UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2018
VAXART, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35285 | | 59-1212264 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
290 Utah Ave
Suite 200
South San Francisco, California 94080
(Address of principal executive offices (Zip Code)
(650)550-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Explanatory Note
On February 20, 2018, Vaxart, Inc., formerly known as “Aviragen Therapeutics, Inc.” (“Aviragen”) filed a Current Report onForm 8-K (the “Original Form8-K”) reporting, among other items, that on February 13, 2018, Aviragen completed its merger with what was then known as Vaxart, Inc. which changed its name to Vaxart Biosciences, Inc. immediately upon the closing of the merger (“Private Vaxart” and together with Aviragen the “Company”). This Amendment No. 1 to Current Report onForm 8-K amends the OriginalForm 8-K to provide the historical audited financial statements of Private Vaxart as required by Item 9.01(a) of Current Report onForm 8-K. Such financial information was excluded from the OriginalForm 8-K in reliance on the instructions to such Items.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The audited financial statements of Private Vaxart as of and for the years ended December 31, 2017 and 2016 are filed herewith as Exhibit 99.2 and are incorporated herein by reference. The consent of KPMG LLP, Private Vaxart’s independent registered public accounting firm, is attached as Exhibit 23.1 to this Amendment No. 1 to Current Report onForm 8-K.
(d) Exhibits
| | | | | | | | | | |
| | | | | Incorporated by Reference |
Exhibit
Number | | Description of Document | | Schedule/Form | | File Number | | Exhibits | | Filing Date |
| | | | | |
| 2.1 | | Agreement and Plan of Merger and Reorganization, dated October 27, 2017, by and among Aviragen Therapeutics, Inc., Vaxart, Inc. and Agora Merger Sub, Inc. (included asAnnex A to the proxy statement/prospectus/information statement forming a part of this registration statement). | | Form S-4 | | 333-222009 | | 2.1 | | December 29, 2017 |
| | | | | |
| 2.2 | | Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated February 7, 2018 by and among Aviragen Therapeutics, Inc., Vaxart, Inc. and Agora Merger Sub, Inc. | | Form 8-K | | 001-35285 | | 2.1 | | February 7, 2018 |
| | | | | |
| 3.1 | | Certificate of Amendment to Restated Certificate of Incorporation of Aviragen, Inc. | | Form 8-K | | 001-35285 | | 3.1 | | February 20, 2018 |
| | | | | |
| 3.2 | | Certificate of Amendment to Restated Certificate of Incorporation of Vaxart, Inc. | | Form 8-K | | 001-35285 | | 3.2 | | February 20, 2018 |
| | | | | |
| 23.1* | | Consent of KPMG LLP, Private Vaxart’s independent registered public accounting firm. | | | | | | | | |
| | | | | |
| 99.1 | | Press release titled “Vaxart, Inc. Completes Merger with Aviragen Therapeutics, Inc.; Combined Company Renamed Vaxart, Inc. and Will Begin Trading Under New Symbol NASDAQ: VXRT” issued by Vaxart, Inc. on February 13, 2018. | | Form 8-K | | 001-35285 | | 99.1 | | February 20, 2018 |
| | | | | |
| 99.2* | | Audited financial statements of Private Vaxart as of and for the years ended December 31, 2017 and 2016. | | | | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | VAXART, INC. |
| | | |
| Dated: March 30, 2018 | | | | By: | | /s/ Wouter W. Latour, M.D. |
| | | | Name: | | Wouter W. Latour, M.D. |
| | | | Title: | | President and Chief Executive Officer |
