NOVAVAX, INC. (NASDAQ:NVAX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

NOVAVAX, INC. (NASDAQ:NVAX) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As reported in the Current Report on Form 8-K dated May 11, 2020, Novavax, Inc. (the “Company”) entered into a restated funding agreement (the “CEPI Funding Agreement”) with the Coalition for Epidemic Preparedness Innovations (“CEPI”), under which CEPI will provide funding of up to $384.5 million to the Company to support the development of NVX-CoV2373, the Company’s coronavirus vaccine candidate against SARS-CoV-2, including up to $145.2 million that may be drawn by the Company, in its sole discretion, in one or more forgivable, no interest tranches, to prepay certain manufacturing activities.

On June 24, 2020, in accordance with the terms of the CEPI Funding Agreement and at the request of the Company, CEPI issued the Company $76.0 million of the $145.2 million. This $76.0 million does not bear interest and is forgivable. The Company is only expected to repay such amount under certain circumstances to the extent the Company sells its vaccine, produced with the funds, to a third party. Furthermore, there are no associated restrictive or financial covenants.

The foregoing description of the Company’s direct financial obligation does not purport to be complete and is qualified in its entirety by reference to the CEPI Funding Agreement, which is incorporated herein by reference and will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, at the Annual Meeting of Stockholders of the Company held on June 25, 2020 (the “Annual Meeting”), the Company’s stockholders approved the proposal to amend and restate the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the “Amended 2015 Stock Plan”) to increase individual and non-employee director stock award limits granted to any person in any calendar year, and to increase the number of shares of the Company’s common stock, par value $0.01 (“Common Stock”), available for issuance thereunder by 7,100,000 shares.

A description of the Amended 2015 Stock Plan was set forth in the Company’s Definitive Proxy Statement on Form 14A filed with the U.S. Securities and Exchange Commission on May 13, 2020 (the “2020 Proxy Statement”) and is incorporated herein by reference. The description of the Amended 2015 Stock Plan is qualified in its entirety by reference to the full text of the Amended 2015 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 25, 2020. Only stockholders of record as of April 29, 2020 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 57,958,587 shares of Common Stock outstanding and entitled to vote at the Annual Meeting of which 39,779,329 shares were represented by proxy, constituting a quorum on all matters voted upon. The final voting results of the Annual Meeting are as follows:

Proposal 1: Stockholders elected the following Class I nominees for director, each to serve a three-year term expiring at the 2023 Annual Meeting of Stockholders:

10.1 Amended and Restated Novavax, Inc. 2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on May 13, 2020 in connection with the Annual Meeting held on June 25, 2020 (File No. 000-26770)).


About NOVAVAX, INC. (NASDAQ:NVAX)

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Novavax, Inc. (Novavax) is a clinical-stage vaccine company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants. The Company operates through developing recombinant vaccines segment. The Company through its recombinant nanoparticle vaccine technology produces vaccine candidates to respond to both known and newly emerging diseases. Its product pipeline focuses on a range of infectious diseases with vaccine candidates in clinical development for respiratory syncytial virus (RSV), seasonal influenza, pandemic influenza and the Ebola virus (EBOV). Its lead adjuvant for human applications, Matrix-M, is in a Phase I/II clinical trial for pandemic influenza H7N9 vaccine candidate. It is also testing Matrix-M in conjunction with its EBOV vaccine candidate in a Phase I clinical trial. It is developing additional pre-clinical stage programs in a range of infectious diseases, including Middle East respiratory syndrome (MERS).

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