Current Report Filing (8-k)
10 November 2020 - 10:35PM
Edgar (US Regulatory)
0001000694
false
0001000694
2020-11-10
2020-11-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 10, 2020
NOVAVAX, INC.
(Exact name of registrant as specified
in charter)
Delaware
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0-26770
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22-2816046
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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21 Firstfield Road
Gaithersburg, Maryland 20878
(Address of Principal Executive Offices,
including Zip Code)
(240) 268-2000
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed
since last report.)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 per share
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NVAX
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The Nasdaq Global Select Market
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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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On November 10,
2020, Novavax, Inc. (the “Company”), filed a prospectus supplement with the Securities and Exchange Commission
which contemplates the sale of up to $500,000,000 of shares of the Company’s common stock (the “Shares”) from
time to time in at-the-market offerings pursuant to an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the
“Sales Agent”), dated as of November 10, 2020 (the “November 2020 Sales Agreement”). Sales pursuant
to the November 2020 Sales Agreement will be made only upon instructions by the Company to the Sales Agent, and the Company
cannot provide any assurances that it will issue any Shares pursuant to the November 2020 Sales Agreement.
A copy of the
November 2020 Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing
description of the material terms of the November 2020 Sales Agreement does not purport to be complete and is qualified in
its entirety by reference to such agreement.
Ropes &
Gray LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the
consent included therein, is attached as Exhibit 5.1 hereto.
Between May 18,
2020 and November 5, 2020, the Company sold 3.4 million shares of its common stock resulting in $238.3 million in net proceeds
at a weighted average sales price of $70.45 per share pursuant to its At Market Issuance Sales Agreement with B. Riley FBR, Inc.,
or (“BRFBR”), dated as of May 18, 2020 (the “May 2020 Sales Agreement”), leaving $8.7 million remaining under
the May 2020 Sales Agreement as of November 5, 2020. The Company and BRFBR terminated the May 2020 Sales Agreement
by mutual agreement on the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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
hereunto duly authorized.
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Novavax, Inc.
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Date: November 10, 2020
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By:
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/s/ John A. Herrmann III
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Name:
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John A. Herrmann III
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Title:
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Executive Vice President, Chief Legal Officer and Corporate Secretary
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