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): November 13, 2023

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.

(b), (c) and (e)

Appointment of John Trizzino as President and Chief Operating Officer

On November 17, 2023, the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”) approved the appointment of John J. Trizzino to the newly created role of President and Chief Operating Officer of the Company, effective November 20, 2023. In connection with this appointment, Mr. Trizzino’s annual base salary will be increased by $50,000 to $570,000. Otherwise, Mr. Trizzino will continue to be compensated in accordance with the terms of his Employment Agreement with the Company, dated February 26, 2014, as amended.

Retirement of John A. Herrmann III

On November 13, 2023, John A. Herrmann III informed the Company of his intention to retire from his role as Chief Legal Officer and Corporate Secretary, effective December 8, 2023. Mr. Herrmann will continue to provide consulting services to the Company following his retirement, as further described below.

In connection with his retirement, the Company and Mr. Herrmann entered into a consulting agreement (the “Consulting Agreement”) on November [17], 2023, pursuant to which Mr. Herrmann will serve as the Company’s Senior Advisor for legal matters and will provide consulting and advisory services to the Company following his retirement until December 10, 2024 (subject to earlier termination or extension, the “consulting period”). The Consulting Agreement provides that Mr. Herrmann will receive a consulting fee (the “Consulting Fee”) of $44,167 per month and, subject to the recommendation of the Chief Executive Officer and approval of the Compensation Committee of the Board, a one-time incentive payment in respect of the 2023 bonus he would have received if his employment had continued, pro-rated to reflect the portion of the year during which Mr. Herrmann served as our Chief Legal Officer and Secretary. The equity awards previously granted to Mr. Herrmann will continue to vest based on his continued service during the consulting period in accordance with their existing terms, and any stock options that remain outstanding and unexercised as of the last day of the consulting period will remain exercisable for a period of 90 days following the end of the consulting period (collectively, the “Equity Treatment”).

Under the terms of the Consulting Agreement, if Mr. Herrmann’s service is terminated by the Company without cause or if Mr. Herrmann terminates his service with the Company for good reason (each, as defined in the Consulting Agreement) prior to the end of the consulting period (but not, for the avoidance of doubt, during any extension of the consulting period following December 10, 2024), the Company will pay Mr. Herrmann, in a lump sum payment, the amount of unpaid Consulting Fees, if any, that would otherwise be payable from the date of termination through December 10, 2024 and his outstanding equity awards will remain eligible for the Equity Treatment through such date.

The post-termination period applicable to Mr. Herrmann’s current non-competition, as modified by the Consulting Agreement, and non-solicitation covenants will commence upon his retirement with the Company.

The foregoing description of the material terms of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which will be filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 7.01. Regulation FD Disclosure.

A press release regarding the appointment of Mr. Trizzino as President and Chief Operating Officer, the retirement of Mr. Herrmann, and the appointment of Mark Casey as Chief Legal Officer and Secretary is furnished as Exhibit 99.1 to this Current Report on Form 8-K

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated November 17, 2023.
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 17, 2023	By:	/s/ James P. Kelly
	Name:	James P. Kelly
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Press Release  

Novavax Makes Changes to Executive Leadership Team to Enhance Focus on Delivery of Strategic Priorities

· New organizational structure for executive leadership team designed to facilitate a leaner and more focused approach to annual execution of business plans

· John Trizzino appointed to new Chief Operating Officer role

· Mark Casey to join as Chief Legal Officerand Corporate Secretary

GAITHERSBURG, Md., November 17, 2023 – Novavax, Inc. (Nasdaq: NVAX), a global company advancing protein-based vaccines with its Matrix-M^™ adjuvant, today announced changes to its executive leadership team designed to enhance focus on its strategic priorities and continue the evolution of the company’s scale and structure announced last week.

John Trizzino will take on the newly created role of President and Chief Operating Officer for the Company. In this role, Mr. Trizzino will lead the commercial; chemistry, manufacturing and controls or CMC; and regulatory functions for the Company. He will continue to serve on the Company’s executive leadership team. 

Current Chief Legal Officer and Corporate Secretary John Herrmann will retire effective December 8, and Mark Casey will join the Company as his successor effective December 11. Mark will also serve on the Company’s executive leadership team.

“As we announced last week, we are keenly focused on effectively delivering our COVID-19 product to market and evolving Novavax’s scale and structure to position the company for future success. In his new role as Chief Operating Officer, John Trizzino will focus on all aspects of successful product delivery, both for the 2023-2024 vaccination season and beyond. His deep knowledge of the company and our processes will help to facilitate the transition to a more streamlined and efficient operating model,” said John C. Jacobs, President and Chief Executive Officer, Novavax. “As Chief Legal Officer for nearly 14 years, John Herrmann helped transition Novavax from a clinical development organization to a global commercial vaccine company during a worldwide pandemic. We are incredibly grateful for his leadership, and I am delighted that John has agreed to serve as an advisor to me and the Company for the next year. His successor, Mark Casey, brings more than 30 years of experience to Novavax, and we look forward to the next chapter with him at the helm of our legal team.”

Mr. Trizzino has broad experience in publicly held companies and over 25 years in the vaccines market. During his 12 years with Novavax, Mr. Trizzino most recently served as Executive Vice President, Chief Commercial Officer and Chief Business Officer, and has also held the roles of Chief Financial Officer, Senior Vice President of Commercial Operations and Senior Vice President of Business Development. Previously, Mr. Trizzino served as Chief Executive Officer of Immunovaccine, successfully leading the company into clinical development within the infectious disease and cancer immunotherapy business, and has also held leadership roles at MedImmune, LLC (now AstraZeneca), ID Biomedical and Henry Schein, Inc. Mr. Trizzino holds a Bachelor of Science from Long Island University and a Master of Business Administration from New York University, Stern School of Business.

2

Mr. Casey has decades of experience in the life sciences sector and most recently served as Chief Legal Officer and Corporate Secretary at Bryn Pharma. He previously served as Chief Legal Officer, Corporate Secretary and Executive Chairman of the Board - Specialty Generics at Mallinckrodt Pharmaceuticals where he led business turnaround inclusive of enhancing profitability through rationalization of the R&D portfolio, identifying applications for underutilized manufacturing capacity and executive-level changes. Earlier in his career, Mr. Casey held executive leadership roles at Idera Pharmaceuticals and Hologic and held roles of increasing responsibility at Boston Scientific and EMC Corp. Mr. Casey holds a Bachelor of Science from Syracuse University and a Juris Doctor from Suffolk University Law School.

About Novavax 

Novavax, Inc. (Nasdaq: NVAX) promotes improved health by discovering, developing and commercializing innovative vaccines to help protect against serious infectious diseases. Novavax, a global company based in Gaithersburg, Md., U.S., offers a differentiated vaccine platform that combines a recombinant protein approach, innovative nanoparticle technology and Novavax's patented Matrix-M adjuvant to enhance the immune response. Focused on the world’s most urgent health challenges, Novavax is currently evaluating vaccines for COVID-19, influenza and COVID-19 and influenza combined. Please visit novavax.com and LinkedIn for more information. 

Forward-Looking Statements 

Statements herein relating to the future of Novavax, its operating plans and prospects, including the continued evolution of the Company’s scale and structure, and the effective delivery of its updated XBB version of its Novavax COVID-19 Vaccine, Adjuvanted (2023-2024 Formula) (NVX-CoV2601) 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; 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 or delays in obtaining regulatory authorization for its product candidates, including its updated XBB version of its COVID-19 vaccine in time for the fall 2023 vaccination season or for future COVID-19 variant strain changes; challenges or delays in clinical trials; manufacturing, distribution or export delays or challenges; Novavax’s exclusive dependence on Serum Institute of India Pvt. Ltd. for co-formulation and filling and the impact of any delays or disruptions in their operations on the delivery of customer orders; challenges in obtaining commercial adoption of our updated protein-based non-mRNA XBB COVID-19 vaccine, NVX-CoV2373 or any COVID-19 variant strain-containing formulation; 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's Annual Report on Form 10-K for the year ended December 31, 2022 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 

240-720-7804 

media@novavax.com

3

XML

Cover	Nov. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2023
Entity File Number	0-26770
Entity Registrant Name	NOVAVAX, INC.
Entity Central Index Key	0001000694
Entity Tax Identification Number	22-2816046
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	700 Quince Orchard Road
Entity Address, City or Town	Gaithersburg
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20878
City Area Code	240
Local Phone Number	268-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01 per share
Trading Symbol	NVAX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false