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)

 

 

 

         
Delaware   0-26770   22-2816046

(State or Other Jurisdiction

of Incorporation)

 

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

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

 

Exhibit No.   Description  

 

99.1

 

 

Press release, dated October 13, 2017

 

 

 

 

 

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.
(Registrant)
       
Date: October 13, 2017       By:   /s/ John A. Herrmann III                                      
            Name:   John A. Herrmann III
            Title:   Senior Vice President, General Counsel and Corporate Secretary
                 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description  

 

99.1

 

 

Press release, dated October 13, 2017

 

 

 

 

 

 

Exhibit 99.1

 

nvax_notag_300dpi

 

Novavax Announces Leadership Change

 

GAITHERSBURG, Md., October 13, 2017 -- Novavax, Inc., (Nasdaq:NVAX) announced today that Barclay A. “Buck” Phillips has submitted his resignation as Senior Vice President, Chief Financial Officer (CFO) and Treasurer, to pursue an expanded opportunity in the industry. Mr. Phillips will step down effective November 10, 2017, and will provide financial, accounting and transition services as a consultant to Novavax until December 31, 2017. Mr. Erck will act as the interim CFO pending completion of a search for a new Chief Financial Officer.

 

“Buck has been instrumental in a number of significant Novavax accomplishments, and we thank him for all his contributions over the last four years. We wish him all the best in his new endeavors,” said Stanley C. Erck, President and CEO of Novavax.

 

About Novavax

 

Novavax, Inc. (Nasdaq:NVAX) is a clinical-stage biotechnology company committed to delivering novel products to prevent a broad range of infectious diseases. Our recombinant nanoparticles and Matrix-M™ adjuvant technology are the foundation for groundbreaking innovation that improves global health through safe and effective vaccines. Additional information about Novavax is available on the Company's website, novavax.com.

 

###

Contact:

 

Investor Relations

Novavax, Inc.

Andrea N. Flynn, Ph.D.

Director, Investor & Media Relations

ir@novavax.com

240-268-2000