UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 19, 2009
NOVAVAX, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-26770
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22-2816046 |
(State or other jurisdiction
of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 9920 Belward Campus Drive |
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| Rockville, Maryland
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20850 |
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(Zip Code) |
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| Registrant’s telephone number, including area code: (240) 268-2000 |
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On February 19, 2009, Novavax, Inc., (the “Company”),
executed a consulting agreement with Mr.
Len Stigliano, effective January 28, 2009. Mr. Stigliano, the Company’s former Chief Financial Officer, will provide financial
consulting services to the Company for six months from date of the agreement, with an option to
extend the agreement for successive one month periods upon the mutual agreement by both parties.
Mr. Stigliano will be paid $1,400.00 per day or $175.00 per hour for services provided on an as
needed basis. During this time, stock options held by Mr. Stigliano will continue to vest until
consulting services cease.
The foregoing summary is qualified in its entirety by reference to the copy of the Consulting
Agreement which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On February 19, 2009, Novavax Inc., (the “Company”) announced preclinical results for a new
pandemic influenza virus-like particle (VLP) vaccine candidate in a press release.
The press release contains statements that are “forward-looking statements” subject to the
cautionary statement about forward-looking statements set forth therein.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibits |
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Description |
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10.1
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Consulting Agreement of Len
Stigliano, effective January 28, 2009 |
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99.1
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Press Release of Novavax, Inc., dated February 19, 2009 |
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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, thereunto duly authorized.
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Novavax, Inc. |
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(Registrant) |
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February 20, 2009
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By:
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/s/ Rahul Singhvi
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Name:
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Rahul Singhvi |
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Title:
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President and Chief Executive Officer |
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