GAITHERSBURG, Md., Dec. 15, 2022 /PRNewswire/ -- Novavax, Inc.
(Nasdaq: NVAX), a biotechnology company dedicated to developing and
commercializing next-generation vaccines for serious infectious
diseases, today announced a proposed offering of $125 million aggregate principal amount of
convertible senior notes due 2027 (the "notes"). The notes will be
offered and sold only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. In connection with the offering
of the notes, Novavax expects to grant to the initial purchasers a
30-day option to purchase up to an additional $18.75 million aggregate principal amount of the
notes.
The notes will represent senior unsecured obligations of Novavax
and will accrue interest payable semi-annually in arrears and will
mature on December 15, 2027, unless
earlier converted, redeemed or repurchased. Novavax will settle
conversions by paying or delivering, as applicable, cash, shares of
its common stock, par value $0.01 per
share ("common stock"), or a combination of cash and shares of its
common stock, at Novavax' election. The notes will be redeemable,
in whole or in part (subject to certain limitations), for cash at
Novavax' option at any time, and from time to time, on or after
December 22, 2025, if the last
reported sale price of common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive), during any 30 consecutive trading day
period (including the last trading day of such period) ending on
and including the trading day immediately preceding the date on
which Novavax provides notice of redemption at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus any accrued and unpaid interest to, but excluding, the
redemption date. The interest rate, initial conversion rate and
other terms of the notes will be determined at the pricing of the
offering.
J.P. Morgan, Jefferies and Cowen are acting as joint
book-running managers and representatives of the initial purchasers
for the offering of the notes. J. Wood Capital Advisors served as
financial advisor to the Company in relation to the offering of the
notes.
Concurrently with the offering of notes, Novavax also announced
a proposed underwritten public offering to sell
up to $125 million of
its common stock. In connection with the common
stock offering, Novavax expects
to grant to the underwriters a 30-day option
to purchase up to an additional $18.75
million of its common stock at the public offering price,
less underwriting discounts and commissions. The offering of the
notes is not contingent upon the consummation of the concurrent
common stock offering, and the concurrent common stock offering is
not contingent upon the consummation of the offering of the
notes.
Novavax may use the net proceeds from the offering of the notes
and, if consummated, the concurrent common stock offering, for
general corporate purposes, including but not limited to the
continued global commercial launch of Nuvaxovid, repayment or
repurchase of a portion of the $325
million in outstanding principal amount of our 3.75%
convertible senior unsecured notes due February 1, 2023, working capital, capital
expenditures, research and development expenditures, clinical trial
expenditures, repayments under our supply agreements, as well as
acquisitions and other strategic purposes.
The offer and sale of the notes are not being registered under
the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws. The notes may not be offered or sold in
the U.S. except pursuant to an exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
The notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the notes and any shares of
common stock issuable upon conversion of the notes have not been,
and will not be, registered under the Securities Act or any other
securities laws, and the notes and any such shares cannot be
offered or sold absent registration or except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any other
applicable securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities being offered, nor
shall there be any sale of the securities being offered in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About Novavax
Novavax, Inc. (Nasdaq: NVAX) is a biotechnology company that
promotes improved health globally through the discovery,
development, and commercialization of innovative vaccines to
prevent serious infectious diseases. The company's proprietary
recombinant technology platform harnesses the power and speed of
genetic engineering to efficiently produce highly immunogenic
nanoparticles designed to address urgent global health needs. The
Novavax COVID-19 vaccine, has received authorization from multiple
regulatory authorities globally, including the U.S. FDA, the
European Commission, and the World Health Organization. The vaccine
is currently under review by multiple regulatory agencies
worldwide, including for additional indications and populations
such as adolescents and as a booster. In addition to its COVID-19
vaccine, Novavax is also currently evaluating its
COVID-19-Influenza Combination (CIC) vaccine candidate in a Phase
1/2 clinical trial, its quadrivalent influenza investigational
vaccine candidate, and an Omicron strain-based vaccine
(NVX-CoV2515) as well as a bivalent format Omicron-based / original
strain-based vaccine. These vaccine candidates incorporate Novavax'
proprietary saponin-based Matrix-M adjuvant to enhance the immune
response and stimulate high levels of neutralizing antibodies.
Forward-Looking Statements
This press release contains forward-looking statements.
Investors are cautioned not to place undue reliance on these
forward-looking statements, including, but not limited to,
statements regarding the ability of Novavax to successfully
complete the offerings, timing and terms of the proposed offerings,
the estimated net proceeds of the proposed offerings and Novavax'
anticipated use of proceeds. Novavax cautions that these
forward-looking statements are subject to numerous risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements.
Applicable risks and uncertainties include, but are not limited to,
those related to whether or not Novavax will be able to consummate
the potential offerings on the timelines or with the terms
anticipated, if at all, and the possible adverse impact on the
market price of the shares of its common stock. In addition,
Novavax' management retains broad discretion with respect to the
allocation of the net proceeds of the offerings. Applicable risks
also include those that are listed under the heading "Risk Factors"
and elsewhere in Novavax' Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 and
Novavax' Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2022, in addition to the
risk factors that are included from time to time in Novavax'
subsequent SEC filings. The forward-looking statements in this
press release speak only as of the date of this document, and
Novavax undertakes no obligation to update or revise any of the
statements. Novavax' business is subject to substantial risks and
uncertainties, including those referenced above. Investors,
potential investors, and others should give careful consideration
to these risks and uncertainties. All forward‐looking statements
are qualified in their entirety by this cautionary statement.
Contacts:
Investors
Erika Schultz | 240-268-2022
ir@novavax.com
Media
Ali Chartan or Giovanna Chandler | 202-709-5563
media@novavax.com
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