
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Vote recommendation:
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FOR the election of each of the six director nominees.
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Vote required:
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Directors are elected if they receive more FOR votes than WITHHOLD votes.
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Name
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Age
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Position
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Todd Davis
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60
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Director
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Michael J. Finney, Ph.D.
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62
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Director
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Andrei Floroiu
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48
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Director
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David Wheadon, M.D.
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63
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Director
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Karen J. Wilson
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58
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Director
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Robert A. Yedid
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63
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Director
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Name
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Audit
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Compensation(6)
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Nominating
and
Governance
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Wouter W. Latour, M.D.
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Michael J. Finney, Ph.D.(4)
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✔
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Karen J. Wilson(1)
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✔*
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Keith Maher, M.D.(2)
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✔
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Robert A. Yedid
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✔
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✔*
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Todd C. Davis(5)
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✔*
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Steven Boyd(2)
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✔
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Andrei Floroiu(3)
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*
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Committee Chairperson
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(1)
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Ms. Wilson joined the Audit Committee and has served as the Chair of the Audit Committee since August 2020.
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(2)
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Mr. Boyd and Dr. Maher resigned from the board of directors and all committees of the board of directors in January 2021.
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(3)
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Mr. Floroiu served on the Audit Committee from April 2020 until June 2020.
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(4)
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Dr. Finney also joined the Compensation Committee in January 2021.
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(5)
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Mr. Davis also joined the Nominating and Governance Committee in April 2021.
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(6)
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Dr. Wheadon also joined the Compensation Committee in April 2021.
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selecting a qualified firm to serve as the independent registered public accounting firm to audit the combined company’s financial statements;
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helping to ensure the independence and performance of the independent registered public accounting firm;
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discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the combined company’s interim and year-end operating results;
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developing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
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reviewing policies on risk assessment and risk management;
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reviewing related party transactions;
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obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes the combined company’s internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
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approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
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reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;
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reviewing and recommending to our board of directors the compensation of our directors;
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reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers;
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administering our stock and equity incentive plans;
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selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisers;
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reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; and
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reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.
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identifying, evaluating and selecting, or recommending that the board of directors approve, nominees for election to the board of directors;
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evaluating the performance of the board of directors and of individual directors;
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considering and making recommendations to the board of directors regarding the composition of the committees of the board of directors;
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reviewing developments in corporate governance practices;
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evaluating the adequacy of corporate governance practices and reporting;
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reviewing management succession plans;
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developing and making recommendations to the board of directors regarding corporate governance guidelines and matters; and
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overseeing an annual evaluation of the board of directors’ performance.
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What am I voting on?
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To approve an amendment to our 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 8,900,000 shares to 16,900,000 shares.
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Vote recommendation:
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“FOR” the approval of the amendment to our 2019 Equity Incentive Plan.
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Vote required:
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A majority of the shares cast.
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Effect of abstentions:
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“AGAINST” the approval of the amendment to our 2019 Equity Incentive Plan.
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Effect of broker non-votes:
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None.
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Name
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Option Shares
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Andrei Floroiu
Chief Executive Officer
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250,000
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Brant Biehn
Senior Vice President of Business Operations
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100,000
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Margaret Echerd
Senior Vice President, Principal Accounting Officer
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100,000
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Shaily Garg
Senior Vice President of Clinical Development and Project Management
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100,000
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Richard Schwartz
Senior Vice President of Technical Operations
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100,000
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Sean Tucker
Senior Vice President, Chief Scientific Officer
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100,000
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•
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No single trigger acceleration. Generally, there is no single-trigger acceleration of vesting upon change in control. The 2019 Plan does not provide for automatic vesting of awards upon a change in control; although certain performance-based stock option grants made to our Chief Executive Officer in 2020 were eligible to vest on a single trigger basis.
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Awards subject to forfeiture/clawback. Awards granted under the 2019 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required
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No liberal change in control definition. The change in control definition in the 2019 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the 2019 Plan to be triggered.
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No discounted stock options or stock appreciation rights. All stock options and stock appreciation rights granted under the 2019 Plan must have an exercise or strike price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted.
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Administration by our board of directors or independent committee. The 2019 Plan will be administered by our board of directors, which may in turn delegate authority to administer the 2019 Plan to a committee with the members of such committee being “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “independent” within the meaning of the Nasdaq listing standards.
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Material amendments require stockholder approval. Consistent with Nasdaq rules, the 2019 Plan requires stockholder approval of any material revisions to the 2019 Plan. In addition, certain other amendments to the 2019 Plan require stockholder approval.
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Repricing. Pursuant to an amendment approved by our board of directors on April 28, 2021, the 2019 Plan does not permit the “repricing” of stock options, stock appreciation rights or other stock awards without stockholder approval.
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Limit on non-employee director awards and other awards. The maximum number of shares subject to stock awards granted during any calendar year to any of our non-employee directors, taken together with any cash fees paid by the Company to such non-employee director during such calendar year, may not exceed $600,000 in total value, or $750,000 in total value with respect to the calendar year in which the individual is first appointed or elected to our board of directors (calculating the value of any such stock awards based on the grant date fair value of the stock awards for financial reporting purposes).
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Plan Category
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Number of
Securities to
Be Issued
Upon
Exercise of
Outstanding
Options
(a)
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Weighted-
Average
Exercise Price of
Outstanding
Options
(b)
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Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
(c)
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Equity compensation plans approved by security holders
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6,813,033(1)
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$2.70
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1,230,863(2)
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Equity compensation plans not approved by security holders
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—
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$—
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—
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Total
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6,813,033
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$2.70
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1,230,863
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(1)
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Reflects shares of common stock issuable upon the exercise of outstanding stock options granted under the 2019 Plan, Vaxart’s 2007 Equity Incentive Plan, Aviragen’s 2016 Equity Incentive Plan and Aviragen’s 2007 Omnibus Equity and Incentive Plan, all of which have been approved by security holders.
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(2)
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Reflects shares of common stock that are available for future issuance under the 2019 Plan.
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As of April 23, 2021
(the Record Date)
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Total number of shares of common stock subject to outstanding stock options
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7,741,425
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Weighted-average exercise price of outstanding stock options
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$3.29
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Weighted-average remaining term of outstanding stock options
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8.90 years
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Total number of shares of common stock subject to outstanding full value awards
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—
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Total number of shares of common stock available for grant under the 2019 Plan
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84,367
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Total number of shares of common stock available for grant under other equity incentive plans
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—
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As of Record Date
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Total number of shares of common stock outstanding
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117,963,912
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Per-share closing price of common stock as reported on Nasdaq Capital Market
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$5.56
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2018
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2019
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2020
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Total number of shares of common stock subject to stock options granted
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431,100
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1,791,030
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5,579,800
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Total number of shares of common stock subject to full value awards granted
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—
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—
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—
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Total number of shares of common stock outstanding as of December 31
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7,141,189
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48,254,994
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110,271,093
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Burn Rate
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6.0%
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3.7%
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5.1%
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the exercise price of the ISO must be at least 110% of the fair market value of the common stock subject to the ISO on the date of grant; and
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the term of the ISO must not exceed five years from the date of grant.
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arrange for the surviving or acquiring corporation (or its parent company) to assume or continue the award or to substitute a similar stock award for the award (including an award to acquire the same consideration paid to our stockholders pursuant to the transaction);
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arrange for the assignment of any reacquisition or repurchase rights held by us with respect to the stock award to the surviving or acquiring corporation (or its parent company);
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accelerate the vesting (and, if applicable, the exercisability) of the stock award and provide for its termination prior to the effective time of the transaction;
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arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to the award;
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cancel or arrange for the cancellation of the stock award, to the extent not vested or exercised prior to the effective time of the transaction, in exchange for such cash consideration, if any, as the board of directors may consider appropriate; and
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make a payment, in such form as may be determined by the board of directors, equal to the excess, if any, of the value of the property the participant would have received upon exercise of the awards prior to the transaction over any exercise price payable by the participant in connection with the exercise. The plan administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner.
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Name and Position
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Dollar
Value ($)
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Number
of Units
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Andrei Floroiu
Chief Executive Officer
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250,000
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Sean Tucker
Senior Vice President, Chief Scientific Officer
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100,000
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Margaret A. Echerd
Senior Vice President Principal Accounting Officer
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100,000
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Executive Group
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450,000
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Non-Employee Director Group
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$412,000
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Non-Executive Officer Employee Group
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300,000
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What am I voting on?
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Ratification of the selection of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2021.
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Vote recommendation:
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“FOR” the ratification of OUM & Co. LLP.
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Vote required:
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A majority of shares cast.
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Effect of abstentions:
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None.
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Effect of broker non-votes:
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None (because this is a routine proposal, there are no broker non-votes).
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2020
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2019
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Audit Fees(1)
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$627,683
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$182,547
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Audit-Related Fees
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—
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—
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Tax Fees
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—
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—
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All Other Fees
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—
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—
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Total Fees
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$627,683
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$182,547
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(1)
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Audit Fees consisted of fees for professional services rendered for the audits of our financial statements, including the audits of our annual financial statements and reviews of our interim quarterly reports, and services provided in connection with SEC filings, including consents and comfort letters.
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2020
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2019
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Audit Fees(1)
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$88,295
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$381,143
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Audit-Related Fees
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—
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—
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Tax Fees
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—
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—
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All Other Fees(2)
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—
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1,780
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Total Fees
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$88,295
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$382,923
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(1)
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Audit Fees consisted of fees for professional services rendered for the audits of our financial statements, including the audits of our annual financial statements and reviews of our interim quarterly reports, and services provided in connection with SEC filings, including consents and comfort letters.
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(2)
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All Other Fees consisted of access to KPMG’s Accounting Research Online website.
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What am I voting on?
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A non-binding vote, known as “say-on-pay,” to approve the 2020 compensation of our named executive officers.
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Vote recommendation:
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“FOR” the approval of our 2020 named executive officer compensation.
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Vote required:
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A majority of shares cast.
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Effect of abstentions:
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None.
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Effect of broker non-votes:
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None.
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Name
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Position
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Andrei Floroiu M.B.A.
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President and Chief Executive Officer and Principal Financial Officer, effective June 14, 2020
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Wouter Latour, M.D.
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Former President and Chief Executive Officer
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Sean Tucker, Ph.D.*
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Vice President, Chief Scientific Officer
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Margaret A. Echerd*
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Vice President, Corporate Controller, and Principal Accounting Officer
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*
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Effective March 25, 2021, Dr. Tucker was elected Senior Vice President, Chief Scientific Officer of the Company and Ms. Echerd was elected Senior Vice President and Principal Accounting Officer of the Company.
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Compensation Objective
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Description
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Pay-For-Performance
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•
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Emphasize performance-based compensation to motivate executives to achieve strong financial, operational and individual performance in a manner that balances short-term and long-term results
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Talent Retention
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•
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Attract and retain high-caliber executives who can effectively manage our complex global business.
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Alignment with Stockholder Interests
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•
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Align our executives’ interests with those of our stockholders by making stock-based incentives a core element of our executives’ compensation.
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•
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Stage of Lead Drug: Phase I and II
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•
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Headcount range: fewer than 100 employees (median = 47)
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•
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Market capitalization range: less than $1.4 billion (median = $377M)
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Name
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STI Payout Level
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Andrei Floroiu
Chief Executive Officer
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115%
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Sean Tucker
Senior Vice President, Chief Scientific Officer
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125%
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Margaret A. Echerd
Senior Vice President, Principal Accounting Officer
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158%
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Name
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Option Shares
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Wouter Latour
Former President and Chief Executive Officer
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900,000
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Sean Tucker
Senior Vice President, Chief Scientific Officer
|
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360,000
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Margaret A. Echerd
Senior Vice President Principal Accounting Officer
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315,000
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Name
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Performance-Based RSUs
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Wouter Latour
Former President and Chief Executive Officer
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74,000
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Sean Tucker
SeniorVice President, Chief Scientific Officer
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74,000
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Margaret A. Echerd
Senior Vice President Principal Accounting Officer
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25,000
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•
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Time-Based Option: An option to purchase 845,280 shares that vests as follows: 25% on the first anniversary of the grant date and 75% in equal monthly installments over the three-year period commencing on such first anniversary, with accelerated vesting with respect to 50% of any then-unvested option shares upon the Company’s execution of a substantial strategic agreement, as determined by the Board, and with accelerated vesting in full in the event of a change in control.
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•
|
Performance-Based Option: An option to purchase 900,000 shares that vests as follows: (i) one-third if the Company achieves a per share closing price equal to $5.00 or more during any 10-consecutive trading days after the grant date but before November 30, 2020 or such later date as determined by the Board (the “Reference Date”), (ii) one-third if the Company achieves a per share closing price equal to $7.50 or more during any 10-consecutive trading days after the grant date but before the Reference Date, and (iii) one-third if the Company achieves a per share closing price equal to $10.00 or more during any 10-consecutive trading days after the grant date but before the Reference Date, in each case subject to continued employment. In the event a change in control occurs before the Reference Date, any unvested portion of the performance-based option will vest in accordance with the above schedule based on the
|
Name and
Principal
Position(4)
|
| |
Fiscal
Year
|
| |
Salary
|
| |
Bonus(1)
|
| |
Stock
Awards(2)
|
| |
Option
Awards(3)
|
| |
All Other
Compensation
|
| |
Total
|
Andrei Floroiu
|
| |
2020
|
| |
$227,595
|
| |
$126,668
|
| |
$—
|
| |
$2,008,479
|
| |
$—
|
| |
$2,362,742
|
Chief Executive Officer (8)
|
| |
2019
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
|
| |
2018
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Wouter W. Latour, M.D.
|
| |
2020
|
| |
$231,965
|
| |
$105,083
|
| |
$125,800
|
| |
$1,733,220
|
| |
$648,760(7)
|
| |
$2,844,828
|
Former President and
|
| |
2019
|
| |
$485,000
|
| |
$52,542
|
| |
$—
|
| |
$201,769
|
| |
$8,400(5)
|
| |
$747,711
|
Chief Executive Officer
|
| |
2018
|
| |
$450,000
|
| |
$—
|
| |
$—
|
| |
$392,162
|
| |
$8,250(5)
|
| |
$850,412
|
Sean N. Tucker, Ph.D.
|
| |
2020
|
| |
$348,390
|
| |
$173,780
|
| |
$125,800
|
| |
$693,288
|
| |
$8,550(5)
|
| |
$1,349,808
|
Chief Scientific Officer
|
| |
2019
|
| |
$331,800
|
| |
$21,567
|
| |
$—
|
| |
$68,291
|
| |
$8,790(5)
|
| |
$430,448
|
|
| |
2018
|
| |
$319,000
|
| |
$—
|
| |
$—
|
| |
$50,398
|
| |
$8,610(6)
|
| |
$378,008
|
Margaret A. Echerd
|
| |
2020
|
| |
$278,250
|
| |
$236,268
|
| |
$42,500
|
| |
$606,627
|
| |
$8,550(5)
|
| |
$1,172,195
|
SVP Controller and
|
| |
2019
|
| |
$265,000
|
| |
$17,225
|
| |
$—
|
| |
$38,777
|
| |
$7,950(5)
|
| |
$328,952
|
Principal Accounting Officer
|
| |
2018
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
(1)
|
Represents the bonuses awarded to the named executive officers for the applicable year. The amount listed for Dr. Latour for 2020 represents the payment of a retention bonus that was due in connection with his termination of employment. The amount listed for Dr. Tucker includes a retention bonus of $43,134. The amount listed for Ms. Echerd includes retention bonuses in the amounts of $34,450 and $70,000.
|
(2)
|
Represents the grant date intrinsic value of performance-based restricted stock unit awards computed in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. These awards were forfeited as of December 31, 2020 because the applicable performance goals were not achieved.
|
(3)
|
Represents the grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718. See Note 13 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021, for a discussion of the relevant assumptions used in calculating value pursuant to FASB ASC Topic 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. Also includes the grant date fair value of stock options received by Mr. Floroiu as a non-employee director, covering 54,720 shares.
|
(4)
|
Each of Dr. Latour and Dr. Tucker commenced service with Vaxart in February 2018 upon the closing of the Merger. Amounts disclosed for such officers include amounts paid for service with private Vaxart in 2018. Ms. Echerd commenced service with Vaxart in April 2018 and became an officer effective January 1, 2019.
|
(5)
|
Amount shown consists solely of a 401(k) match.
|
(6)
|
Consists of a 401(k) match of $8,400 and travel reimbursements of $390 in 2019 and a 401(k) match of $8,250 and travel reimbursements of $360 in 2018.
|
(7)
|
Consists of a 401(k) match of ($8,550), 12 months of severance ($509,250), subsidized medical premiums for 12 months ($43,985) and reimbursement of legal fees in connection with negotiation of his separation agreement ($6,210) and payment of his accrued vacation ($80,765).
|
(8)
|
Mr. Floroiu was elected Chief Executive Officer of the Company on June 15, 2020. From April 13, 2020 until June 15, 2020, he served as a non-employee director. The cash fees of $7,898 earned by Mr. Floroiu as a non-employee director are included in the “Salary” column.
|
Name and Award Type
|
| |
Grant
Date
|
| |
Estimated
Future
Payouts
Under
Non-
Equity
Incentive
Plan
Awards(1)
|
| |
Estimated
Future
Payouts
under
Equity
Incentive
Plan
Awards(2)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
|
| |
Exercise
Price of
Option
Awards (#/sh)
|
| |
Grant
Date
Fair
Value of
Stock
Option ($)(4)
|
|
Target ($)
|
| |
Target (#)
|
| |||||||||||||
Andrei Floroiu
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stock Options
|
| |
4/13/2020(5)
|
| |
|
| |
|
| |
54,720
|
| |
$1.71
|
| |
$106,288
|
Stock Options(7)
|
| |
6/15/2020
|
| |
|
| |
|
| |
845,280
|
| |
$2.46
|
| |
$1,623,191
|
Stock Options(8)
|
| |
6/15/2020
|
| |
|
| |
|
| |
900,000
|
| |
$2.46
|
| |
$279,000
|
Bonus
|
| |
|
| |
$$110,137
|
| |
|
| |
|
| |
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Wouter W. Latour, M.D.
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stock Options
|
| |
3/24/2020(6)
|
| |
|
| |
|
| |
900,000
|
| |
$1.70
|
| |
$1,733,220
|
Bonus
|
| |
|
| |
$$254,625
|
| |
|
| |
|
| |
|
| |
|
RSUs
|
| |
|
| |
|
| |
74,000
|
| |
|
| |
|
| |
$125,800
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Sean N. Tucker, Ph.D.
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stock Options
|
| |
3/24/2020(6)
|
| |
|
| |
|
| |
360,000
|
| |
$1.70
|
| |
$693,288
|
Bonus
|
| |
|
| |
$$104,517
|
| |
|
| |
|
| |
|
| |
|
RSUs
|
| |
|
| |
|
| |
74,000
|
| |
|
| |
|
| |
$125,800
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Margaret A. Echerd
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Stock Options
|
| |
3/24/2020(6)
|
| |
|
| |
|
| |
315,000
|
| |
$1.70
|
| |
$606,627
|
Bonus
|
| |
|
| |
$$83,475
|
| |
|
| |
|
| |
|
| |
|
RSUs
|
| |
|
| |
|
| |
25,000
|
| |
|
| |
|
| |
$42,500
|
(1)
|
The amounts shown in this column reflect the target annual bonus opportunity for the named executive officers under the discretionary 2020 annual incentive program. The amounts we actually paid to each named executive officer under the program are reported in the “Bonus” column of the Summary Compensation Table. See the section entitled “Compensation Discussion and Analysis – Elements of Total Direct Compensation – Short-Term Incentive Compensation,” for additional information regarding the annual incentive awards.
|
(2)
|
The amounts shown in this column reflect the number of performance-based restricted share units granted to our named executive officers in 2020. The performance-based restricted share units would vest in full (subject to continued service) upon the earlier of (x) the closing of a BARDA contract, or (y) the closing of a substantive partnership agreement, in either case on or prior to December 31, 2020 and with at least $10,000,000 in funding and/or fees, with waiver of the service (but not performance) condition on a termination without cause. Neither of these performance conditions was satisfied by December 31, 2020, and therefore these performance-based awards expired without being earned or paid.
|
(3)
|
The amounts shown in this column reflect the number of shares of our common stock underlying options we granted to each named executive officer in 2020.
|
(4)
|
The values shown reflect the grant date fair value of the awards computed in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See Note 13 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021, for a discussion of the relevant assumptions used in calculating value pursuant to FASB ASC Topic 718.
|
(5)
|
The option grant was approved by the board of directors on April 13, 2020, subject to stockholder approval of an amendment to the Vaxart, Inc. 2019 Equity Incentive Plan, under which the stock option was granted. Our stockholders approved the plan amendment on June 8, 2020. This stock option was granted to Mr. Floroiu in his capacity as a non-employee director and vests in equal annual installments through April 13, 2023.
|
(6)
|
The option grant was approved by the board of directors on March 24, 2020, subject to stockholder approval of an amendment to the Vaxart, Inc. 2019 Equity Incentive Plan, under which the stock option was granted. Our stockholders approved the plan amendment on June 8, 2020. The option vests as to 25% of the option shares on the date of grant and 75% of the options shares on a monthly basis over the two years commencing on May 1, 2020, or the date of grant if later, and ending on April 1, 2022.
|
(7)
|
The option covering 845,280 shares vests as follows: 25% on the first anniversary of the grant date and 75% in equal monthly installments over the three-year period commencing on such first anniversary, with accelerated vesting with respect to 50% of any then-unvested option shares upon the Company’s execution of a substantial strategic agreement, as determined by the Board, and with accelerated vesting in full in the event of a change in control.
|
(8)
|
The option covering 900,000 shares vests as follows: (i) one-third if the Company achieves a per share closing price equal to $5.00 or more during any 10-consecutive trading days after the grant date but before November 30, 2020 or such later date as determined by the Board (the “Reference Date”), (ii) one-third if the Company achieves a per share closing price equal to $7.50 or more during any 10-consecutive trading days after the grant date but before the Reference Date, and (iii) one-third if the Company achieves a per share closing price equal to $10.00 or more during any 10-consecutive trading days after the grant date but before the Reference Date, in each case subject to continued employment. In the event a change in control occurs before the Reference Date, any unvested portion of the performance-based option will vest in accordance with the above schedule based on the Company attaining the specified stock price immediately prior to the closing of such transaction (rather than based on a 10-consecutive trading day period). The Company achieved these stock price goals prior to the Reference Date and therefore the performance-based option is fully vested.
|
|
| |
Option Awards
|
||||||||||||
Name
|
| |
Grant Date of
Option Award
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised Options (#)
Unexercisable
|
| |
Options
Exercise Price
($)
|
| |
Option
Expiration
Date
|
Andrei Floroiu
|
| |
4/13/2020(7)
|
| |
—
|
| |
54,720
|
| |
$1.71
|
| |
4/12/2030
|
|
6/15/2020(8)
|
| |
—
|
| |
845,280
|
| |
$2.46
|
| |
6/14/2030
|
||
|
6/15/2020(1)
|
| |
900,000
|
| |
—
|
| |
$2.46
|
| |
6/14/2030
|
||
Wouter W. Latour, M.D.
|
| |
6/29/2011(1)
|
| |
6,535
|
| |
—
|
| |
$8.03
|
| |
6/28/2021
|
|
11/3/2011(1)
|
| |
9,441
|
| |
—
|
| |
$8.03
|
| |
11/2/2021
|
||
|
8/8/2013(1)
|
| |
13,255
|
| |
—
|
| |
$6.49
|
| |
8/7/2023
|
||
|
5/8/2014(1)
|
| |
14,908
|
| |
—
|
| |
$8.03
|
| |
5/7/2024
|
||
|
7/23/2015(1)
|
| |
18,120
|
| |
—
|
| |
$17.49
|
| |
7/22/2025
|
||
|
3/25/2016(1)
|
| |
10,731
|
| |
—
|
| |
$12.98
|
| |
3/24/2026
|
||
|
6/24/2017(2)
|
| |
20,695
|
| |
2,956
|
| |
$4.07
|
| |
6/23/2027
|
||
|
5/25/2018(3)
|
| |
78,413
|
| |
32,287
|
| |
$5.17
|
| |
5/24/2028
|
||
|
5/12/2019(4)
|
| |
143,791
|
| |
219,470
|
| |
$0.77
|
| |
5/11/2029
|
||
|
3/24/2020(6)
|
| |
450,000
|
| |
450,000
|
| |
$1.70
|
| |
3/23/2030
|
||
Sean N. Tucker, Ph.D.
|
| |
3/30/2011(1)
|
| |
1,006
|
| |
—
|
| |
$6.49
|
| |
3/29/2021
|
|
4/13/2012(1)
|
| |
3,020
|
| |
—
|
| |
$8.03
|
| |
4/12/2022
|
||
|
8/8/2013(1)
|
| |
10,523
|
| |
—
|
| |
$6.49
|
| |
8/7/2023
|
||
|
5/8/2014(1)
|
| |
11,604
|
| |
—
|
| |
$8.03
|
| |
5/7/2024
|
||
|
7/23/2015(1)
|
| |
10,067
|
| |
—
|
| |
$17.49
|
| |
7/22/2025
|
||
|
3/25/2016(1)
|
| |
7,731
|
| |
—
|
| |
$12.98
|
| |
3/24/2026
|
||
|
6/24/2017(2)
|
| |
7,928
|
| |
1,132
|
| |
$4.07
|
| |
6/23/2027
|
||
|
5/25/2018(3)
|
| |
9,917
|
| |
4,083
|
| |
$5.17
|
| |
5/24/2028
|
||
|
5/12/2019(4)
|
| |
49,107
|
| |
74,954
|
| |
$0.77
|
| |
5/11/2029
|
||
|
3//24/2020(6)
|
| |
180,000
|
| |
180,000
|
| |
$1.70
|
| |
3/23/2030
|
||
Margaret Echerd
|
| |
5/25/2018(5)
|
| |
10,667
|
| |
5,333
|
| |
$5.17
|
| |
5/24/2028
|
|
5/12/2019(4)
|
| |
27,884
|
| |
42,560
|
| |
$0.77
|
| |
5/11/2029
|
||
|
3/24/2020(6)
|
| |
157,500
|
| |
157,500
|
| |
$1.70
|
| |
3/23/2030
|
(1)
|
The shares subject to this option are fully vested.
|
(2)
|
The unvested shares vest in equal monthly installments through June 24, 2021, subject to the executive officer’s continued service with us through each relevant vesting date.
|
(3)
|
The unvested shares vest in equal monthly installments through February 13, 2022, subject to the executive officer’s continued service with us through each relevant vesting date.
|
(4)
|
The unvested shares vest in equal monthly installments through May 10, 2023, subject to the executive officer’s continued service with us through each relevant vesting date.
|
(5)
|
The unvested shares vest in equal monthly installments through April 9, 2022, subject to the executive officer’s continued service with us through each relevant vesting date.
|
(6)
|
The unvested shares vest in equal monthly installments through April 1, 2022, subject to the executive officer’s continued service with us through each relevant vesting date.
|
(7)
|
The unvested shares vest in equal annual installments through April 13, 2023, subject to the executive officer’s continued service with us through each relevant vesting date.
|
(8)
|
The unvested shares vest over a four-year period, with 25% of the underlying shares vesting on June 15, 2021, and the remaining shares subject to the option vesting in equal monthly installments over the subsequent 36 months. The option is subject to accelerated vesting with respect to 50% of any then-unvested option shares upon a substantial strategic agreement, as determined by the Board, and to accelerated vesting in full in the event of a “Change in Control” (as defined under the Plan).
|
Name and Trigger Event
|
| |
Cash
Severance
Payment
($)(1)
|
| |
Welfare
and Other
Benefits
($)(2)
|
| |
Stock
Option
Awards
($)(3)
|
| |
Total ($)(4)
|
|||
Andrei Floroiu
|
| |
|
| |
|
| |
|
| |
|
|||
•
|
| |
Voluntary termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
•
|
| |
Involuntary or good reason termination prior to a CIC
|
| |
120,000
|
| |
5,768
|
| |
—
|
| |
125,768
|
•
|
| |
Change in Control
|
| |
—
|
| |
—
|
| |
2,747,160
|
| |
2,747,160
|
•
|
| |
Involuntary or good reason termination after a CIC
|
| |
240,000
|
| |
5,768
|
| |
218,880
|
| |
464,648
|
•
|
| |
Death
|
| |
—
|
| |
400,000
|
| |
—
|
| |
400,000
|
•
|
| |
Disability
|
| |
—
|
| |
300,000
|
| |
—
|
| |
300,000
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Sean N. Tucker, Ph.D.
|
| |
|
| |
|
| |
|
| |
|
|||
•
|
| |
Voluntary termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
•
|
| |
Involuntary or good reason termination prior to a CIC
|
| |
182,500
|
| |
—
|
| |
—
|
| |
182,500
|
•
|
| |
Change in Control
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
•
|
| |
Involuntary or good reason termination after a CIC
|
| |
365,000
|
| |
—
|
| |
1,096,134
|
| |
1,461,134
|
•
|
| |
Death
|
| |
—
|
| |
400,000
|
| |
—
|
| |
400,000
|
•
|
| |
Disability
|
| |
—
|
| |
279,000
|
| |
—
|
| |
279,000
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Margaret Echerd
|
| |
|
| |
|
| |
|
| |
|
|||
•
|
| |
Voluntary termination
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
•
|
| |
Involuntary or good reason termination prior to a CIC
|
| |
87,500
|
| |
9,262
|
| |
—
|
| |
96,762
|
•
|
| |
Change in Control
|
| |
—
|
| |
—
|
| |
|
| |
—
|
•
|
| |
Involuntary or good reason termination after a CIC
|
| |
175,000
|
| |
9,262
|
| |
844,701
|
| |
1,028,963
|
•
|
| |
Death
|
| |
—
|
| |
400,000
|
| |
—
|
| |
400,000
|
•
|
| |
Disability
|
| |
—
|
| |
270,000
|
| |
—
|
| |
270,000
|
(1)
|
Amounts listed under “Cash Severance Payment” are payable under the terms of the Severance Plan.
|
(2)
|
Amounts listed under “Welfare and Other Benefits” include premiums for continued medical, dental and vision insurance in the event of an involuntary termination or a resignation for good reason. In the event of death or disability, the amount equals proceeds from insurance policies covering death or disability of the executive.
|
(3)
|
Represents (a) the product of (i) the number of shares underlying the applicable unvested stock option awards outstanding as of December 31, 2020, multiplied by (ii) $5.71 (i.e., the closing market price on December 31, 2020), less (b) the aggregate exercise price of the shares that are subject to acceleration of vesting under the applicable stock option awards. Please refer to the “Outstanding Equity Awards at December 31, 2020” table for more detail.
|
(4)
|
Represents the total payout under each termination category.
|
Benefit
|
| |
Amount
|
Cash Severance
|
| |
$509,250
|
Health Insurance Premiums
|
| |
$43,985
|
Payment of Retention Bonus
|
| |
$105,083
|
Legal Fees
|
| |
$6,210
|
Total
|
| |
$664,528
|
•
|
$40,000 annual cash retainer;
|
•
|
$28,000 for the Chairman of the Board;
|
•
|
$15,000 for the chair of the Audit Committee and $7,500 for each of its other members;
|
•
|
$10,000 for the chair of the Compensation Committee and $5,000 for each of its other members; and
|
•
|
$7,500 for the chair of the Nominating and Governance Committee and $4,000 for each of its other members.
|
Name
|
| |
Fees Earned or
Paid in Cash
|
| |
Option
Awards(1)
|
| |
Total
|
Michael J. Finney, Ph.D.
|
| |
$47,500
|
| |
$121,151
|
| |
$168,651
|
Karen J. Wilson
|
| |
$19,296
|
| |
$372,729
|
| |
$392,025
|
Steven Boyd
|
| |
—
|
| |
—
|
| |
—
|
Todd C. Davis
|
| |
$50,948
|
| |
$121,151
|
| |
$172,099
|
Keith Maher, M.D.
|
| |
—
|
| |
—
|
| |
—
|
Anne VanLent(2)
|
| |
$26,374
|
| |
$14,094
|
| |
$40,468
|
Robert A. Yedid
|
| |
$54,202
|
| |
$121,151
|
| |
$175,353
|
(1)
|
The values shown reflect the grant date fair value of the awards computed in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. See Note 13 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 25, 2021, for a discussion of the relevant assumptions used in calculating value pursuant to FASB ASC Topic 718. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our non-employee directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options.
|
Name
|
| |
Number of Shares
Underlying Stock Options
|
Michael J. Finney, Ph.D.
|
| |
87,400
|
Todd C. Davis
|
| |
120,420
|
Karen J. Wilson
|
| |
65,700
|
Robert A. Yedid
|
| |
120,420
|
(2)
|
Ms. VanLent resigned on June 8, 2020. The sum recorded under the Option Awards column represents the incremental fair value related to the modification of options to accelerate vesting, the fair value of the modified award on June 8, 2020, being $18,316, compared to a grant date fair value of the original award of $4,222.
|
•
|
each nominee for director;
|
•
|
each current executive officer
|
•
|
all current executive officers and nominees for director as a group; and
|
•
|
all those known by us to be beneficial owners of more than five percent of our outstanding common stock.
|
|
| |
Beneficial Ownership
|
|||
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
Greater than 5% Stockholders:
|
| |
|
| |
|
RA Capital Management(1)
|
| |
10,810,937
|
| |
9.2%
|
State Street Corporation(2)
|
| |
9,444,967
|
| |
8.0%
|
Executive Officers, Directors and Director Nominee:
|
| |
|
| |
|
Todd C. Davis(3)
|
| |
203,940
|
| |
*
|
Margaret Echerd(4)
|
| |
265,920
|
| |
*
|
Michael J. Finney(5)
|
| |
721,790
|
| |
*
|
Andrei Floroiu(6)
|
| |
1,129,560
|
| |
*
|
Wouter Latour(7)
|
| |
846,839
|
| |
*
|
Sean Tucker(8)
|
| |
517,466
|
| |
*
|
David Wheadon
|
| |
—
|
| |
*
|
Karen J. Wilson
|
| |
—
|
| |
*
|
Robert A. Yedid(9)
|
| |
83,940
|
| |
*
|
All executive officers, directors and director nominee as a group (9 persons)
|
| |
3,769,455
|
| |
3.1%
|
*
|
Represents beneficial ownership of less than one percent.
|
(1)
|
Consists of 10,810,937 shares of common stock beneficially owned by RA Capital Management, whose address is 20 Park Plaza, Suite 1200, Boston, MA 02116. This information is based on shares issued through Vaxart’s At-the-market facility on July 13, 2020.
|
(2)
|
Consists of 9,444,967 shares of common stock beneficially owned by State Street Corporation, whose address is State Street Financial Center, 1 Lincoln Street, Boston, MA 02111. This information has been obtained from the Schedule 13G filed by State Street on February 11, 2021.
|
(3)
|
Consists of (i) 120,000 shares of common stock held directly by Mr. Davis, and (ii) 83,940 shares issuable pursuant to stock options exercisable within 60 days of April 23, 2021.
|
(4)
|
Consists of 265,920 shares issuable pursuant to stock options exercisable within 60 days of April 23, 2021.
|
(5)
|
Consists of (i) 452,572 shares of common stock held directly by Mr. Finney, and (ii) 181,818 shares of common stock issuable pursuant to warrants and 87,400 shares of common stock issuable pursuant to stock options, each exercisable within 60 days of April 23, 2021.
|
(6)
|
Consists of 1,129,560 shares issuable pursuant to stock options exercisable within 60 days of April 23, 2021.
|
(7)
|
Consists of 846,839 shares issuable pursuant to stock options exercisable within 60 days of April 23, 2021.
|
(8)
|
Consists of (i) 48,053 shares held directly by Dr. Tucker, (ii) 57,293 shares held jointly by Frances Chang and Dr. Tucker, (iii) 9,060 shares held by Dr. Tucker’s spouse, (iv) 27,273 shares issuable pursuant to warrants held jointly by Frances Chang and Dr. Tucker, exercisable within 60 days of April 23, 2021, and (v) 375,787 shares issuable pursuant to stock options exercisable within 60 days of April 23, 2021.
|
(9)
|
Consists of 83,940 shares issuable pursuant to stock options exercisable within 60 days of April 23, 2021.
|
1.
|
Section 2(b)(xi) shall be deleted in its entirety and replaced in lieu thereof with the following:
|
2.
|
Section 3(a)(i)(a) shall be deleted in its entirety and replaced in lieu thereof with the following:
|
3.
|
This Amendment shall be effective as of the date first set forth above.
|
4.
|
In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
|
|
| |
VAXART, INC.
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
|
|
| |
|
| |
Name: Andrei Floroiu
|
|
| |
|
| |
Title: Chief Executive Officer
|