|
|
|
||
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
||
|
|
|||
(Address of principal executive offices)
|
(Zip Code)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
||
|
|
The
|
●
|
Revising Section 4 of Article II to conform to recent changes to the DGCL relating to the procedures for adjourning a meeting of stockholders, including an adjournment taken to address a technical failure to convene a meeting using remote communication, and the notice requirements for the adjourned meeting.
|
●
|
Revising Section 5 of Article II to conform to recent changes to the DGCL eliminating the requirement to make the list of stockholders available at the place of a meeting of stockholders (or, in the case of a meeting held solely by means of remote communication, to post the list on an electronic network for the duration of the meeting).
|
●
|
Revising Section 6 of Article II to reduce the requirement for the establishment of a quorum at a meeting of stockholders from a majority in voting power of the outstanding shares of capital stock entitled to vote to at least one-third in voting power of the outstanding shares of capital stock entitled to vote.
|
●
|
Revising Sections 9 and 10 of Article II to, among other things, further specify the time period during which a stockholder seeking to make a nomination of one or more persons for election to the Board or to propose other business at a meeting of stockholders must submit notice of the nomination or proposal and to require the inclusion of additional information regarding the stockholder making the nomination or proposal (and the beneficial owner, if any, on whose behalf the nomination or other proposal is being made) and the nominee(s) or other business proposal. These revisions are being proposed to reflect updates in corporate governance and practice and in light of recent changes to Rule 14a‑19 under the Securities Exchange Act of 1934, as amended, relating to universal proxy.
|
●
|
Revising Section 12 of Article II to refer to a person presiding over a meeting of stockholders rather than to a chairman.
|
●
|
Revising Section 13 of Article II to make clear that notices given by stockholders to the Company under Sections 9 and 10 of Article II of the Bylaws, which relate to advance notice of nominations and other business proposals, must be in writing (and not in an electronic transmission) and must be given in the manner specified in the Bylaws.
|
●
|
Revising Section 2 of Article V to provide that the President, when present at a meeting of stockholders, will preside at the meeting of stockholders, but expressly authorizing the Board to designate a person other than the President to preside over the meetings.
|
●
|
Revising Section 5 of Article VIII to provide that the Corporation may direct a new stock certificate or uncertificated shares to be issued in place of any certificate alleged to have been lost, stolen, destroyed or mutilated and eliminating the express requirement that such decision be made by the Board.
|
Exhibit Number
|
Description
|
|
3.1 | Amended and Restated Bylaws of Vaxart, Inc., effective as of October 18, 2023. | |
104
|
Cover Page Interactive Data File (embedded within Inline XBRL document).
|
VAXART, INC.
|
||
Dated: October 23, 2023
|
||
By:
|
/s/ Andrei Floroiu
|
|
Andrei Floroiu
|
||
President and Chief Executive Officer
|