SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

NOVAVAX, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

670002401

(CUSIP Number)

Shah Capital Management, Inc.

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)

April 10, 2024

(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 which 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: [X]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*       The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

(Continued on following pages)

CUSIP NO. 670002401 13D Page 2 of 15 Pages

1	NAMES OF REPORTING PERSONS Shah Capital Management
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [    ] (b) [    ]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (Other)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of North Carolina, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER N/A
		8	SHARED VOTING POWER 9,326,176 shares
		9	SOLE DISPOSITIVE POWER N/A
		10	SHARED DISPOSITIVE POWER 9,326,176 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,326,176 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [    ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.66% of the outstanding shares
12	TYPE OF REPORTING PERSON IA (Investment Adviser)

CUSIP NO. 670002401 13D Page 3 of 15 Pages

1	NAMES OF REPORTING PERSONS Shah Capital Opportunity Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [    ] (b) [    ]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (Other)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware, United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER N/A
		8	SHARED VOTING POWER 8,700,000 shares
		9	SOLE DISPOSITIVE POWER N/A
		10	SHARED DISPOSITIVE POWER 8,700,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,700,000 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.21% of the outstanding shares
12	TYPE OF REPORTING PERSON PN (Partnership) [    ]

CUSIP NO. 670002401 13D Page 4 of 15 Pages

1	NAMES OF REPORTING PERSONS Himanshu H. Shah
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [    ] (b) [    ]
3	SEC USE ONLY
4	SOURCE OF FUNDS PF (Personal Funds)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 57,159 shares
		8	SHARED VOTING POWER 9,326,176 shares
		9	SOLE DISPOSITIVE POWER 57,159 shares
		10	SHARED DISPOSITIVE POWER 9,326,176 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,383,335 shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.70% of the outstanding shares
12	TYPE OF REPORTING PERSON IN (Individual) [    ]

CUSIP NO. 670002401 13D Page 5 of 15 Pages

Item 1. Security and Issuer.

(a) Name of Issuer:

NOVAVAX, INC.

(b) Address of Issuer's Principal Executive Offices

700 Quince Orchard Road

Gaithersburg, Maryland 20878

Item 2. Identity and Background.

(a) Name.

This Statement is filed by:

(i) Shah Capital Management, Inc. ("Shah Capital"), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below);

(ii) Shah Capital Opportunity Fund LP ("Shah Opportunity"), a Delaware limited partnership; and

(iii) Himanshu H. Shah, who serves as President and Chief Investment Officer of Shah Capital.

Shah Capital, Shah Opportunity and Mr. Shah are referred to collectively as the "Reporting Persons."

(b) Residence of Business Address

The address of the principal business and principal office of each of the Reporting Persons is 2301 Sugar Bush Road, Suite 510, Raleigh, North Carolina 27612.

(c) Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or Other Organization in Which Such Employment Is Conducted

The principal business of each of Shah Capital and Shah Opportunity is investing in securities.

The principal occupation of Mr. Shah is serving as the President and Chief Investment Officer of Shah Capital.

(d) Criminal Convictions

During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Civil Proceedings

During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is

CUSIP NO. 670002401 13D Page 6 of 15 Pages

subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship

Shah Capital is a North Carolina corporation.

Shah Opportunity is a Delaware limited partnership.

Mr. Shah is a citizen of the United State of America.

Item 3. Source and Amount of Funds or Other Consideration.

Except for 57,159 shares owned directly by Mr. Shah, which were purchased using his personal funds, all of the shares to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. All shares were purchased in various transactions and for various amounts of consideration through open market purchases.

Item 4. Purpose of Transaction

The Reporting Persons purchased the shares for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.

The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. In pursuing investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the shares at times, and in such manner, as they deem advisable to benefit from, among other things: (1) changes in the market prices of the shares; (2) changes in the Issuer's operations, business strategy or prospects; or (3) from the sale, merger, or other proposed corporation transaction pursued or closed with respect to the Issuer or a third party. To evaluate such alternatives, the Reporting Persons will monitor the Issuer's operations, business, management, capital structure, financials, and prospects; competitive and strategic matters related to the Issuer's business, competitors' businesses, and the industry generally; corporate transactions and potential corporate transactions involving the Issuer; and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons has discussed, engaged with and may continue to discuss such matters with the Issuer's management or the Board of Directors, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons: (1) modifying their ownership of the shares, including, without limitation, the purchase or sale of shares in the open market or through privately negotiated transactions of otherwise; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer's operations, governance or capitalization; or (4) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of §240.13d-101. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

CUSIP NO. 670002401 13D Page 7 of 15 Pages

Item 5. Interest in Securities of the Issuer.

Item 5 (a) and (b)

			Shah Capital Management	Shah Capital Opportunity Fund LP	Himanshu H. Shah
(a)	Amount Beneficially Owned:		9,326,176	8,700,000	9,383,335
(b)	Percent of Class:*		6.66%	6.21%	6.70%
(c)	Number of Shares to Which Reporting Person Has:
	(i)	Sole Voting Power:	N/A	N/A	57,159
	(ii)	Shared Voting Power:	9,326,176	8,700,000	9,326,176
	(iii)	Sole Dispositive Power:	N/A	N/A	57,159
	(iv)	Shared Dispositive Power:	9,326,176	8,700,000	9,326,176

The percentage in this paragraph relating to beneficial ownership of shares is based on 140,000,000 shares outstanding as of February 29, 2024.

(c) Except as disclosed below, none of the Reporting Persons have effected any transactions in the shares of Common Stock in the 60 days prior to the date of this Statement.

1,550,000 shares bought at total cost of $7,075,378 (inclusive of commission)

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of no par value covered by this Statement.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

CUSIP NO. 670002401 13D Page 8 of 15 Pages

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits:

Exhibit Number	Description
Exhibit 99.1	Joint Filing Agreement, dated April 15, 2024, by and among Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, and Himanshu H. Shah.
Exhibit 99.2	BOD Letter

Signature

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: April 15, 2024
SHAH CAPITAL MANAGEMENT, INC.
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Title:	President and Chief Investment Officer
Date:	April 15, 2024
SHAH CAPITAL OPPORTUNITY FUND LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Title:	Managing Member
Date:	April 15, 2024
/s/ Himanshu H. Shah
Himanshu H. Shah

EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to shares of Novavax, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of April 15, 2024.

Date: April 15, 2024
SHAH CAPITAL MANAGEMENT, INC.
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Title:	President and Chief Investment Officer
Date:	April 15, 2024
SHAH CAPITAL OPPORTUNITY FUND LP
By:	/s/ Himanshu H. Shah
Name:	Himanshu H. Shah
Title:	Managing Member
Date:	April 15, 2024
/s/ Himanshu H. Shah
Himanshu H. Shah

EX-99.2

 

Himanshu H. Shah

Managing Partner and Chief Investment Officer

SHAH CAPITAL OPPORTUNITY FUND LP

April 15, 2024

Board of Directors of Novavax Inc.

21 Firstfield Rd.

Gaithersburg, MD 20878 Dear Directors,

· Shah Capital owns ~6.7% of Novavax and is writing to you as the share price is close to an all- time low with ~32% being shorted - one of the highest shorted equities on Nasdaq reflecting the board and management’s failure to capitalize on Novavax’s many significant competitive advantages and massive TAM opportunities.

· This underperformance is self-inflicted and is the result of reactive leadership and outdated and old-fashioned marketing and, therefore, we are calling for an urgent shake up of the board.

Time for New Leadership

We have been patiently engaging with you since March of 2023 as a long-term strategic investor with interests that align with other shareholders, in seeking to build a successful and sustainable company. We have made multiple pragmatic suggestions which would improve the management of the company, significantly increasing shareholder value. However, you have failed to act, and thus have forced us into making our concerns and call for new leadership public.

We believe Novavax urgently needs:

· At least two new independent board members with pragmatic knowhow and outstanding technology experience. We suggest Suresh Katta, who successfully founded and served as Saama’s CEO for 25 years, leveraging AI to reshape businesses especially pharmaceuticals, and Venkat Peri, CEO of Quantiva Health, a healthcare company that is putting AI and advanced computational sciences at the intersection of medicine, biology, and healthcare economics.

· A more innovative and dynamic sales and marketing strategy targeting key Covid segments. For example, direct to patients: age 60+, southern states, patients that do not want mRNA, better economics for pharmacies.

· Effective regulatory stakeholder management (FDA).

2301 Sugar Bush Rd | Suite 510 | Raleigh, NC 27612 | 919-719-6360 | shahcapital.com

2

· Turning Matrix-M adjuvant franchise’s inactive pipeline candidates like Flu, RSV, H5N1 into active through outside capital infusion.

· Efficient and effective spend across to be operationally profitable in 2024 and beyond.

· Swift disposal of Czech plant and No ATM Share Issuance.

Matrix-M adjuvant vaccine franchise has an extremely bright future. There is compelling data from the Center for Disease Control (CDC) that Nuvaxovid is a more effective early season vaccine than mRNA peers. This creates a huge advantage for an untapped market (~100million US citizens) who are averse to taking an mRNA vaccine. In addition, the environment should be favourable given Novavax’s financial settlement with Gavi and the recent CDC Spring booster recommendation. Despite all this, the board and management continue to pursue traditional and outdated marketing as well as a highly dilutive capital markets strategy. Examples of mismanagement are:

Colossal Marketing Failure

We cannot comprehend why Novavax only had ~$25M net commercial US sales in the 23/24 season after spending ~$300 million on sales and marketing, especially when 30% of the U.S. population is averse to taking an mRNA Covid vaccine - that’s ~100 million people, of these ~57 million are over the age of 65, and ~17 million are higher risk unprotected citizens. Also, majority of the US population has yet to receive boosters. Moreover, we cannot understand why Novavax has not capitalised on 7+ peer-reviewed published scientific papers on mRNA’s negative side effects including increased incidence of myocarditis, low platelets, deep Vein Thrombosis, excess mortalities related to all cancers, neurological disorders of varying severity, and post-menopausal bleeding. There are also well documented findings of DNA contamination within some mRNA vaccines which may very well be contributing to some of these adverse side-effects. While there continues to be an elevated level of debate as to the root cause of these adverse mRNA reactions, a sizeable portion of our population has become afraid and is unfortunately making the decision to forego receiving a Covid vaccine. We see Novavax with its tried-and-true protein technology that has been in existence for decades as being instrumental in filling this huge void. Novavax is far too important to society to be sitting on the sidelines and missing yet another Fall vaccination season due to marketing missteps, blunders, and inability to coherently highlight the significant value they can provide to the public including reducing healthcare/insurance costs and increasing workforce productivity.

Questionable Regulatory Management

FDA relied on Novavax for ‘23/24 Covid strain selection so Shah Capital can’t fathom why Nuvaxovid did not get BLA and also late approval in ’23 fall as it is the only non-mRNA alternative in reaching above referenced cohorts, which would help slow the spread of Covid- 19, keep people out of hospitals and lower the healthcare cost burden on a mostly Government-funded system, $5-10K average hospital stay cost versus $100 vaccine. Is Novavax not providing FDA all the requisite study data and information on timely basis?

2301 Sugar Bush Rd | Suite 510 | Raleigh, NC 27612 | 919-719-6360 | shahcapital.com

3

No Partnership Strategy and Massive Shareholder Dilution

Despite recent hype that the world is moving on from Covid, it is going to be with us for a very long time and a durable, effective, and safe vaccine will be important for large portions of the population for many years to come. Given the positive efficacy and safety data, and the sheer size of Nuvaxovid’s massive TAM opportunity, we are again surprised that leadership/advisors have failed to generate interest from global peers either for active pipeline candidate Covid/Flu combo or inactive pipeline candidates like Flu, RSV and H5N1.

Both capital and synergies from the right partnership could significantly reduce/eliminate business and “Going Concern” risk while enhancing speed to market. So, it is astounding that leadership opted to further dilute shareholders in Q4 ’23 even after FDA approval instead of securing a valuable long- term strategic partnership like Moderna did for its Flu program, recently announced. Another vaccine deal in Q4 ‘23: Astra Zeneca paid over $1.3 billion to buy Phase 2 RSV asset.

Operating Losses Forever!

Novavax has never made operating profit, and the analyst consensus is that the annual operating losses will continue through 2026. The funding of these losses has been (60% dilution for only ~$350 million in 2023), and will be, extremely dilutive, which explains 32% short interest at close to all time low share price.

No Clear Understanding of Technology and AI to be Effective and Efficient

Life-sciences firms including mRNA competitors of Novavax are moving aggressively towards tapping into AI and Quantitative Pharmacology to find newer candidates quickly and effectively, while NVAX leadership remains clueless on what the true potential of AI is and how to leverage it in accelerating their existing development efficiently and find new vaccines and tapping into their vast proprietary datasets to accelerate their market development. The fact that there is no representation in the leadership for Data, Analytics and AI summarizes their unwillingness to go beyond the status quo.

TIME for CHANGE

Shah Capital has not thrown good money after bad as Matrix-M adjuvant vaccine franchise is worth billions of dollars. Much of Novavax’s current situation has been self-inflicted and is the result of an outdated and timid leadership style which lacks marketing, capital-markets, and technological savvy, resulting in extremely poor results for its shareholders. Competitor Moderna’s current market capitalization is ~10X their 2024 sales while Novavax’s is not even trading at 1X expected 2024 sales. This low valuation has been mainly due to lack of confidence in future commercial sales success and massive dilutive share issuance at a low price sending a “desperation” message scaring off would-be investors and potential partners.

An aggressive and innovative management/board approach is critical to effectively market Nuvaxovid and to work successfully with FDA on getting equal or better treatment for upcoming covid season, given proven effective vaccine with the least side effects.

2301 Sugar Bush Rd | Suite 510 | Raleigh, NC 27612 | 919-719-6360 | shahcapital.com

4

The two new independent board candidates which Shah Capital has recommended should be nominated immediately for their wealth of relevant knowledge, experience and a proven track record providing Novavax with the innovative, proactive, and pragmatic mindset that the investment community needs to see urgently.

Sincerely,

Himanshu H. Shah

2301 Sugar Bush Rd | Suite 510 | Raleigh, NC 27612 | 919-719-6360 | shahcapital.com