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) January 12, 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
|
|
20850
(Zip Code) |
| (Address of principal executive offices)
|
|
|
| |
|
|
| 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 January 12, 2009, Novavax, Inc. (the “Company”) entered into an At Market Issuance Sales
Agreement (the “Agreement”), with Wm Smith & Co. (“Wm Smith”), under which the Company may sell an
aggregate of $25,000,000 in gross proceeds of the Company’s common stock from time to time through
Wm Smith, as the agent for the offer and sale of the common stock. Wm Smith may sell the common
stock by any method permitted by law, including sales deemed to be an “at the market” offering as
defined in Rule 415 of the Securities Act, including without limitation sales made directly on
NASDAQ Global Market, on any other existing trading market for the common stock or to or through a
market maker. Wm Smith may also sell the common stock in privately negotiated transactions, subject
to the Company’s prior approval. The Company will pay Wm Smith a commission equal to 3% of the
gross proceeds of the sales price of all common stock sold through it as sales agent under the
Agreement.
The Agreement will terminate on the earliest of (1) the sale of all of the common stock subject to
the Agreement, or (2) termination of the Agreement by the Company or Wm Smith. Wm Smith may
terminate the sales agreement at any time in certain circumstances, including the occurrence of a
material adverse change that, in Wm Smith’s reasonable judgment, may impair its ability to sell the
common stock, the Company’s failure to satisfy any condition under of the Agreement or a suspension
or limitation of trading of the Company’s common stock on NASDAQ. The Company and Wm Smith may
each terminate the sales agreement at any time upon 60 days prior notice.
The summary of the terms of the Agreement is qualified in its entirety by the text of the
Agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
| 10.1 |
|
At Market Issuance Sales Agreement, dated January 12, 2009, by and between Novavax, Inc. and
Wm. Smith & Co. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
|
|
|
|
|
| |
|
Novavax, Inc. |
|
|
| |
|
(Registrant) |
|
|
|
|
|
|
|
|
|
January 13, 2009
|
|
By:
|
|
/s/ Len Stigliano |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Len Stigliano |
|
|
|
|
Title:
|
|
Vice President, Chief Executive Officer
and
Treasurer |
|
|