NVAX Novavax Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 10, 2025

 

NOVAVAX, INC.

(Exact name of registrant as specified in charter)  

 

Delaware		0-26770		22-2816046
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

700 Quince Orchard Road

Gaithersburg, Maryland 20878

(Address of Principal Executive Offices, including Zip Code)

 

(240) 268-2000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	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))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 per share		NVAX		The Nasdaq Global Select Market

 

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) or Rule 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. ¨

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of James F. Young

 

On March 10, 2025, James F. Young, Ph.D. resigned from the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”), effective as of March 10, 2025. Dr. Young’s resignation from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Margaret G. McGlynn was appointed to serve as the Chairperson of the Board to succeed Dr. Young and Richard H. Douglas, Ph.D. was appointed to serve as the Chairperson of the Board’s Research and Development Committee.

 

Appointment of Director John W. Shiver

 

On March 10, 2025, the Board appointed John W. Shiver, Ph.D. to the Company’s Board, effective on such date, to fill the vacancy created by Dr. Young’s resignation and to serve as a Class III director for a term expiring at the Company’s 2025 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. Dr. Shiver was also appointed to serve as a member of the Board’s Research and Development Committee.

 

Dr. Shiver is eligible to receive compensation in respect of his Board service under the Company’s Non-Employee Director Compensation Program, consisting of (i) cash compensation as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2024, (ii) beginning on the date of the 2026 second quarter meeting of the Board, and on each annual second quarter meeting of the Board thereafter, an annual equity grant, consisting of an option to purchase shares of the Company’s common stock and/or restricted stock units with an aggregate grant date fair value approximately equal to $350,000 as determined by the Board or the Compensation Committee thereof, and (iii) an initial equity grant upon election or appointment to the Board, consisting of an option to purchase shares of the Company’s common stock and/or restricted stock units with an aggregate grant date fair value approximately equal to $525,000 as determined by the Board or the Compensation Committee thereof. Under the Company’s Non-Employee Director Compensation Program, annual equity grants vest in full on the first anniversary of the grant date and initial equity grants vest in three equal annual installments on the first three anniversaries of the grant date, in each case subject to the non-employee director’s continued service to the Board through the applicable vesting date. On March 10, 2025, Dr. Shiver was granted an initial equity grant, consisting of an option to purchase 35,770 shares of the Company’s common stock and 23,480 restricted stock units under the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended.

 

There is no arrangement or understanding between Dr. Shiver and any other person pursuant to which Dr. Shiver was selected as a director. The Board has affirmatively determined that Dr. Shiver qualifies as independent under Nasdaq listing standards and has no material direct or indirect interest in a related party transaction that requires disclosure under Item 404(a) of Regulation S-K.

 

Dr. Shiver and the Company expect to enter into the Company’s standard indemnification agreement (the “Indemnification Agreement”), a form of which is filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 and incorporated herein by reference, which will provide indemnification protection for Dr. Shiver in connection with his service as a director of the Company.

 

 

Item 7.01. Regulation FD Disclosure.

 

On March 11, 2025, the Company issued a press release announcing Dr. Young’s resignation and Dr. Shiver’s appointment to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information in Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
99.1		Press release of the Company, dated March 11, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

 

 

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.

 

	Novavax, Inc.
Date: March 11, 2025	By:	/s/ Mark Casey
	Name:	Mark Casey
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

 

 

 

Exhibit 99.1

 

Press Release

 

Novavax Announces Changes to Board of Directors

 

·

James Young, PhD retires as Chair of the Board, Margaret McGlynn, RPh, appointed

 

·

John Shiver, PhD appointed to board of directors

 

GAITHERSBURG, Md., March 11, 2025 – Novavax, Inc. (Nasdaq: NVAX) today announced that James Young, PhD, is retiring as Chair of the Board and Margaret McGlynn, RPh, has been appointed as his successor. The Company also appointed John Shiver, PhD, to its board as an independent director.

 

Dr. Young made the decision to resign from the board effective March 10, 2025. He has served on Novavax’s board since 2010 and as Chair since 2011. During his tenure, the Company acquired Isconova and the Matrix-M™ adjuvant, now a key component of its technology platform. Novavax also earned global approvals for and commercialized its first vaccine ever for COVID-19, ramping up quickly to meet the demands of the global pandemic. Dr. Young helped to guide the Company through the partnership with Sanofi in 2024 and the subsequent transformative focus on a new corporate growth strategy to maximize the impact of Novavax’s cutting-edge technology by focusing on strategic partnerships for its research and development (R&D) assets and its Matrix-M™ adjuvant.

 

“We’ll forever be grateful for Jim’s leadership during such critical moments for Novavax over the past 15 years,” said John C. Jacobs, President and Chief Executive Officer, Novavax. “With the solid foundation he helped build, we look forward to advancing our corporate growth strategy with Margie at the helm of the board, and now with John’s guidance as well. Both Margie and John bring a wealth of experience and under the collective leadership of all of our board members, we are well-positioned to deliver for our shareholders."

 

Ms. McGlynn has served on Novavax’s board of directors since 2020. She previously served as President, Merck Vaccines and Infectious Disease, and after 26 years at Merck, served as CEO of the International AIDS Vaccine Initiative. She also serves on the board of directors of Amicus Therapeutics and University at Buffalo Foundation.

 

“Thanks to Jim’s leadership, Novavax is primed to deliver against an exciting new pipeline through strategic collaborations,” said Ms. McGlynn. “I look forward to working with this immensely talented board and executive leadership team to support Novavax as it moves into a position of strength over the coming years.”

 

Dr. Shiver has more than 30 years of vaccine, biologics and RNA therapeutics experience in pharmaceutical research and development. He has led teams of scientists to develop novel vaccine and monoclonal antibody candidates to prevent or treat more than 40 infectious and non-infectious diseases. Dr. Shiver has also created a machine learning/artificial intelligence group to help design new vaccine candidates. He has served on multiple scientific advisory boards and committees including the International AIDS Vaccine Initiative Board of Directors and the Board of Directors for Icosavax, Auravax and Calder Biosciences. Dr. Shiver is a Special Advisor to F Prime Capital and serves as Head of R&D and an Observer of the board of directors at Vibrant Biomedicines. His past experience includes roles at IGM ID, Sanofi Pasteur, Merck and the National Cancer Institute. Dr. Shiver holds a Bachelor of Science degree in Chemistry and Mathematics from Wofford College and a Doctor of Philosophy in Physical Chemistry from the University of Florida.

 

 

Forward-Looking Statements

 

Statements herein other than statements of historical fact, including statements relating to the Company’s corporate growth strategy, the composition of its Board of Directors, and expectations regarding its clinical pipeline through strategic collaborations, are forward-looking statements. Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, challenges or delays in obtaining regulatory authorization or approval for its COVID-19 vaccine, in particular with respect to its BLA submission to the FDA for approval of its COVID-19 vaccine, or its other product candidates, including for future COVID-19 variant strain changes, its CIC vaccine candidate, its stand-alone influenza vaccine candidate or other product candidates; Novavax’s ability to successfully and timely manufacture, market, distribute, or deliver its updated 2024-2025 formula COVID-19 vaccine and the impact of its not having received a BLA from the FDA for the 2024-2025 vaccination season; challenges related to Novavax’s partnership with Sanofi and in pursuing additional partnership opportunities; challenges satisfying, alone or together with partners, various safety, efficacy, and product characterization requirements, including those related to process qualification, assay validation and stability testing, necessary to satisfy applicable regulatory authorities; challenges or delays in conducting clinical trials or studies for its product candidates; manufacturing, distribution or export delays or challenges; Novavax’s substantial dependence on SII and Serum Life Sciences Limited for co-formulation and filling Novavax’s COVID-19 vaccine and the impact of any delays or disruptions in their operations; difficulty obtaining scarce raw materials and supplies including for its proprietary adjuvant; resource constraints, including human capital and manufacturing capacity; constraints on Novavax’s ability to pursue planned regulatory pathways, alone or with partners; challenges in implementing its global restructuring and cost reduction plan; Novavax’s ability to timely deliver doses; challenges in obtaining commercial adoption and market acceptance of its updated 2024-2025 formula COVID-19 vaccine or any COVID-19 variant strain containing formulation, or for its CIC vaccine candidate and stand-alone influenza vaccine candidate or other product candidates; challenges meeting contractual requirements under agreements with multiple commercial, governmental, and other entities, including requirements to deliver doses that may require Novavax to refund portions of upfront and other payments previously received or result in reduced future payments pursuant to such agreements and challenges in amending or terminating such agreements; challenges related to the seasonality of vaccinations against COVID-19 or influenza; challenges related to the demand for vaccinations against COVID-19 or influenza; challenges in identifying and successfully pursuing innovation expansion opportunities, including with respect to Novavax’s Matrix-MTM adjuvant; Novavax’s expectations as to expenses and cash needs may prove not to be correct for reasons such as changes in plans or actual events being different than its assumptions; and those other risk factors identified in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Novavax's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission (SEC). We caution investors not to place considerable reliance on forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov and www.novavax.com, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of the statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

 

 

About Novavax

 

Novavax, Inc. (Nasdaq: NVAX) tackles some of the world's most significant health challenges by leveraging its scientific expertise in vaccines and its cutting-edge technology platform, including a protein-based nanoparticle and Matrix-M™ adjuvant. The Company's growth strategy is focused on building new and diversified partnerships via the out-licensing of its technology platform and vaccine assets earlier in the development process. These strategic collaborations are fueled by smart investments in a growing early-stage pipeline starting with the Company's core expertise in infectious disease and potentially expanding into other disease areas. Please visit novavax.com and LinkedIn for more information.

 

Contacts:

 

Investors
Luis Sanay, CFA
240-268-2022
ir@novavax.com

 

Media
Giovanna Chandler
202-709-5563
media@novavax.com

 

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