NOVAVAX, INC. (NASDAQ:NVAX) Files An 8-K Entry into a Material Definitive Agreement

NOVAVAX, INC. (NASDAQ:NVAX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On April 11, 2018, Novavax, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Piper Jaffray & Co. as representatives of the several underwriters listed on Schedule 1 thereto (the “Underwriters”), related to a public offering (the “Offering”) of 30,303,050 shares of the Company’s common stock, $0.01 par value per share, (the “Common Stock”) at a price to the public of $1.65 per share to a registration statement on Form S-3 (File No.333-222365) and a related prospectus supplement. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 4,545,457 shares of Common Stock, which was exercised in full by the Underwriters on April 12, 2018. Subject to customary closing conditions, the Offering is expected to close on April 16, 2018.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

An opinion dated April 13, 2018 regarding the legality of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 8.01. Other Events.

On April 11, 2018, the Company issued a press release announcing the launch of the Offering. On April 11, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of the Company’s press releases are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

EX-1.1 2 tv491021_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   Execution Version   30,…
To view the full exhibit click here


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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