UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 2009
NOVAVAX, INC.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of incorporation or
organization)
|
|
0-26770
(Commission File Number)
|
|
22-2816046
(I.R.S. Employer Identification No.) |
| |
|
|
9920 Belward Campus Drive
Rockville, Maryland
(Address of principal executive offices)
|
|
20850
(Zip Code) |
Registrant’s
telephone number, including area code: (240) 268-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 20, 2009, Novavax, Inc. (the “Company”) entered into a purchase agreement (the
“Purchase Agreement”) with Piper Jaffray & Co. and Lazard Capital Markets LLC (together, the“Underwriters”), relating to a public offering by the Company (the “Offering”) of 6,800,000
shares of the Company’s common stock, par value $0.01 per share (the “Firm Shares”). The
Firm Shares are being sold to the public at a price of $3.30 per share, and the Underwriters have
agreed to purchase the Firm Shares from the Company pursuant to the Purchase Agreement at a price
of $3.102 per share. The approximately $21 million of net
Offering proceeds, after deducting the underwriting
discounts and commissions and estimated offering expenses, will be used for used for preclinical
studies and clinical trials of the Company’s VLP-based vaccines, internal research and development
programs, working capital, capital expenditures and other general corporate purposes. The Offering
is expected to close on or about November 25, 2009, subject to the satisfaction of customary closing conditions. The
Company has granted the Underwriters an option to purchase an
additional 1,020,000 shares of common stock
at any time on or prior to December 8, 2009 to cover over-allotments, if
any (together with the Firm Shares, the “Shares”).
The Offering is being made pursuant to a prospectus supplement dated November 20, 2009 and an
accompanying base prospectus dated December 11, 2006, pursuant to the Company’s existing effective
shelf registration statement on Form S-3 (File No. 333-138893), as amended, which was filed with the
Securities and Exchange Commission (the “Commission”) on November 22, 2006 and declared
effective by the Commission on December 11, 2006.
The Purchase Agreement contains customary representations, warranties, and agreements by the
Company, and customary conditions to closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties, and termination provisions.
The Purchase Agreement has been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the Purchase Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties
to such agreement, and may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures exchanged between the parties in connection
with the execution of the Purchase Agreement.
A copy of the opinion of Ballard Spahr LLP relating to the legality of the issuance and sale of the
Shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the Purchase Agreement is filed
as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the
Offering by the Company and the documentation related thereto does not purport to be complete and
is qualified in its entirety by reference to such exhibits.
Item 8.01. Other Events.
On November 20, 2009, the Company issued a press release announcing that it had priced the public
offering described in Item 1.01 of this Current Report on Form 8-K. The Company’s press release is
filed as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
2