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) July 28, 2008
NOVAVAX, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-26770
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22-2816046 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 9920 Belward Campus Drive |
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| Rockville, Maryland
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20850 |
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(240) 268-2000 |
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(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 July 28, 2008, Novavax, Inc. (the “Company”) entered into agreements for the sale of units (the
“Units”), with each Unit consisting of (i) one share of the Company’s common stock, par value $0.01
per share (“Common Stock”) and (ii) a warrant to purchase 0.5 of a share of Common Stock. The sale
of the Units is being made to select current and new institutional investors (the “Investors”) and
to select insiders (the “Insiders”) pursuant to Subscription Agreements, each dated July 28, 2008
(the “Subscription Agreements”). The Investors and the Insiders have agreed to purchase the Units
at a purchase price of $2.68 and $2.8425 per Unit, respectively. In the aggregate, the Company
will issue up to 6,686,650 shares of Common Stock (the “Shares”) and warrants to purchase up to
3,343,325 shares of Common Stock (the “Warrants”) pursuant to the terms of the Subscription
Agreements. The Warrants are exercisable between January 31, 2009 and July 31, 2013 at an exercise
price of $3.62 per share. The Company anticipates raising gross proceeds of $18.0 million in the
offering. The net proceeds to the Company from the sale of the Units, after deducting estimated
offering expenses payable by the Company, are expected to be approximately $17.6 million.
In connection with the offering, the Company also entered into an Investor Rights Agreement with
Abingworth Bioventures V LP and Abingworth Bioequities Master Fund Limited (collectively,
“Abingworth”) dated July 29, 2008 (the “Investor Rights Agreement”). The Investor Rights Agreement
provides that Abingworth has an option to participate in future issuances of Company capital stock
up to 30% of such total issuance. However, if such issuance is pursuant to a fully underwritten
public offering in excess of $35,000,000, Abingworth’s option to participate will be limited to 10%
of the such total issuance, provided that Abingworth will have a right of oversubscription if any
other holder of the Company’s capital stock fails to exercise any participation rights it may have
in connection with such issuance. In addition, Abingworth will have the ability to designate one
member of the board of directors or have one representative on the Company’s board so long as it
holds at least 5% of the then issued and outstanding shares of common stock of the Company.
The Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants
(together, the “Securities”) are being offered and sold pursuant to a prospectus dated December 11,
2006 and a prospectus supplement dated July 29, 2008 (the “Prospectus Supplement”), pursuant to the
Company’s effective shelf registration statement on Form S-3 (Registration No. 333-138893). The
legal opinion of Ballard Spahr Andrews & Ingersoll, LLP relating to the Securities is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
The closing of the sale and issuance of the Units is expected to take place on July 31, 2008,
subject to the satisfaction of customary closing conditions.
The foregoing is a brief description of the material terms of the Warrants, the Subscription
Agreements and the Investor Rights Agreement, does not purport to be a complete description of the
rights and obligations of the parties thereunder and is qualified in its entirety by reference to
the form of Warrant, the form of Subscription Agreement and the form of Investor Rights Agreement,
respectively, that are filed as Exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated by reference herein.
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