Support Shah Capitals' November letter to Novavax Board

Recent signers:
河本 健一郎 and 19 others have signed recently.

The Issue

As a current Novavax shareholder, I am appalled at the consistent failure of the Novavax Board of Directors to uphold their fiduciary duty to act in the best interest of shareholders. Over the past three years, the board's actions have demonstrated a blatant disregard for this fundamental obligation, sagging under the weight of poor decision-making and misaligned priorities.

In light of this, I fully support Shah Capital's November letter to the Novavax Board of Directors, which raises critical issues that need immediate attention. Shah Capital rightly highlights the board's failures and demands accountability. The Board of Directors needs to take action immediately on the following items.

1. **High Cost Structure:**  For the past three years the CFO/CEO have failed to generate meaningful revenues (effectively no sales) to even pay for the cost of R&D SG&A.  The Board of Directors should take immediate action in reducing SG&A and R&D costs to no more than $250 million for 2026.  Expenditures that substantially exceed projected revenues are unsustainable!  


2. **Board of Directors Fiduciary Duty** The Board of Directors should immediately establish a committee which is to include a qualified investment banker to begin the exploration of the sale of Novavax.  

3. **Removal of CFO** From November 2022 to November of 2025 the share count has increased 112% to over 162.5 million shares.  The unnecessary Cbond refi of August 2025 increased the potential further dilution of shareholders by over 50%.  This transaction did result in receiving $47.6 million in proceeds but at a cost of $29 million in transaction costs.  On the Q3 25' earnings call CFO's misleading statement on how the refi was non dilutive is unfathomable.  The CEO and CFO's track records speak loudly for themselves.  If Novavax stays on its current trajectory the company will need to issue over 34 million shares to fulfill its bond obligation.  This clear lack of integrity and capital market understanding should result in the removal of the CFO.

Shah Capital has proposed actionable solutions.  For the past three years the Board of Directors has failed in there duty to put forth a sustainable strategy to create value for shareholders.  Instead the Board of Directors have allowed management to make decisions that have been detrimental to the company and shareholders.  There continued dilution via ATM and Corporate bond refinance show a clear lack of capital market experience.  The almost non-existant sales of vaccines is a clear lack of vaccine commercialization experience.  Finally,  this strategy the board has approved has resulted in a -41% decline in stock price from 1/23/23 - 11/13/25.

    It is crucial for shareholders to unite and urge Novavax's Board of Directors to heed Shah Capital's recommendations.  By signing this petition, you are joining to demand accountability. This is a pivotal moment for Novavax, and together, we can help steer the company toward the only viable option a sale of the company. Please support this vital cause and sign the petition today!

avatar of the starter
J BassPetition Starter

139

Recent signers:
河本 健一郎 and 19 others have signed recently.

The Issue

As a current Novavax shareholder, I am appalled at the consistent failure of the Novavax Board of Directors to uphold their fiduciary duty to act in the best interest of shareholders. Over the past three years, the board's actions have demonstrated a blatant disregard for this fundamental obligation, sagging under the weight of poor decision-making and misaligned priorities.

In light of this, I fully support Shah Capital's November letter to the Novavax Board of Directors, which raises critical issues that need immediate attention. Shah Capital rightly highlights the board's failures and demands accountability. The Board of Directors needs to take action immediately on the following items.

1. **High Cost Structure:**  For the past three years the CFO/CEO have failed to generate meaningful revenues (effectively no sales) to even pay for the cost of R&D SG&A.  The Board of Directors should take immediate action in reducing SG&A and R&D costs to no more than $250 million for 2026.  Expenditures that substantially exceed projected revenues are unsustainable!  


2. **Board of Directors Fiduciary Duty** The Board of Directors should immediately establish a committee which is to include a qualified investment banker to begin the exploration of the sale of Novavax.  

3. **Removal of CFO** From November 2022 to November of 2025 the share count has increased 112% to over 162.5 million shares.  The unnecessary Cbond refi of August 2025 increased the potential further dilution of shareholders by over 50%.  This transaction did result in receiving $47.6 million in proceeds but at a cost of $29 million in transaction costs.  On the Q3 25' earnings call CFO's misleading statement on how the refi was non dilutive is unfathomable.  The CEO and CFO's track records speak loudly for themselves.  If Novavax stays on its current trajectory the company will need to issue over 34 million shares to fulfill its bond obligation.  This clear lack of integrity and capital market understanding should result in the removal of the CFO.

Shah Capital has proposed actionable solutions.  For the past three years the Board of Directors has failed in there duty to put forth a sustainable strategy to create value for shareholders.  Instead the Board of Directors have allowed management to make decisions that have been detrimental to the company and shareholders.  There continued dilution via ATM and Corporate bond refinance show a clear lack of capital market experience.  The almost non-existant sales of vaccines is a clear lack of vaccine commercialization experience.  Finally,  this strategy the board has approved has resulted in a -41% decline in stock price from 1/23/23 - 11/13/25.

    It is crucial for shareholders to unite and urge Novavax's Board of Directors to heed Shah Capital's recommendations.  By signing this petition, you are joining to demand accountability. This is a pivotal moment for Novavax, and together, we can help steer the company toward the only viable option a sale of the company. Please support this vital cause and sign the petition today!

avatar of the starter
J BassPetition Starter

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