Other Information
−Removed: During the three months ended June 30, 2024, certain of our directors and “officers” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.
−Removed: We refer to these contracts, instructions and written plans as “Rule 10b5-1 trading plans” and each one as a “Rule 10b5-1 trading plan.” We describe the material terms of these Rule 10b5-1 trading plans below.
−Removed: Jacobs, President and Chief Executive Officer
−Removed: On May 28, 2024 , John C.
−Removed: Jacobs , our President and Chief Executive Officer and a member of our board of directors , entered into a Rule 10b5-1 trading plan that provides that Mr.
−Removed: Jacobs, acting through a broker, may sell up to an aggregate of 47,526 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.
−Removed: Sales of shares under the plan may only occur from August 27, 2024 to April 30, 2025.
−Removed: The plan is scheduled to terminate on April 30, 2025 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr.
−Removed: Jacobs or the broker, or as otherwise provided in the plan.
−Removed: John Trizzino, President and Chief Operating Officer
−Removed: On June 17, 2024 , John Trizzino , our President and Chief Operating Officer , entered into a Rule 10b5-1 trading plan that provides that Mr.
−Removed: Trizzino, acting through a broker, may sell up to an aggregate of 218,669 shares of our common stock, subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.
−Removed: Sales of shares under the plan may only occur from September 16, 2024 to May 7, 2025.
−Removed: The plan is scheduled to terminate on May 7, 2025 , subject to earlier termination upon the sale of all shares subject to the plan, upon termination by Mr.
−Removed: Trizzino or the broker, or as otherwise provided in the plan.
−Removed: Filip Dubovsky, MD, Former President, Research & Development
−Removed: On May 10, 2024 , Filip Dubovsky , MD, our former President , Research & Development, terminated a Rule 10b5-1 trading plan that he had originally adopted on December 12, 2023.
−Removed: The plan was for the sale of up to 13,365 shares of our common stock.
−Removed: Sales under the plan were scheduled to occur from March 15, 2024 to June 14, 2024.
+Added: During the three months ended September 30, 2024, no director or “officer” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated a “Rule 10b5 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
3.1 Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.
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3.4 Certificate of Designation of Series A Convertible Preferred Stock of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 19, 2020 (File No.
−Removed: 10.1 Amended and Restated Novavax, Inc.
−Removed: 2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on April 29, 2024 in connection with the Annual Meeting held on June 13, 2024 (File No.
−Removed: Amended and Restated Novavax, Inc.
−Removed: 2013 Employee Stock Purchase Plan (Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed on April 29, 2024 in connection with the Annual Meeting held on June 13, 2024 (File No.
−Removed: 10.3 Securities Subscription Agreement, dated May 10, 2024, by and between the Company and Sanofi Pasteur Inc.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 13, 2024 (File No.
−Removed: Collaboration and License Agreement, dated May 10, 2024, by and between the Company and Sanofi Pasteur Inc .
−Removed: Consulting and Advisory Agreement between the Company and Filip Dubovsky, M.D.
−Removed: dated May 29 , 2024
−Removed: Supply Agreement , date d May 6, 2024 , by and between the Company and Serum Life Sciences Limited
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline Extensible Business Reporting Language (Inline XBRL):
−Removed: (i) the Consolidated Statements of Operations for the three and six-month periods ended June 30, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six-month periods ended June 30, 2024 and 2023, (iii) the Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, (iv) the Consolidated Statements of Changes in Stockholders’ Deficit for the three and six-month periods ended June 30, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2024 and 2023, and (vi) the Notes to the Consolidated Financial Statements.
+Added: 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (Inline XBRL):
+Added: (i) the Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Loss for the three and nine-month periods ended September 30, 2024 and 2023, (iii) the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (iv) the Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine-month periods ended September 30, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2024 and 2023, and (vi) the Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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* Filed or furnished herewith.
−Removed: ± Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
Pursuant to the requirements of Section 13 or 15(d) 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.
NOVAVAX, INC.
−Removed: August 8, 2024 By:
+Added: November 12, 2024 By:
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 8, 2024 By:
+Added: November 12, 2024 By:
Executive Vice President, Chief Financial Officer and Treasurer
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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.