GAITHERSBURG, Md., Dec. 16, 2022 /PRNewswire/ -- Novavax, Inc.
(Nasdaq: NVAX), a biotechnology company dedicated to
developing and commercializing next-generation vaccines for serious
infectious diseases, today announced the pricing of an
underwritten public offering to sell 6,500,000
shares of its common stock at a public offering price of
$10.00 per share, or $65 million worth of shares of its common
stock. In connection with the common stock
offering, Novavax
granted the underwriters a 30-day option
to purchase up to an additional 975,000
shares of its common stock at the public offering price, less
underwriting discounts and commissions. The offering is expected to
close on December 20, 2022, subject
to customary closing conditions.
J.P. Morgan, Jefferies and Cowen are acting as joint
book-running managers and representatives of the underwriters for
the common stock offering. B. Riley Securities and H.C. Wainwright
& Co. are acting as co-lead managers for the common stock
offering.
Concurrently with the pricing of the common stock, Novavax also
announced today the pricing of its previously announced offering of
$150 million aggregate principal
amount of its 5.00% convertible senior notes due 2027 (the "notes")
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 notes offering, Novavax has granted to the
initial purchasers a 30-day option to purchase up to an additional
$25.25 million aggregate principal
amount of the notes. The offering of the notes is expected to close
on December 20, 2022, subject to
customary closing conditions. The common stock offering is not
contingent upon the consummation of the concurrent offering of the
notes, and the concurrent offering of the notes is not contingent
upon the consummation of the common stock offering.
Novavax estimates that the net proceeds from the common stock
offering after deducting underwriting discounts and commissions and
estimated offering expenses payable by Novavax, will be
approximately $60.7 million (or
approximately $69.8 million if the
underwriters in that offering exercise in full their option to
purchase additional shares).
Novavax may use the net proceeds from the common stock offering
and, if consummated, the concurrent offering of the notes, 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 its 3.75%
convertible senior unsecured notes due February 1, 2023, working capital, capital
expenditures, research and development expenditures, clinical trial
expenditures, repayments under its supply agreements, as well as
acquisitions and other strategic purposes.
A registration statement relating to the common stock offering
was filed with the Securities and Exchange Commission ("SEC") on
March 11, 2020, and is effective. The
common stock offering will be made only by means of a prospectus
supplement and the accompanying prospectus. Before investing in the
common stock offering, purchasers should read the prospectus
supplement relating to and describing the terms of such public
offering and the related registration statement and other documents
Novavax has filed with the SEC for more complete information about
Novavax and such public offering. An electronic copy of the
preliminary prospectus supplement and accompanying prospectus
relating to the common stock offering are available on the SEC's
website at www.sec.gov. An electronic copy of the prospectus
supplement and accompanying prospectus
relating to the common stock offering will be
available on the SEC website at www.sec.gov, and may
also be obtained, when available, from: J.P.
Morgan, Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, by
telephone at (866) 803-9204 or by email at
prospectus-eq_fi@jpmchase.com; Jefferies LLC, Attention:
Equity Syndicate Prospectus Department, 520 Madison Avenue,
New York, NY 10022, by telephone
at (877) 821-7388 or by email at
prospectus_department@jefferies.com; or Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, Attn:
Prospectus Department, by telephone at (833) 297-2926, or by email
at PostSaleManualRequests@broadridge.com.
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. Food and Drug Administration, 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, the estimated net proceeds of
the 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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