Item 1.01. Entry into a Material Definitive Agreement.

On September 15, 2021, Vaxart, Inc. ("Vaxart" or the "Company") entered into a Controlled Equity OfferingSM Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. ("Cantor") and B. Riley Securities Inc. ("B. Riley") and, together with Jefferies, the "Sales Agents"), pursuant to which Vaxart may offer and sell, from time to time through the Sales Agents, shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $100.0 million (the "Shares"). The Shares will be sold pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-239751), as previously filed with the U.S. Securities and Exchange Commission (the "Commission"). The Company filed a prospectus supplement, dated September 16, 2021, with the Commission in connection with the offer and sale of the Shares.

Under the Sales Agreement, the Sales Agents may sell the Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Common Stock. In addition, under the Sales Agreement, the Sales Agents may sell the Shares in privately negotiated transactions with the Company's consent and in block transactions. Under certain circumstances, Vaxart may instruct the Sales Agents not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time

Vaxart is not obligated to make any sales of the Shares under the Sales Agreement. The Sales Agreement may be terminated by either party at any time upon ten days' notice to the other party, or by Cantor or B. Riley at any time under certain circumstances.

The Sales Agreement contains customary representations, warranties and agreements by Vaxart, and customary indemnification and contribution rights and obligations of the parties. Vaxart will pay the Sales Agents an aggregate commission rate equal to up to 3% of the aggregate gross proceeds from each sale of the Shares. Vaxart will also reimburse the Sales Agents for certain specified expenses in connection with entering into the Sales Agreement.

The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the terms of the Sales Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Thompson Hine LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed by the Company in its Current Report on Form 8-K filed October 14, 2020, the Company entered into an Open Market Sale AgreementSM, dated October 14, 2020 (the "Open Market Sale Agreement"), among the Company, Jefferies LLC and Piper Sandler & Co., as sales agents and/or principals, pursuant to which the Company could issue and sell from time to time in an "at-the-market" public offering shares of the Company's common stock having an aggregate offering price of up to $250.0 million. The Company terminated the Open Market Sale Agreement effective as of September 13, 2021. The Company has sold 13,932,490 shares of its common stock pursuant to the Open Market Sale Agreement for approximately $133.4 million in aggregate proceeds as of the date hereof, and the Company is not subject to any termination penalties related to the termination of the Open Market Sale Agreement.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No.   Description
1.1             Controlled Equity OfferingSM Sales Agreement dated September 15,
              2021, by and among the Company, Cantor Fitzgerald & Co. and B. Riley
              Securities, Inc.

5.1             Legal Opinion of Thompson Hine LLP.

23.1            Consent of Thompson Hine LLP (included in Exhibit 5.1).

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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