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 12, 2017
NOVAVAX, INC.
(Exact name of registrant as specified
in charter)
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| Delaware |
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0-26770 |
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22-2816046 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number) |
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(I.R.S. Employer
Identification No.)
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20 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))
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.
On October 12,
2017, Barclay A. “Buck” Phillips gave notice of his intention to resign as Senior Vice President, Chief Financial Officer
and Treasurer of Novavax, Inc. (the “Company”), effective November 10, 2017. From November 10, 2017 until December
31, 2017, Mr. Phillips will provide financial, accounting and transition services as a consultant to the Company for nominal cash
consideration and continued vesting in outstanding equity awards. The Company thanks Buck for his many years of service and wishes
him well in his new endeavors. Stanley C. Erck, President and Chief Executive Officer of the Company, will serve as interim Chief
Financial Officer pending the Company’s recruitment of a new Chief Financial Officer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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Novavax, Inc.
(Registrant) |
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| Date: October 13, 2017 |
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By: |
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/s/ John A. Herrmann III |
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Name: |
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John A. Herrmann III |
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Title: |
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Senior Vice President, General Counsel and Corporate Secretary |
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