Vaxart Inc (VXRT)

$VXRT @Vaxylove

$VXRT Outrageous 2/2 8. “I don’t believe that management engaged in predatory behavior. Mistakes? That’s a different story. But not predatory.” JJ: He doesn’t believe a 1:50 RS without proportional reductions in authorized shares is predatory, given they later said they would cap it at 1:20. So why not 1:20 the first time around? 9. “I also don’t think pushing for the r/s was a mistake.” JJ: That one move likely created more distrust than any other, and is one of the factors in four Board members getting withheld and potentially replaced. 10. “…the r/s range, given the SP at the time and the fact that we hadn’t had funding restored… that was smart to maintain flexibility. Not adjusting the authorized shares again was an effort to give the company maximum flexibility.” JJ: Maximum flexibility? A 1:50 would’ve left us with 4.6m OS, with the number of authorized shares magnitudes higher. That’s not predatory? 11. “Then they updated to a much better offer, but the folks here wouldn’t take the W and run with it.” JJ: The arrogance of telling us we didn’t take the W. He believes going from potentially losing 98% to 95% of our shares is a much better offer. And losing 95% of our shares is a W in his eyes. He has 270K shares, so he can withstand a 1:20. Many of us can’t. I have friends who bought 25 shares, so a 1:20 leaves them with 1.25 shares. Other friends have 100 shares, so they’d be left with 5 shares. That’s not a W. By voting NO, we’re looking out for everybody, including the small shareholders. 12. “Most reverse splits happen to companies that are in trouble, not companies that are seemingly on the brink of something special. This is the worst possible time to be pushing out institutional investors.” JJ: Imo, this is the best time to push out institutional investors, so we can add to our spread of votes in the event we get another RS proposal if they tap their remaining shares. 13. “If SP was above the magic number of $5 and delisting was off the table, we would fly.” JJ: It wouldn’t matter, because we would’ve lost the vast majority of our shares, making it almost impossible to generate returns worth talking about. And now he’s saying @SoldDaPopinski is misguided and the 13D is foolish. So I guess the shareholders who’ve stepped up representing 5m shares are foolish as well? Our resident fear-monger conveniently left out the fact that records of two failed proposals at the same company are almost nonexistent, AND only a few rejections of reverse splits have occurred in the last 25 years, AND we control over 85% of the float. I loaded this info into chat and got this: Vaxart’s retail holders are already past the tipping point where most activist campaigns succeed. The only realistic ways management could fend off a 13D backed board overhaul are (a) a lightning fast dilutive deal or (b) rule of law skirmishing that a well prepared group can challenge in Delaware Chancery Court. Absent those, the odds are EXTREMELY HIGH that the shareholder coalition wins board seats—or forces a negotiated settlement on favorable terms. Factors that make a successful 13D VERY LIKELY for Vaxart shareholders: 1. Voting firepower. If the group truly has commitments for ~50 % of OS before the record date, the contest is mathematically over: you can elect the entire slate or pass written consents (unless Vaxart has eliminated action by written consent in its charter). 2. Recent precedent. Shareholders already mustered enough “no” votes to sink the reverse split despite board and proxy advisor support. That shows both organization and turn out, two things most micro cap campaigns struggle with. 3. Exchange rule leverage. Nasdaq’s tougher limits on serial reverse splits mean management has fewer threats left if shareholders stay united. Threatening to issue a poison pill rights plan is less credible when the supposed trigger (>10 % or 15 %) has already been blown past by a coordinated group. 4. Universal Proxy dynamics. Even if some retail holders defect, dissidents need only a plurality of the mixed ballots to grab seats, not a clean majority of every share outstanding. It’s easy for retail to get fractured. Some longs might want the whole Board fired, others might want certain members fired, some may want to aggressively pursue shareholder rights while others want to wait, etc. Hopefully we can stay united, despite those who might have ulterior motives. He likes to say to we’re conspiracy theorists when we question his motives, but his actions speak volumes: He wanted the RS, he was fine with the RS range, and he believes they made a wise decision by not adjusting the authorized shares to retain flexibility. That’s fine, that’s his right. But when he blames and guilt-trips longs who voted NO on the RS, and says we committed financial suicide, and chastises us for not taking the W? Outrageous. And yet he wonders why longs doubt his intentions and credibility. He might attempt to counter the points I’ve made. Good luck with that, as I’ve used his own statements. Thank heavens I won’t have to read it. Blocked. I’ve been punished enough in this play, and the last thing I need is a self-righteousness shareholder who continues to tell me how wrong I was to reject the RS. The amazing thing is, 100+ investors on ST were against the RS, but he seems to know better than all of us what’s best for us. All this said, I have no ill will toward him, and I wish him the best. ______________________________ Vaxart’s Board cannot amend the bylaws to deny shareholders access to the shareholder list if the request meets certain legal conditions. Under Delaware law, shareholders have a statutory right to inspect the stockholder list — and bylaws cannot override that right. The corporation must make the shareholder list available at least 10 days before a stockholder meeting. Any stockholder may inspect the list for any proper purpose — not just large or institutional holders. Delaware courts have repeatedly ruled that, “A bylaw or charter provision cannot nullify a statutory inspection right.” So if the board tried to amend the bylaws to block or limit access to the list by retail shareholders, it would almost certainly be invalidated in court — especially if the request is for a “proper purpose” like: • Soliciting votes for a reverse split or proxy fight • Investigating corporate wrongdoing • Proposing shareholder resolutions While they cannot deny access outright, the Board might try to: • Add procedural hurdles (e.g., notarized requests, tight deadlines) • Require shareholders to sign a confidentiality or non-solicitation agreement • Claim our purpose is not “proper” — which can be litigated Which again brings up @SoldDaPopinski. Major props go out to him for taking on the 13D. Bigtime. This is what leadership looks like. We need a list of large shareholders who have an aggregate of 11m shares. We’re already near 6m. Please contact him if you can help. The only info he needs at this time is country of origin and share count. He's going to get access to the shareholder list, which is the whole ballgame, as we would have the opportunity to contact shareholders in the event of another RS proposal or other proposals. Even if the Board tapped all their shares, imo we would still maintain control and win proposals once shareholders hear our side of the story. Good luck longs. It should be an interesting week.

$VXRT Outrageous 1 We’ve seen an epic failure of leadership marked by: A company with nearly a half-billion-dollar Federal award on the cusp of delisting. Negative shareholder value A former Board member admitted insider trading Lack of transparency and communication Two failed attempts at a RS Multiple data points that support the theory of price suppression Massive mistrust So how is Finney still with us? It’s outrageous. I can’t imagine a more catastrophic failure of leadership. The owners of the company have spoken. It’s been three weeks. Just like Yedid, what are they waiting for? Even if they don’t have a replacement, in the eyes of shareholders it would be addition by subtraction. I’ve been here for five years, and have never seen a plan. Not one. The Board should resign based on this fact alone. Board options: 1. Go private. Finney’s on six private Boards, and our new CFO has spent 56% of his career in the private sector, including the last three companies. In my last post, I said, “Going private would require shareholder agreement, so that’s not going to happen.” However, if they tapped their shares and controlled votes, they could vote to go private. To them, this would be the best of all worlds, as they could get rid of retail. After all, we’re nothing but a nuisance to them. It doesn’t matter what they say, it’s all about what they do, and their actions have told us who they are. Tender offer + merger – A single buyer or PE syndicate offers a cash premium; if 50 %+ 1 shares (or, in Delaware, 90 % for a short form merger) tender, the rest are forced out for the same cash. 2. Reverse/forward split freeze out – Board declares a 1 for 10,000 RS that cashes out anyone below 1 share, immediately followed by a 10,000 for 1 forward split for insiders. If <300 holders remain, Vaxart can deregister under §12(g) of the ’34 Act and “go dark” (no SEC reports) 3. Chapter 11 Reorg to wipe out retail: Debtor in possession (DIP) loan from an insider friendly fund secured by IP. Plan of reorganization converts DIP and unsecured claims into nearly all new equity. Old common shares receive a token warrant or nothing. 4. Noro partnership gets us compliant; partner could receive discounted shares/warrants; headline looks positive but still dilutes float heavily. 5. Vaxart’s blank check preferred stock could be issued by board resolution. Based on available filings, our Board has the authority to amend or repeal bylaws without shareholder approval. They can (within Delaware law) shrink notice periods, increase quorum, or add information rights hurdles, making future activist campaigns more expensive. From Vaxart’s bylaws (Article VIII): “Subject to the Certificate of Incorporation, these Bylaws may be altered, amended, or repealed, or new bylaws adopted, by the Board of Directors or by the stockholders.” So the Board has the power to unilaterally amend its bylaws, unless a change conflicts with the charter or Delaware law. If the board wanted to prepare for a merger, acquisition, or take-private maneuver, it could use its bylaw powers to: • Shorten notice for special meetings • Tighten rules on activist nominations • Make it harder for retail shareholders to coordinate actions *This is often a signal of strategic planning — especially when combined with new executives and rejected reverse splits. What events indicate price suppression? • High short interest + persistent FTDs • Unusual dark pool volume • Price action disconnect from news/fundamentals • Lack of insider buying or meaningful PR • Dilution or reverse splits coinciding with short pressure Does that sound like us? Price suppression factors: Vaxart may rely on ATM offerings or private placements that benefit from a “cozy” relationship with market makers or institutional players. Lower share price can discourage activist investors or prevent hostile takeovers, allowing management to retain control. Weak SEC enforcement on FTDs and naked shorting may allow this activity to persist without legal consequences — creating moral hazard. It’s unlikely that a public company would explicitly conspire with market makers to suppress its own share price. *HOWEVER, passive cooperation or negligence is more plausible. Here’s how that could happen: Lending shares: Vaxart insiders, board members, or large holders might be lending their shares to short sellers or market makers. This provides inventory that enables shorting. No corporate action: If Vaxart is aware of large FTDs or unusual shorting and fails to act (e.g. issue a press release, dividend, or share recall), it may be passively allowing it. Reverse splits or ATM offerings dilute share value and can be interpreted as helping shorts cover at lower prices. Vaxart shows repeated, above threshold fails to deliver and elevated borrow fees at the same time they tap an ongoing ATM program. That combination supplies liquidity to shorts and may explain why large fails persist without triggering immediate buy ins. It’s unlikely that Vaxart is explicitly colluding — but it may be turning a blind eye, relying on short-term financing, or caught in a toxic relationship with firms that profit from suppressing biotech stocks. For example (as of last week): The June 12 13 spike breached 600-900 K shares—well above the SEC’s “threshold” definition of 10K. Persistent clusters like this are what regulators look for when probing chronic naked shorting. Days to cover: 19.7 unusually high for a biotech this size. Off exchange SHORT volume (FINRA): regularly > 40 % of total volume the last two weeks. Borrow fee: surged into 10–13 % APR range in late June before easing to ~6–7 % on July 4. Looks like darkpool trading is worse on OTCQX: Lit exchange volume: Often only 5–20% of all trading. Dark/off-exchange/wholesale market volume: 80–95%. Much of the OTCQX trading is internalized by market makers, or occurs through wholesale liquidity providers (Citadel, Virtu, G1 Execution, etc.), with very little posted to a public order book that’s FINRA-regulated. Why is Lit exchange volume so low on OTCQX? • OTCQX stocks don’t benefit from Regulation NMS protections like best-execution routing to lit venues. • Lower visibility: Less analyst and retail attention. • Wider spreads: Market makers profit more by internalizing rather than showing bids/asks publicly. • Retail brokers often route OTC orders directly to market makers or internalize them. _____________________________________ Maybe this was posted in May, I don’t know. I just discovered that Philip Lee resigned on May 12, even though it was announced the following day. May 12 just happened to be the same day that our original RS proposal hit. _____________________________________ From @timlimb: “I saw a video once (can't find the source anymore) where a hedge fund manager explains that it ''only'' costs <25 million to keep a company’s stock pinned down. I'm not saying this happens, but a competitor who makes billions a year could keep the stock from a small biotech company down to prevent them from raising more cash at good share prices. Or bring them to bankruptcy or get their valuation lower for a better BO deal.” _____________________________________ I’ve been quiet since the failed RS, even though one of our shareholders has been blaming, shaming, and guilt-tripping shareholders who disagreed with him on the vote, even after he’s stated on multiple occasions that he respects all voters no matter how they voted. But since he recently went after @Solddapopinsky, that was the last straw. His statements: 1. “So if the company proposes a 1:20 with a/s reduced in line with the split ratio, are you ready to cross over to the dark side and do what’s right rather than allow us to be delisted? JJ: It takes considerable arrogance to say “to do what’s right,” thus implicitly accusing everyone who voted NO they were wrong. 2. “So many no voters spoke authoritatively saying that once the r/s was off the table, we would absolutely fly over $1. Well… here we sit at $0.43 and dropping every day. And we can’t blame lack of PRs this time.” JJ: Again, blaming shareholders. “And I haven’t heard a single person who loudly said the share price would fly step up to the plate and acknowledge how wrong they were. Not one single person.” JJ: Nobody is wrong, because the RS is not off-the-table. I can’t believe I have to explain this. 3. “If we are given an opportunity to remain listed, but have to vote on a new all-in-one proposal of 1:20 with proportional reduction of a/s in order for Nasdaq to approve it, how are you voting? JJ: Why does he care so much? 4. “What I’m most guilty of is asking people to talk to a professional before committing shareholder suicide.” JJ: The arrogance of assuming voting down a RS is financial suicide. 5. “It’s the shareholders who killed off our last chance of avoiding delisting even when there was a reasonable deal on the table.” JJ: Blaming shareholders again. And a "reasonable deal" in his book is when retail forfeits up to 95% of our shares. 6. “And to those of you forced out via margin calls, platform restrictions, etc… I’m truly sorry for you. Say a big thank you to your fellow retail investors who voted for a delisting.” JJ: Yeah, yeah, we know, it’s all our fault. He’s made that clear. Now he’s shaming shareholders for voting the way they did. 7. “This message board is literally nothing but crying. At least mine is grounded in reality.” JJ: A sweet-talking CEO convinced him to vote against the vast majority of retail, then he argued for the RS, then tried cozying up to longs once it was defeated, and now he keeps telling us we made a mistake. He can’t let it go. So who’s crying now? Look in the mirror.

$VXRT Help me make sense of something. Not looking to trade jabs, and I promise I’ll assume that everyone who responds thinks I’m a big dummy so you don’t have to say it. Just a serious question. I’ve often read “they’re trying to take 95% of my shares.” And by often, I mean every single post on this message board… but I digress. So I take that to mean that those folks saying “they will take 95% of your shares” foresaw it playing out with a 1:20 r/s, and that the company would not follow through with reducing authorized shares. That’s the scenario that would need to play out to make it kind of true, because we would have a massive dilution risk going forward that could leave us with 95% less of a stake in the company if it played out that way. So here’s my question: For sake of discussion, let’s stipulate that BOD is corrupt and out to harm retail. I don’t think that’s true, but I’ll run with it for the moment. And let’s say they are absolutely desperate to make the r/s happen. What’s the smarter play: Option 1 (the one it seems a lot of people believe was the plan): Use SEC docs to mislead investors, thereby committing securities fraud, which involves risking prison time, lawsuits, individual liability not covered by executive indemnification clauses that would cost well into the millions, forever ruined reputation, and will never work an exec position again. OR Option 2: Do an offering for the already authorized shares, dilute retail, have institutions scoop up 100 million shares on the cheap, then vote on the r/s with the balance of power having shifted away from retail thanks to the offering? You get where I’m going with this? So many people think that because I find Lo to be a smart and decent sounding guy, that it means I blindly trust him. But they’re missing the big picture. It’s not about whether we should trust the board or not. It’s about putting yourself in the board’s position (even if you think it’s a diabolical one) and thinking what you would do and how would you cover your ass. If Lo was desperate to do the r/s and wrestle control away from retail, there were better, easier, and much much safer ways. That’s why I believe they would have followed through on the reduction of a/s. And that’s why you wouldn’t be giving away 95% of your shares. You would be trading 20 one dollars bills for one 20 dollar bill, with the rest of the investment ecosystem (equity, percent ownership, dilution risk, market cap) staying unchanged. So I’m asking seriously… Why do so many of you assume it’s Option 1? What am I missing?

$VXRT interesting next 5-10 days in the market on this one. Imo, will it matter over the next 6, 12, 24, 36 months? All set to add and add large. Each should do as best for themselves. 2 thoughts come to mind here, "scared money don't make money" and, "the stock's not the company and the company's not the stock (science)." Don't let em trick ya friends. They know exactly what they are sitting on. They just don't want you and me to benefit from it. I'm holding, adding shares/votes/control. Don't do what ya can't afford to lose. I just don't see a loss, other than a nasty ass Finney and Lo. The rest of the board, simply useless. Once the SP runs, Tutes, partnership or collaboration with BP will demand their replacements (recall what Armistice did?). Been a long hold friends! Holding longer...!

$VXRT It's sad, but I'm trying to explain the current situation to the people around me and make them understand. I feel sorry for having to repeat the same story and for some of my acquaintances who are worried a lot. I dragged them all in. I'm especially sorry for my brother. // The fucking board of directors and the incompetent Lo. You fucking corrupt lump. Cancer lump. Dog shit. Cow shit. Horse shit. Chicken shit bastards.

$VXRT Got back from vacation to a very sad weekend here in Texas. 🙏 Just started thinking about this week’s situation here, and the fact that school starts back again late August, and the vaccine committee still hasn’t discussed the covid boosters for Fall. That topic got skipped in the June meeting. What if everything goes right? What if the FDA wants this as much as they should want it? 💊 💊 TSLA will take the attention tomorrow it looks like, but I’m bullish on VXRT getting our name spoken by RFK and MSM sometime soon. They have to discuss Fall situation soon. And someone wants that Noro $$$! Good luck to us, and hang in there.

$VXRT Wow https://www.zerohedge.com/personal-finance/300-increase-american-investors-defrauded-pumpndump-stock-fraud-fbi

$VXRT I’ll be right here. Not one share will be sold until they pay me