SEC Form SC 13D/A filed by Novavax Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

NOVAVAX, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

670002401

(CUSIP Number)

SHAH CAPITAL MANAGEMENT, INC.

2301 Sugar Bush Road, Suite 510

Raleigh, NC 27612

(919) 719-6360

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 6, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2(a)-(c) are hereby amended and restated as follows:

(a)       Name

This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 to Amendment No.1 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       Residence of Business Address

The address of the principal business and principal office of each of the Reporting Persons is 2301 Sugar Bush Road, Suite 510, Raleigh, North Carolina 27612.

(c)       Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted

The principal business of each Shah Capital Management is serving as the investment manager of each of Shah Opportunity and the Shah Managed Accounts. The principal business of Shah Opportunity is investing in securities. Mr. Shah serves as the President and Chief Investment Officer of Shah Capital Management.

Item 3 is hereby amended as follows:

¹ References to the Shah Managed Accounts exclude the Mr. Shah Managed Account (as defined below).

The shares of Common Stock purchased by Shah Opportunity were purchased with working capital in open market transactions. The aggregate purchase price of the 10,035,000 shares of Common Stock beneficially owned by the Reporting Person is approximately $67,516,536, excluding brokerage commissions.

The shares of Common Stock purchased by the Shah Managed Accounts were purchased with working capital in open market transactions. The aggregate purchase price of the 665,794 shares of Common Stock held through the Shah Managed Accounts and beneficially owned by Shah Capital Management is approximately $4,965,921, excluding brokerage commissions, if any.

The shares of Common Stock purchased by Mr. Shah and held in the Mr. Shah Managed Account were purchased with his personal funds. The aggregate purchase price of the 65,382 shares of Common Stock directly beneficially owned by Mr. Shah is approximately $466,650, excluding brokerage commissions, if any.

Item 4 is hereby amended to add the following:

On May 6, 2024, the Reporting Persons filed a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit the Issuer’s stockholders (the “Solicitation”) to vote AGAINST the election of Richard H. Douglas, Margaret G. McGlynn and David Mott to the Board of Directors (the “Board”) of the Issuer and AGAINST the approval of certain of the Issuer’s other proposals to be considered by stockholders at the Issuer’s upcoming 2024 annual meeting of stockholders (the “Annual Meeting”).

Also on May 6, 2024, the Reporting Persons issued a press release and open letter (the “Stockholder Letter”) to the stockholders of the Issuer announcing that they have launched the Solicitation and urging stockholders to vote AGAINST the re-election of Mr. Douglas, Ms. McGlynn and Mr. Mott and AGAINST certain of the Company’s other proposals at the Annual Meeting. A copy of the Stockholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Reporting Persons believe significant value remains to be unlocked within the Issuer’s shares and have endeavored to engage constructively with the Board to address the Reporting Persons’ concerns and explore avenues for enhancing stockholder value. Despite these efforts, the initiatives proposed, including the appointment of two independent directors to the Board, have been met with a disconcerting lack of interest and no sense of urgency from the Board and the Issuer.

Accordingly, the Reporting Persons believe that the Issuer’s stockholders must send a strong message to the Board at the Annual Meeting that they do not approve of the Issuer’s current trajectory and that the Board must be materially refreshed in order for the Issuer’s stockholders to realize the maximum value of their investments. To this end, the Reporting Persons have determined to commence the Solicitation.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of the shares of Common Stock reported owned by each person named herein is based upon 140,402,521 shares outstanding as of April 22, 2024, which is the total number of shares outstanding as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2024.

As of the date hereof, Shah Capital Management directly beneficially owns 10,035,000 shares of Common Stock. As the investment manager of Shah Opportunity and the Shah Managed Accounts, Shah Capital Management may be deemed to beneficially own 10,700,794 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts. As of the date hereof, Mr. Shah directly beneficially owns 65,382 shares of Common Stock, which are held in the Mr. Shah Managed Account. As the President and Chief Investment Officer of Shah Capital Management, Mr. Shah may be deemed to beneficially own the 10,700,794 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts, which in addition to the 65,382 shares of Common Stock he beneficially owns directly, constitutes an aggregate of 10,766,176 shares of Common Stock that Mr. Shah may be deemed to beneficially own.

Item 7 is hereby amended to add the following exhibit:

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

SCHEDULE A

Transactions in the Shares of the Issuer Since the Filing of Amendment No. 1 to the Schedule 13D

SHAH CAPITAL OPPORTUNITY FUND LP

SHAH CAPITAL MANAGEMENT INC.

(through the Shah Managed Accounts)

HIMANSHU H. SHAH

(through the Mr. Shah Managed Account)