Vaxart, Inc. · OTC:VXRT
Vaxart — Proxy Contest (June 2026)
32 slides from Vaxart's proxy contest presentation, Jun 26, 2026
Slide 1: Executing Toward Critical Value-Inflection Points
June 2026 Executing Toward Critical Value-Inflection Points Vaxart's breakthrough platform, experienced leadership and disciplined execution have positioned the Company for its next phase of value creation
Slide 2: Cautionary Language Concerning Forward-Looking Statements
2 Cautionary Language Concerning Forward-Looking Statements This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" p
Slide 3: Executive Summary
3 Executive Summary • Vaxart is executing its BARDA-funded Phase 2b COVID-19 trial, which serves as the lead program for validating the potential advantages of its differentiated oral vaccine platform • The Company is advancing its norovirus program to address both current and emerging strains, buil
Slide 4: Executive Summary (Cont.)
4 Executive Summary (Cont.) • Vaxart's majority independent Board has an average tenure of approximately 2.3 years, reflecting a balance of fresh perspectives and relevant institutional knowledge • The Board has added two new independent directors — Dr. James B. Breitmeyer and Kevin Finney — over th
Slide 5: Executive Summary (Cont.)
5 F Executive Summary (Cont.) • The dissidents have criticized the Company's strategy but have not articulated credible alternative ideas to advance the pipeline, secure funding or create shareholder value • Replacing experienced directors risks disrupting clinical execution, strategic partnerships,
Slide 6: A Differentiated Clinical-Stage Biotech Platform
6 A Differentiated Clinical- Stage Biotech Platform
Slide 7: Vaxart at a Glance
7 Vaxart at a Glance With the Company approaching multiple value-inflection points, experienced leadership and continued execution are more important than ever • Oral pill vaccines designed to generate both systemic and mucosal immune responses, in place of injectables • Thermostable formulation wit
Slide 8: Vaxart's Oral Vaccine Platform is Advancing Across Multiple High-Value Programs
8 Vaxart's Oral Vaccine Platform is Advancing Across Multiple High-Value Programs Vaxart's diverse pipeline creates multiple opportunities for clinical and commercial success * Dynavax is an indirect wholly owned subsidiary of Sanofi, a French limited liability company. PRECLINICAL PHASE 1 PHASE 2 B
Slide 9: Multiple Value-Creating Milestones and Cash Runway into Q2 2027
9 Multiple Value-Creating Milestones and Cash Runway into Q2 2027 Vaxart is entering a catalyst-rich period with significant value-creation potential (1) Timing of next steps in norovirus clinical development contingent on partnership or other funding (2) Moderna Analyst Day Highlights press release
Slide 10: BARDA Contract Modification to Enable Critical Data Readout
10 • The modification is a required step for Vaxart to unblind, analyze and report 12- month data from the 400-participant Sentinel Cohort • BARDA has also released an additional $29 million for completion of the trial and exploratory analyses to further evaluate safety and efficacy • Additional ana
Slide 11: Extending the Company's Financial Runway
11 • Relocated headquarters and reduced fixed overhead expenses • Reduced workforce by 21% in 2025 • Aligned internal resources with highest-priority clinical programs • Raised $40M in 2024 at a market-based, premium valuation • $25M share purchase agreement provides flexible access to capital as ne
Slide 12: The Board's $40 Million Capital Raise Was Prudent
12 12 • BARDA funding was tied to specific COVID-19 program objectives and milestone-driven: it did not eliminate capital needs to support clinical execution across Vaxart's pipeline • The Board evaluated a broad range of financing alternatives, working with a nationally recognized investment bank •
Slide 13: Vaxart's Performance Must Be Evaluated in the Proper Context
13 (1) FactSet as of 6.4.26. Peers include Altimmune, ALX Oncology, Armata, Arcturus, Atea, Gossamer, Inovio, Ocugen and Sutro. (2) Armata Pharmaceuticals has benefitted from consecutive clinical and operational inflection points, including positive data readouts and non-dilutive funding. Vaxart's P
Slide 14: Autoimmune & Oncology Oncology Autoimmune & Oncology Oncology & Ophthalmology Hemophilia A Cardiovascular, Cardiometa…
14 Autoimmune & Oncology Oncology Autoimmune & Oncology Oncology & Ophthalmology Hemophilia A Cardiovascular, Cardiometabolic & Malaria Autoimmune, Oncology & Liver Disease Autoimmune & Inflammatory Disease Inflammatory Diseases Oncology Autoimmune Oncology Oncology Oncology & Infectious Disease Onc
Slide 15: Vaxart's Purpose-Built Board Is Committed to Robust Governance
15 Vaxart's Purpose-Built Board Is Committed to Robust Governance and Is Actively Engaged in Advancing the Company's Pipeline
Slide 16: A Deliberate Approach to Board Refreshment
16 A Deliberate Approach to Board Refreshment, Enhancing Areas Most Relevant to Vaxart's Strategy Added two new independent directors, Dr. James B. Breitmeyer and Kevin Finney Appointed a Lead Independent Director, W. Mark Watson The former Board Chair stepped down following the 2025 Annual Meeting
Slide 17: Highly Qualified, Independent Board Overseeing Our Value-Creation Strategy
17 A C N Audit Committee Compensation Committee Nominating and Governance Committee Highly Qualified, Independent Board Overseeing Our Value-Creation Strategy As Vaxart is approaching critical clinical and strategic milestones, effective oversight requires directors with relevant expertise, not nomi
Slide 18: Skillset Aligned with Evolving Business Needs and Strategic Priorities
18 Skillset Aligned with Evolving Business Needs and Strategic Priorities Vaxart's Board has been meaningfully refreshed over the last 18 months, resulting in a Board with expertise in vaccines, clinical development, commercialization and capital allocation (1) FactSet as of 6.4.26. Peers include Al
Slide 19: Vaxart's Executive Compensation Practices Align Pay and Performance
19 Vaxart's Executive Compensation Practices Align Pay and Performance Compensation program is designed to attract, retain and incentivize key leaders through critical clinical milestones while aligning management with long-term shareholder value creation PAY-FOR- PERFORMANCE PHILOSOPHY • Compensati
Slide 20: The Choice Facing Shareholders Is Clear
20 The Choice Facing Shareholders Is Clear
Slide 21: The Dissident Campaign is Risking Vaxart's Momentum
21 The Dissident Campaign is Risking Vaxart's Momentum • Vaxart's Board is executing on the Company's strategic priorities and positioning Vaxart for value creation • A group of three dissident shareholders holding a total of 0.5% of the Company's outstanding shares has nominated themselves to repla
Slide 22: History of Engagement with Dissident Nominees
22 History of Engagement with Dissident Nominees Since August 2025, Vaxart has engaged extensively with the dissident nominees to understand their concerns and ideas May 2026 – Present: Despite the dissidents' ongoing public campaign, the Board has made continued efforts to identify a solution with
Slide 23: Vaxart Has Engaged in Good-Faith Efforts to Resolve the Proxy Contest
23 Vaxart Has Engaged in Good-Faith Efforts to Resolve the Proxy Contest • Vaxart has made multiple settlement offers to the dissident shareholder group within the last two weeks • Vaxart's settlement offers have included: – Adding one-to-two mutually agreed upon, independent director candidates wit
Slide 24: The Directors Being Challenged Have Been Integral to the Company's Momentum
24 The Directors Being Challenged by the Dissidents Have Been Integral to the Company's Momentum These directors provide the experience, judgment, credibility and relationships needed to oversee Vaxart's most important clinical, regulatory and value-creation opportunities 24 STEVEN LO Public Company
Slide 25: Daniel Houle Is Waging a Self-Interested Campaign
25 Daniel Houle Is Waging a Self-Interested Campaign to the Detriment of Other Vaxart Shareholders Despite holding less than $10,000 in Vaxart stock, the least amount of any of the dissidents, Mr. Houle is the primary obstacle to ending this proxy contest. He is singularly focused on securing a Boar
Slide 26: Dissident Nominees Lack Relevant Clinical-Stage Biotech Expertise
26 Dissident Nominees Lack Relevant Clinical-Stage Biotech Expertise, Misrepresented Their Qualifications, and Offered No Credible Ideas for Value Creation Replacing half the Board would present significant execution risk and jeopardize existing strategic partnerships with stakeholders who expect to
Slide 27: Setting the Record Straight
27 Setting the Record Straight — Part 1 In a recent presentation filed by the dissidents, a slide was included that drastically exaggerated and misrepresented their qualifications. The slide is pictured below, and here are the facts: The dissident nominees fail to acknowledge that Mr. Lo, Dr. Heron
Slide 28: Setting the Record Straight
28 Setting the Record Straight — Part 2 Shareholders deserve an accurate picture of the facts as they stand, not misconceptions and erroneous claims (1) FactSet as of 6.17.26. Peers include Altimmune, ALX Oncology, Armata, Arcturus, Atea, Gossamer, Inovio, Ocugen and Sutro. DISSIDENTS' CLAIMS THE FA
Slide 29: Dissidents' Claims vs. The Facts
29 DISSIDENTS' CLAIMS THE FACTS The Board's reverse stock split proposals in 2025 were designed to eliminate retail shareholders The reverse split proposals were intended to protect shareholder value by preserving Nasdaq listing status, maintaining access to capital, and protecting liquidity and str
Slide 30: Protect the Value of Your Investment
30 Protect the Value of Your Investment
Slide 31: Vote FOR All 6 of Vaxart's Nominees on the WHITE Proxy Card
31 1. Dr. James B. Breitmeyer 2. Kevin P. Finney 3. Dr. Elaine J. Heron 4. Steven Lo 5. W. Mark Watson 6. Dr. David Wheadon FOR Withhold Vote "FOR" ALL 6 of Vaxart's Highly Qualified Nominees on the WHITE Proxy Card Your Vote Matters No Matter How Many Shares You Own Your Vote is Important! Vote "FO
Slide 32: • Vaxart has made meaningful strategic, operational and clinical progress over the last 18
32 • Vaxart has made meaningful strategic, operational and clinical progress over the last 18 months, advancing a differentiated oral vaccine platform across multiple high- value market opportunities • Despite one of the most challenging biotech financing and operating environments in years, the Com