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,
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
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
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.