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): June 14, 2020

 

 

 

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.)

 

 

 

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

 

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.

 

Appointment of Director David M. Mott

 

On June 14, 2020, the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”) appointed David M. Mott to the Company’s Board, effective on June 16, 2020. Mr. Mott will serve as a Class II director and his term will expire at the Company’s 2021 annual meeting of stockholders. The Board also appointed Mr. Mott to serve on the Board’s Compensation Committee. Mr. Mott will receive an annual retainer of $40,000 for his service on the Board and an annual retainer of $7,500 for his service on the Compensation Committee. Mr. Mott was granted a stock option award of 8,000 shares of Company common stock under the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended.

 

There is no arrangement or understanding between Mr. Mott and any other person pursuant to which Mr. Mott was selected as a director. The Board has affirmatively determined that Mr. Mott is independent. In advance of joining the Board, Mr. Mott agreed to purchase 32,916 shares of Company common stock directly from the Company in a sale exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant Section 4(a)(2) thereunder, at a purchase price of $45.57 per share, resulting in Mr. Mott’s total ownership of 64,961 shares of Company common stock following such purchase. He has no other material direct or indirect interest in a related party transaction that requires disclosure.

 

Mr. Mott and the Company have entered into an indemnification agreement (the “Indemnification Agreement”) which will provide indemnification protection for Mr. Mott 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 June 16, 2020, the Company issued a press release announcing Mr. Mott’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 June 16, 2020, regarding the appointment of David M. Mott to the Company’s Board of Directors.

 

 

 

 

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: June 18, 2020 By: /s/ John A. Herrmann III
  Name: John A. Herrmann III
  Title:

Senior Vice President, General Counsel and

Corporate Secretary

 

 

 

Exhibit 99.1

 

NVAX_NOTAG_300DPI

 

Novavax Appoints Biotechnology Veteran David Mott
to Board of Directors

 

GAITHERSBURG, Md., June 16, 2020 (GLOBE NEWSWIRE) -- Novavax, Inc. (NASDAQ: NVAX), a late-stage biotechnology company developing next-generation vaccines for serious infectious diseases, today announced that it has appointed David Mott as an independent director to its Board of Directors. Mr. Mott brings more than three decades of global management, board and investment experience across numerous private and public biopharmaceutical companies. Prior to February 2020, he was the global head of healthcare investing at New Enterprise Associates (NEA).

 

“David’s extensive experience building, leading and financing biopharmaceutical companies will add significant value to Novavax’ board, especially now as we laser-focus on contributing to some of the world’s most daunting healthcare challenges,” said Stanley C. Erck, President and Chief Executive Officer of Novavax. “We welcome his insights and guidance as we continue rapid clinical development of NVX-CoV2373, our COVID-19 vaccine candidate, prepare for NanoFlu™ regulatory submission, and explore paths forward for ResVax™ against RSV+ (respiratory syncytial virus).”

 

“I am delighted to join the Board of Directors of Novavax and look forward to working with my fellow Board members to help advance the company’s critical mission to prevent serious infectious disease, which is more important today than ever,” said Mr. Mott. “I look forward to supporting the Novavax team as it continues clinical development of its vaccine candidates and prepares for potential commercialization.”

 

Mr. Mott is currently a private investor through Mott Family Capital. Mr. Mott has recently acquired nearly 65,000 shares of Novavax common stock prior to his appointment. He serves as Chairman of the Board for Adaptimmune, Ardelyx, Epizyme, Imara and Mersana. From 2008 to 2020, Mr. Mott was general partner at NEA, one of the world’s largest venture capital firms, which invests in companies across all stages in healthcare and technology. He led the NEA healthcare investing practice, with a primary focus on biopharmaceuticals. Mr. Mott served as President and Chief Executive Officer, Vice Chairman of MedImmune from 2000 through 2008, during which he led the sale of the company to AstraZeneca in June 2007 for $15.6 billion. He joined Medimmune in 1992 and served in various senior roles during his tenure, including Chief Operating Officer and Chief Financial Officer. Earlier in his career he was a Vice President in healthcare investment banking at Smith Barney, Harris Upham & Co., Inc. During the course of his career, Mr. Mott has been involved in over $40 billion in corporate acquisitions, fundraising, partnerships and other capital formation. He has been involved in more than 35 initial public offerings or corporate acquisitions, in bringing over a dozen new drugs through development to commercialization and has served on 25 corporate boards. Mr. Mott holds a Bachelor of Arts degree from Dartmouth College.

 

Mr. Mott will serve on the Compensation Committee of Novavax’ Board.

 

 

 

 

About Novavax

 

Novavax, Inc. (Nasdaq:NVAX) is a late-stage biotechnology company that promotes improved health globally through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases. Novavax recently initiated development of NVX-CoV2373, its vaccine candidate against SARS-CoV-2, the virus that causes COVID-19, with Phase 1 clinical trial results expected in July of 2020. NanoFlu™, its quadrivalent influenza nanoparticle vaccine, met all primary objectives in its pivotal Phase 3 clinical trial in older adults. Both vaccine candidates incorporate Novavax’ proprietary saponin-based Matrix-M™ adjuvant in order to enhance the immune response and stimulate high levels of neutralizing antibodies. Novavax is a leading innovator of recombinant vaccines; its proprietary recombinant technology platform combines the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticles in order to address urgent global health needs.

 

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

 

Forward-Looking Statements

 

Statements herein relating to the future of Novavax and the ongoing development of its vaccine and adjuvant products, including statements regarding the manufacturing of vaccine antigen dose amounts and timing, are forward-looking statements. Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include those identified under the heading “Risk Factors” in the Novavax Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (SEC) and updated by any Quarterly Report on Form 10-Q, particularly the risks inherent to developing novel vaccines. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at sec.gov, 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
Novavax, Inc.
Silvia Taylor and Erika Trahan

ir@novavax.com
240-268-2022

 

Media
Brandzone/KOGS Communication
Edna Kaplan
kaplan@kogspr.com
617-974-8659