8-K

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): October 29, 2022

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.)

21 Firstfield 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.

Appointment of Director Richard J. Rodgers

On October 29, 2022, the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”) voted to increase the size of the Board from seven members to eight members and to appoint Richard J. Rodgers to the Board to fill the resulting vacancy, effective as of October 29, 2022. Mr. Rodgers will serve as a Class I director and his term will expire at the Company’s 2023 annual meeting of stockholders. The Board has not appointed Mr. Rodgers to any Board committees at this time. Mr. Rodgers will be eligible to receive compensation in respect of his Board service under the Company’s non-employee director compensation program, including cash compensation as described in the Company's Definitive Proxy Statement on Schedule 14A, filed on May 2, 2022, an annual equity grant, comprised of an option to purchase shares of the Company's common stock and/or restricted stock units with an aggregate grant date fair value equal to up to $400,000 as determined by the Board or the Compensation Committee thereof, and an initial equity grant upon election or appointment to the Board, comprised of an option to purchase shares of the Company's common stock and/or restricted stock units with an aggregate grant date fair value equal to up to $600,000 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 October 29, 2022, Mr. Rodgers was granted an initial equity grant, comprised of an option to purchase 17,095 shares of the Company’s common stock and 11,400 restricted stock units under the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended. There is no arrangement or understanding between Mr. Rodgers and any other person pursuant to which Mr. Rodgers was selected as a director. The Board has affirmatively determined that Mr. Rodgers is independent and has no material direct or indirect interest in a related party transaction that requires disclosure. Mr. Rodgers and the Company have entered into an indemnification agreement (the “Indemnification Agreement”) which will provide indemnification protection for Mr. Rodgers in connection with his service as a director of the Company. The Indemnification Agreement is substantially similar to the form 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.

On November 1, 2022, the Company issued a press release announcing Mr. Rodgers’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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Indemnification Agreement entered into between the Company and its directors and officers (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 000-26770), filed on March 16, 2010).
99.1	Press release of the Company, dated November 1, 2022, regarding the appointment of Richard J. Rodgers to the Company’s Board of Directors.
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: November 1, 2022	By:	/s/ John A. Herrmann, III
	Name:	John A. Herrmann III
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1 

Press Release  

Novavax Appoints Rick Rodgers to Board of Directors

GAITHERSBURG, Md., November 1, 2022 – Novavax, Inc. (Nasdaq: NVAX), a biotechnology company dedicated to developing and commercializing next-generation vaccines for serious infectious diseases, today announced the appointment of Richard Rodgers, MBA to its board as an independent director. Mr. Rodgers brings extensive experience in biopharmaceutical management to his role on the Novavax Board of Directors.

“Rick’s deep experience in the pharmaceutical industry coupled with his extensive acumen in building rapidly-growing companies and financial leadership will be invaluable as we continue the commercialization of our COVID-19 vaccine and expand our vaccine pipeline,” said Stanley C. Erck, President and Chief Executive Officer, Novavax.

From 2010 to 2013, Mr. Rodgers was co-founder, Executive Vice President, Chief Financial Officer, Secretary, and Treasurer of TESARO, Inc., a biopharmaceutical company that was acquired in January 2019 by GSK for over $5 billion. From 2009 to 2010, Mr. Rodgers served as the Chief Financial Officer and Senior Vice President of Abraxis BioScience, Inc., a biotechnology company that was acquired by Celgene for $2.9 billion. From 2004 to 2008, Mr. Rodgers served as Senior Vice President, Controller and Chief Accounting Officer of MGI PHARMA, Inc., a biopharmaceutical company that was acquired in January 2008 by Eisai for $3.9 billion.

Mr. Rodgers currently serves on the boards of directors and as the chair of the audit committee and member of the compensation committee of Ocuphire Pharma, Inc., Sagimet Biosciences, Inc., and Ardelyx, Inc.

“This is a very exciting time to be joining the Novavax Board,” said Mr. Rodgers. “I look forward to working with my fellow directors to support Novavax as it commercializes its first globally-approved vaccine and continues its growth into new vaccine areas.”

Mr. Rodgers holds a Bachelor of Science degree in Financial Accounting from St. Cloud State University and a Master of Business Administration in Finance from the University of Minnesota, Carlson School of Business.

About Novavax

Novavax, Inc. (Nasdaq: NVAX) is a biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases. The company's proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticles designed to address urgent global health needs. The Novavax COVID-19 vaccine, has received authorization from multiple regulatory authorities globally, including the U.S. Food and Drug Administration, the European Commission, and the World Health Organization. The vaccine is currently under review by multiple regulatory agencies worldwide, including for additional populations and indications such as adolescents and as a booster. In addition to its COVID-19 vaccine, Novavax is also currently evaluating its COVID-19-Influenza Combination vaccine candidate in a Phase 1/2 clinical trial, its quadrivalent influenza investigational vaccine candidate, and an Omicron strain-based vaccine (NVX-CoV2515) as well as a bivalent format Omicron-based / original strain-based vaccine. These vaccine candidates incorporate Novavax' proprietary saponin-based Matrix-M adjuvant to enhance the immune response and stimulate high levels of neutralizing antibodies.

For more information, visit www.novavax.com and connect with us on LinkedIn.

Forward-Looking Statements

Statements herein relating to the future of Novavax, its operating plans and prospects, the timing of clinical trial results, the ongoing development of NVX-CoV2373, NVX-CoV2515, a bivalent vaccine candidate, a quadrivalent influenza investigational vaccine candidate, and a COVID-19-Influenza Combination investigational vaccine candidate, the scope, timing and outcome of future regulatory filings and actions, additional worldwide authorizations of NVX-CoV2373 for use in adults and adolescents, and as a booster, the evolving COVID-19 pandemic, the potential impact and reach of Novavax and NVX-CoV2373 in addressing vaccine access, controlling the pandemic and protecting populations, the efficacy, safety, intended utilization, and expected administration of NVX-CoV2373 and Novavax' other vaccine candidates 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 satisfying, alone or together with partners, various safety, efficacy, and product characterization requirements, including those related to process qualification and assay validation, necessary to satisfy applicable regulatory authorities; unanticipated challenges or delays in conducting clinical trials; difficulty obtaining scarce raw materials and supplies; resource constraints, including human capital and manufacturing capacity, on the ability of Novavax to pursue planned regulatory pathways; challenges meeting contractual requirements under agreements with multiple commercial, governmental, and other entities; 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' Annual Report on Form 10-K for the year ended December 31, 2021 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. 

Contacts:

Investors  
Erika Schultz | 240-268-2022  
ir@novavax.com

Media  
Ali Chartan or Giovanna Chandler | 202-709-5563  

media@novavax.com

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