A person poses with a dose of Novavax Nuvaxovid COVID-19 vaccine in this illustration picture taken in Schwenksville, Pennsylvania, U.S. October 2, 2025. REUTERS/Hannah Beier/Illustration

By Sneha S K and Sriparna Roy

(Reuters) -Shah Capital, Novavax's second-largest shareholder, is pressing the biotech's board to pursue strategic changes, including a potential sale, and warned it could launch a proxy fight if no progress is made in the next four months.

In a second letter to Novavax's board in less than a month, shared exclusively with Reuters on Wednesday, Shah Capital said it has become "increasingly disenchanted" with the company's weak COVID-19 vaccine sales.

"If I don't see changes happening, and if the company doesn't follow through in the next four months, then I think that is definitely a potential for a proxy fight," hedge fund founder Himanshu Shah said in an interview.

The fund said it still believes in Novavax's science and has increased its stake to about 8.3%, up from 7.2% in October.

However, it said it remains "at a complete loss" over the disappointing sales of Novavax's protein-based COVID-19 vaccine and is frustrated by its negligible market share.

Novavax did not immediately respond to a Reuters request for comment.

DISCONNECT BETWEEN POTENTIAL AND EXECUTION

This marks another push from the activist investor for change after it withdrew a campaign against three board directors last year, following Novavax's licensing deal with Sanofi.

"It is reasonable to question whether Novavax and its partner are exhibiting a profound lack of competence or intentionally underperforming," the letter said.

Novavax's vaccine sold about 120,000 doses as of October 31, during the 2025-26 season that started in August, versus 14.5 million doses sold in the same period by two competitors, leaving Novavax's market share at about 0.8%, the letter said.

"Despite strong underlying science and evident market need, the disconnect between potential and execution is striking," the hedge fund said in its letter.

Earlier this month, Novavax pushed back its profitability target by a year to 2028.

Novavax has a high cost base, needs to be operationally profitable next year and should run more comprehensive trials, Shah said.

Shah values the company at $5 billion to $10 billion. Novavax's market capitalization is about $1.21 billion, according to LSEG data.

The fund urged the board to immediately form a committee to evaluate a sale and hire a qualified investment bank.

Shah has previously named Sanofi, Merck, GSK and AstraZeneca as potential buyers, but said he has not contacted them.

(Reporting by Sneha S K and Sriparna Roy in Bengaluru; Editing by Tasim Zahid)