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NOVAVAX INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

June 9, 2014



Item 1.01. Entry into a Material Definitive Agreement

On June 5, 2014, Novavax, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representative of the several underwriters listed on Schedule 1 thereto (the "Underwriters"), related to a public offering (the "Offering") of 25,000,000 shares of the Company's common stock, $0.01 par value per share, (the "Common Stock") at a price to the public of $4.00 per share pursuant to a registration statement on Form S-3 (File No. 333-193549) and a related prospectus supplement. In addition, the Company granted the Underwriters an option to 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 3,750,000 shares of Common Stock. Subject to customary closing conditions, the Offering is expected to close on June 11, 2014.

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 June 5, 2014 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 June 4, 2014, the Company issued a press release announcing the launch of the Offering. On June 5, 2014, the Company issued a press release announcing the pricing of the Offering A copy 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

(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated June 5, 2014, by and among Novavax, Inc. and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representative of the several underwriters listed on Schedule 1 thereto. 5.1 Opinion of Ropes & Gray LLP. 23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1 above). 99.1 Launch Press Release of Novavax, Inc. dated June 4, 2014. 99.2 Pricing Press Release of Novavax, Inc. dated June 5, 2014.


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Source: Edgar Glimpses


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