Novavax (NVAX) SC 13G NOVAVAX / SK Bioscience ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

NOVAVAX, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

670002401

(CUSIP Number)

August 8, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* 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 in 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).

CUSIP No. 670002401

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   SK bioscience Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Korea

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   6,500,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   6,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.4%1
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

¹  The percentages reported in this Schedule 13G are calculated based on 100,904,185 shares of Common Stock consisting of (i) 94,404,185 shares of Common Stock outstanding as of July 31, 2023 as set forth in the Issuer’s Form 10-Q as filed with the Securities and Exchange Commission on August 8, 2023 and (ii) 6,500,000 shares of Common Stock issued to SK bioscience Co., Ltd. pursuant to a security subscription agreement dated August 8, 2023.

CUSIP No. 670002401

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   SK chemicals Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Korea

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   6,500,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   6,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

CUSIP No. 670002401

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   SK discovery Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Republic of Korea

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   6,500,000
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   6,500,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   6.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO (Limited Liability Company)

Item 1(a). Name of Issuer:

Novavax, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

21 Firstfield Road, Gaithersburg, MD 20878

Item 2(a). Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

SK bioscience Co., Ltd. (“SK bioscience”)

SK chemicals Co., Ltd. (“SK chemicals”)

SK discovery Co., Ltd. (“SK discovery”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

310 Pangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do 13494, Republic of Korea.

Item 2(c). Citizenship:

Each of the Reporting Persons is a company incorporated in the Republic of Korea.

Item 2(d). Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”)

Item 2(e). CUSIP Number:

670002401

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
(j)	☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)	☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.

(a) Amount beneficially owned:

6,500,000

(b) Percent of Class:

6.4%

(c) Numbers of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 6,500,000

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 6,500,000

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Attached Appendix A

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

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

Date: August 18, 2023

SK bioscience Co., Ltd.
By:	/s/ Jae-Yong Ahn
	Name: Jae-Yong Ahn
	Title: Chief Executive Officer

SK chemicals Co., Ltd.
By:	/s/ Jae-Hyun Ahn
	Name: Jae-Hyun Ahn
	Title: Chief Executive Officer

SK discovery Co., Ltd.
By:	/s/ Kwang-Hyun Jeon
	Name: Kwang-Hyun Jeon
	Title: Chief Executive Officer

Appendix A

Members of the Group

1. SK bioscience Co., Ltd.

2. SK chemicals Co., Ltd.

3. SK discovery Co., Ltd.

EXHIBIT 1

AGREEMENT

This Joint Filing Agreement, dated as of August 18, 2023, is by and among SK bioscience Co., Ltd., SK chemicals Co., Ltd., and SK discovery Co., Ltd. (the foregoing are collectively referred to herein as the “Filers”).

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to Common Stock, par value $0.01 per share of Novavax, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

SK bioscience Co., Ltd.

By:	/s/ Jae-Yong Ahn
	Name: Jae-Yong Ahn
	Title: Chief Executive Officer
SK chemicals Co., Ltd.
By:	/s/ Jae-Hyun Ahn
	Name: Jae-Hyun Ahn
	Title: Chief Executive Officer
SK discovery Co., Ltd.
By:	/s/ Kwang-Hyun Jeon
	Name: Kwang-Hyun Jeon
	Title: Chief Executive Officer