Legal Proceedings
−Removed: On February 26, 2021, a Novavax stockholder named Thomas Golubinski filed a derivative complaint against certain members of the Novavax board of directors and certain members of senior management in the Delaware Court of Chancery.
−Removed: Novavax is a nominal defendant.
−Removed: The plaintiff challenges two sets of equity awards, made in April 2020 and in June 2020, on the ground that they were “spring-loaded,” that is, made at a time when certain board members or members of senior management allegedly possessed undisclosed positive material information concerning the Company.
−Removed: The complaint asserted claims for breach of fiduciary duty, waste, and unjust enrichment.
−Removed: The plaintiff sought an award of damages to the Company, an order rescinding the April 2020 and June 2020 awards or requiring disgorgement, and an award of attorneys’ fees incurred in connection with the litigation.
−Removed: On May 10, 2021, the defendants moved to dismiss the complaint in its entirety.
−Removed: On June 17, 2021, the Company’s stockholders voted FOR ratification of the April 2020 awards and ratification of the June 2020 awards.
−Removed: Details of the ratification proposals are set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 3, 2021.
−Removed: The results of the vote were disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2021.
−Removed: Thereafter, the plaintiff stipulated that, as a result of the outcome of the June 17, 2021 vote, the plaintiff no longer intends to pursue the action or any claim arising from or relating to the April 2020 and June 2020 awards.
−Removed: On August 23, 2021, the plaintiff filed a motion seeking an award of attorneys’ fees and expenses in the amount of $1.5 million.
−Removed: The defendants intend to oppose the plaintiff’s motion.
−Removed: The action is currently stayed and upon final resolution of the plaintiff's motion, the action will be automatically dismissed.
+Added: Stockholder Litigation
+Added: On November 12, 2021, Sothinathan Sinnathurai filed a purported securities class action in the U.S.
+Added: District Court for the District of Maryland against Novavax and certain members of senior management, captioned Sothinathan Sinnathurai v.
+Added: Novavax, Inc., et al.
+Added: 8:21-cv-02910-TDC (the “Sinnathurai Action”).
+Added: On January 26, 2022, the court entered an order designating David Truong, Nuggehalli Balmukund Nandkumar, and Jeffrey Gabbert as co-lead plaintiffs in the Sinnathurai Action.
+Added: The co-lead plaintiffs filed a consolidated amended complaint on March 11, 2022, alleging that the defendants made certain purportedly false and misleading statements concerning the Company’s ability to manufacture NVX-CoV2373 on a commercial scale and to secure the vaccine’s regulatory approval.
+Added: The amended complaint defines the purported class as those stockholders who purchased Novavax securities between February 24, 2021 and October 19, 2021.
+Added: On April 25, 2022, defendants filed a motion to dismiss the consolidated amended complaint.
+Added: After the Sinnathurai Action was filed, three derivative lawsuits were filed and are currently pending in the U.S.
+Added: District Court for the District of Maryland:
+Added: 8:21-cv-02996-TDC (the “Meyer Action”), Shui Shing Yung v.
+Added: 8:21-cv-03248-TDC (the “Yung Action”), and William Kirst, et al.
+Added: 8:22-cv-00024-TDC (the “Kirst Action”).
+Added: The derivative lawsuits name members of the board of directors and certain members of senior management as defendants.
+Added: Novavax is deemed a nominal defendant.
+Added: The plaintiffs assert derivative claims arising out of substantially the same alleged facts and circumstances as the Sinnathurai Action.
+Added: Collectively, the derivative complaints assert claims for breach of fiduciary duty, insider selling, unjust enrichment, violation of federal securities law, abuse of control, waste, and mismanagement.
+Added: Plaintiffs seek declaratory and injunctive relief, as well as an award of monetary damages and attorneys’ fees.
+Added: Novavax removed the Kirst Action from the Circuit Court for Montgomery County, Maryland, shortly after the case was filed.
+Added: On February 7, 2022, the plaintiffs in the Kirst Action filed a motion to remand the case to state court.
+Added: The Company has opposed the remand motion.
+Added: The parties finished briefing the remand motion on March 8, 2022, and await the Court’s decision.
+Added: On February 4, 2022, the Court entered an order consolidating the Meyer and Yung Actions (the “Consolidated Derivative Action”).
+Added: The plaintiffs in the Consolidated Derivative Action filed their consolidated derivative complaint on April 25, 2022.
+Added: The parties to the Consolidated Derivative Action intend to file a stipulation and proposed order to temporarily stay all proceedings and deadlines in the Consolidated Derivative Action.
+Added: Par Sterile Products, LLC Arbitration
+Added: On March 29, 2022, Par Sterile Products, LLC (“Par”) submitted a demand for arbitration against the Company with the American Arbitration Association, alleging that the Company breached certain provisions of the Manufacturing and Services Agreement (“MSA”) that the Company entered into with Par in September 2020 to provide fill-finish manufacturing services for NVX-CoV2373.
+Added: The matter is at a preliminary stage and therefore the potential loss is not reasonably estimable.
+Added: While the Company maintains that no breach of the MSA has occurred and intends to vigorously defend the matter, if the final resolution of the matter is adverse to the Company, it could have a material impact on the Company's financial position, results of operations, or cash flows.
+Added: We are also involved in various other legal proceedings arising in the normal course of business.
+Added: Although the outcomes of these other legal proceedings are inherently difficult to predict, we do not expect the resolution of these other legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flows.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.