In September last year, a group of concerned stockholders raised alarm about Vaxart’s proposed reverse stock split, which the biotech was pushing for despite strong opposition from shareholders.
Trouble seems to be brewing on Vaxart’s horizon, with a small group of shareholders seeking to unseat half of the company’s directors and replace them with their own nominees. Vaxart is scheduled to hold its annual stockholder meeting, where elections for directorship will take place, in July.
“A small group of dissident shareholders is seeking to disrupt our progress,” the current board wrote in an open letter dated Wednesday, asking shareholders to support their bid for re-election. These external nominees “show no public company experience, no clinical-stage pharmaceutical experience, no financial management experience, no capital markets experience, no regulatory experience, or any other experience that is relevant to our business.”
Daniel Houle, who is leading the proxy battle, has nominated himself, Mark Silverberg and Matthew Wallace. Houle is a personal injury lawyer; Silverberg is executive director of a private surrogacy agency and Wallace is a dermatologic surgeon, according to Vaxart’s proxy statement.
“This is an important time for Vaxart, and we believe it is critical to have the right people leading the charge,” the open letter read, emphasizing the importance of having the right clinical, regulatory and operational background and relationships. “This is not a job for director candidates who lack this experience and expertise.”
Discontent toward Vaxart’s leadership has been building for months now. In September, eight shareholders wrote to fellow stockholders, urging them to oppose a proposed reverse stock split. This group of shareholders includes all three of the external nominees looking to unseat half of the current board.
During Vaxart’s 2025 annual meeting, “stockholders emphatically rejected a reverse stock split proposal and withheld support from a majority of the board,” the concerned investors claimed in their letter. “Nevertheless, the full board remains in place and is once again advancing a reverse stock split proposal, disregarding the will of stockholders.”
The stock split proposal “would only reduce liquidity, increase volatility and potentially mask deeper structural issues,” the investors continued, contending that the proposal isn’t in the best interests of shareholders. A few weeks later, Vaxart scrapped the stock split plan.
That same month, the same group of concerned stockholders in a letter blasted the biotech’s decision to name W. Mark Watson as the lead independent director of Vaxart’s board of directors. By then, Watson had been a director for three years, during which time “stockholders have endured repeated dilution, governance failures and strategic missteps,” the letter read.
Elevating Watson to lead independent director, the concerned shareholders said at the time, “underscores the board’s preference for optics rather than meaningful reform.” Despite these protestations, Watson remains Vaxart’s lead independent director.
As of Dec. 31, 2025, Vaxart had $63.8 million in cash, cash equivalents and investments, enough to keep going into the second quarter of 2027. In March last year, the biotech was forced to slash 10% of its headcount after the health department unexpectedly suspended a contract to develop an oral COVID-19 vaccine. The grant would have given the company a multi-billion-dollar boost. This funding has since resumed.
