Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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NOVAVAX, INC. (Name of Issuer) |
Common Stock, Par Value $0.01 per share (Title of Class of Securities) |
670002401 (CUSIP Number) |
Himanshu H. Shah 2301 Sugar Bush Road, Suite 510 Raleigh, NC, 27612 (919) 719-6360 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 670002401 |
| 1 |
Name of reporting person
Shah Capital Management | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NORTH CAROLINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,714,705.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
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| CUSIP No. | 670002401 |
| 1 |
Name of reporting person
Shah Capital Opportunity Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.51 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 670002401 |
| 1 |
Name of reporting person
Himanshu H. Shah | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,841,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.01 per share | |
| (b) | Name of Issuer:
NOVAVAX, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
700 QUINCE ORCHARD ROAD, GAITHERSBURG,
MARYLAND
, 20878. | |
Item 1 Comment:
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (the "Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated to read as follows: (i) Shah Capital Management, Inc. ("Shah Capital"), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below) and certain separately managed accounts (the "Shah Managed Accounts"); (ii) Shah Capital Opportunity Fund LP ("Shah Opportunity"), a Delaware limited partnership, with respect to the shares of Common Stock directly and beneficially owned by it; and (iii) Himanshu H. Shah ("Mr. Shah"), who serves as President and Chief Investment Officer of Shah Capital Management and with respect to the shares of Common Stock directly beneficially owned by him in that certain account separately managed by Shah Capital Management for his benefit (the "Mr. Shah Managed Account"). 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. | |
| (c) | Item 2(c) is hereby amended and restated to read as follows: The principal business of each of 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. | |
| (f) | Shah Capital is North Carolina corporation. Shah Opportunity is a Delaware limited partnership. Mr. Shah is a citizen of the United States of America. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following: On May 14, 2026, the Reporting Persons sent a presentation (the "Elevating Novavax Presentation") to the board of directors of the Issuer (the "Board") outlining what they believe to be the failures of the current leadership, specifically noting the following: (i) marketing failure since 2023; (ii) underwhelming Sanofi partnership; (iii) capital market mismanagement; and (iv) leadership enriching itself instead of building value. The foregoing description of the Elevating Novavax Presentation does not purport to be complete and is qualified in its entirety to the Elevating Novavax Presentation, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 164.4M shares outstanding as of April 30, 2026. (i) - Shah Capital 14,714,705; 8.95% (ii) - Shah Opportunity 14,000,000; 8.51% (iii) - Himanshu H. Shah 14,841,000; 9.03% | |
| (b) | (i) - Shah Capital Sole Voting Power - 0 Shared Voting Power - 14,714,705 Sole Dispositive Power - 0 Shared Dispositive Power - 14,714,705 (ii) - Shah Opportunity Sole Voting Power - 0 Shared Voting Power - 14,000,000 Sole Dispositive Power - 0 Shared Dispositive Power - 14,000,000 (iii) - Himanshu H. Shah Sole Voting Power - 126,295 Shared Voting Power - 14,714,705 Sole Dispositive Power - 126,295 Shared Dispositive Power - 14,714,705 As of the date hereof, Shah Opportunity directly beneficially owns 14,000,000 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 14,714,705 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 126,295 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 14,714,705 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts, which in addition to the 126,295 shares of Common Stock he beneficially owns directly, constitutes an aggregate of 14,841,000 shares of Common Stock that Mr. Shah may be deemed to beneficially own. | |
| (c) | There were no transactions in securities since the filing of Amendment No. 6 to the Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit: Exhibit Number Description Exhibit 99.1 Elevating Novavax Presentation | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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