Urge Stockholders to Vote “AGAINST” Reverse Stock Split at Upcoming Special Meeting
Call for Accountability Given Board’s Pattern of Disregarding Stockholders’ Will and Value-Destructive Capital Allocation Decisions
ATLANTA, Aug. 21, 2025 (GLOBE NEWSWIRE) -- Richard John Burgess, Daniel P. Houle, Michael Patrick Kelley, Marc Eustace Pereira, Patrice Raffy, Benjamin Sauv, Matthew M. Wallace, MD and David Whitney (collectively, the “Concerned Vaxart Stockholders”), who collectively beneficially own more than 2.5 million shares of Vaxart, Inc. (OTC: VXRT) (“Vaxart” or the “Company”), have joined forces to demand accountability from the Company’s board of directors (the “Board”) and oppose the Company’s proposed reverse stock split at the Company’s special meeting of stockholders scheduled to be held on September 5, 2025 (the “Special Meeting”).
The Concerned Vaxart Stockholders are deeply concerned that the Board has repeatedly disregarded the will of stockholders and refuses to respect the outcome of stockholder votes. For instance, at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), four out of six directors failed to receive a majority of votes cast in favor of their re-election and stockholders overwhelmingly opposed the reverse stock split and “say on pay” proposals. Instead of taking remedial actions to address this widespread stockholder discontent, all six directors continue to serve on the Board, and the Board is yet again seeking approval for a reverse stock split, this time at the Special Meeting, which is being held less than three months after the conclusion of the 2025 Annual Meeting where stockholders emphatically voted down a reverse stock split proposal.
We believe this pattern of ignoring stockholders’ decisions poses a direct threat to stockholders’ rights and jeopardizes the value of our investments. The Board’s historical behavior does not give us comfort that the reverse split, if approved, will be executed in a manner that benefits stockholders. Over the past few years, Vaxart has executed three deeply discounted equity offerings relative to prevailing market prices, including one immediately following the June 13, 2024 announcement of a long-awaited, non-dilutive BARDA funding award.
For some time, the Board has spoken of pursuing non-dilutive funding. Yet, when such funding finally materialized, it was followed by a capital raise that undermined stockholder value. This contradiction underscores our concern: the Board’s actions seemingly do not reflect a commitment to protecting stockholder interests.
The time to act is now. We urge all stockholders to stand with us in defending our investments in revolutionary vaccination technology, carefully consider the Board’s track record and vote “AGAINST” the reverse stock split at the Special Meeting.
Sincerely,
The Concerned Vaxart Stockholders
THIS IS NOT A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. THE CONCERNED VAXART STOCKHOLDERS ARE NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. THE CONCERNED VAXART STOCKHOLDERS ARE NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
Contact Information
Daniel Houle
lloyd19791@gmail.com
(518) 222-3132
