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As filed with the U.S. Securities and Exchange Commission on September 24, 2019
Registration No. 333-233717
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VAXART, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 2834 (Primary Standard Industrial Classification Code Number) | 59-1212264 (I.R.S. Employer Identification No.) |
290 Utah Ave
Suite 200
South San Francisco, California 94080
(650) 550-3500
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Wouter W. Latour M.D.
President and Chief Executive Officer
290 Utah Ave
Suite 200
South San Francisco, California 94080
(650) 550-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||
John T. McKenna Josh Seidenfeld Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 | Gary Emmanuel Heidi Steele McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173 (212) 547-5400 |
Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý | Smaller reporting company ý Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee(1) | ||
---|---|---|---|---|
Common stock, par value $0.10 per share | $11,500,000(2) | |||
Pre-funded warrants to purchase shares of common stock and common stock issuable upon exercise thereof | $10,000,000(3) | |||
Common warrants to purchase shares of common stock and common stock issuable upon exercise thereof | $11,500,000(2) | |||
Representative warrants to purchase shares of common stock and common stock issuable upon exercise thereof | $1,006,250(4) | |||
Total | $34,006,250(5) | $4,122 | ||
|
- (1)
- Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. The registrant paid $4,122 with prior filings of this registration statement.
- (2)
- Includes securities that the underwriters have the option to purchase.
- (3)
- The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the pre-funded warrants offered and sold in the offering (plus the aggregate exercise price of the common stock issuable upon exercise of the pre-funded warrants), and as such the proposed aggregate maximum offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $11,500,000.
- (4)
- Represents warrants issuable to the underwriters or their designees (the "representative warrants") to purchase a number of shares of common stock equal to 7% of the number of shares of common stock and pre-funded warrants being offered at an exercise price equal to 125% of the public offering price. Resales of the representative warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, are registered hereby. See "Underwriting."
- (5)
- Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, dividends or similar transactions.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Vaxart, Inc. is filing this Amendment No. 2 (this "Amendment") to its Registration Statement on Form S-1 (File No. 333-233717) for the purpose of filing certain exhibits as indicated in Item 16 of Part II of this Amendment. No changes or additions are being made to the prospectus constituting Part I of the Registration Statement (not included herein) or to Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II, and the signature page of the Registration Statement.
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
- (a)
- Exhibits.
II-1
II-2
II-3
II-4
| | Incorporated by Reference | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exhibit Number | Description | Schedule/ Form | File Number | Exhibit | File Date | |||||||
10.30+ | Manufacturing Services Agreement dated July 17, 2019, by and between Vaxart, Inc. and Lonza Houston, Inc. | |||||||||||
10.31 | First Amendment to Lease Agreement, dated September 17, 2019, by and between Vaxart, Inc. and HCP, Inc. | 8-K | 001-35285 | 10.1 | September 19, 2019 | |||||||
16.1 | Letter dated February 16, 2018 from Ernst & Young LLP to the Securities and Exchange Commission | 8-K | 001-35285 | 16.1 | February 20, 2018 | |||||||
21.1 | List of Subsidiaries | 10-K | 001-35285 | 21.1 | February 6, 2019 | |||||||
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | S-1 | 333-233717 | 23.1 | September 20, 2019 | |||||||
23.2 | Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement | S-1 | 333-233717 | 23.2 | September 20, 2019 | |||||||
24.1 | Power of Attorney (see the signature page to the initial filing of this registration statement on Form S-1) | S-1 | 333-233717 | — | September 11, 2019 |
- #
- Management contract or compensation plan or arrangement.
- +
- Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that (i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.
- (b)
- Financial Statement Schedules.
Financial statement schedules have been omitted, as the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto appearing in the prospectus made part of this registration statement.
II-5
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 2 to Registration Statement to be signed on its behalf by the undersigned, in the City of South San Francisco, State of California, on September 24, 2019.
VAXART, INC. | ||||
By: | /s/ WOUTER W. LATOUR, M.D. Wouter W. Latour, M.D. President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||||
---|---|---|---|---|---|---|
/s/ WOUTER W. LATOUR, M.D. Wouter W. Latour, M.D. | President, Chief Executive Officer and Director(Principal Executive Officer and Principal Financial Officer) | September 24, 2019 | ||||
/s/ MARGARET A. ECHERD Margaret A. Echerd | Vice President, Corporate Controller(Principal Accounting Officer) | September 24, 2019 | ||||
* Richard J. Markham | Chairman of the Board | September 24, 2019 | ||||
* Michael J. Finney, Ph.D. | Director | September 24, 2019 | ||||
* Anne M. VanLent | Director | September 24, 2019 | ||||
* Geoffrey F. Cox, Ph.D. | Director | September 24, 2019 | ||||
* John P. Richard | Director | September 24, 2019 | ||||
*By: | /s/ WOUTER W. LATOUR, M.D. Wouter W. Latour, M.D. Attorney-in-Fact |
II-6
Explanatory Note
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES