GAITHERSBURG, Md., Dec. 28,
2022 /PRNewswire/ -- On December 20, 2022, Novavax, Inc. (Nasdaq:
NVAX), a biotechnology company (the "Company" or "Novavax")
dedicated to developing and commercializing next-generation
vaccines for serious infectious diseases, completed the closing of
its previously announced offering of $150
million aggregate amount of 5.00% Senior Convertible Notes
due 2027 (the "Notes"), and on December 23,
2022, the Company completed the closing of the initial
purchasers' option to purchase up to an additional $25.25 million aggregate principal amount of the
Notes, which was exercised in full. On December 20, 2022, the Company also completed the
closing of its previously announced underwritten public offering of
7,475,000 shares of its common stock, including the exercise in
full of the underwriters' option to purchase up to an additional
975,000 shares of its common stock (the "Common Stock Offering")
resulting in total gross proceeds of $74.75
million. Total combined gross proceeds to the Company from
both the offering of Notes and the Common Stock Offering was
$250 million.
The Notes were 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 (the "Securities
Act"). J.P. Morgan, Jefferies and Cowen acted 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.
The Notes bear cash interest at a rate of 5.00%, payable on
June 15 and December 15 of each year, beginning on
June 15, 2023. 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 Novavax' 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 Notes are convertible at an initial
conversion rate of 80.0000 shares of the Company's common stock per
$1,000 principal amount of Notes,
which is equivalent to an initial conversion price of $12.50 per share of Novavax' common stock,
representing a 25% conversion premium of the public offering price
in the Company's concurrent common stock offering that closed on
December 20, 2022. The Company will
settle conversions by paying or delivering, as applicable, cash,
shares of common stock, or a combination of cash and shares of
common stock, at the Company's election.
Novavax estimates that the net proceeds from the offering of the
Notes are approximately $166.3
million, after deducting the initial purchasers' discounts
and commissions and estimated offering expenses.
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.
For the Common Stock Offering, shares were issued at
$10.00 per share, resulting in total
gross proceeds from the Common Stock Offering of $74.75 million before deducting the underwriters'
discount and offering expenses. J.P. Morgan, Jefferies and Cowen
acted as joint book-running managers and representatives of the
underwriters for the Common Stock Offering. B. Riley Securities and
H.C. Wainwright & Co. acted as co-lead managers for the Common
Stock Offering.
Novavax estimates that the net proceeds from the Common Stock
Offering are approximately $69.8
million, after deducting the underwriters' discounts and
commissions and estimated offering expenses.
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 was made by means of a prospectus supplement
and the accompanying prospectus. 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, and may also be obtained
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.
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, the
estimated net proceeds of the offerings. 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 the possible adverse impact of the offerings on the
market price of the shares of its common stock due to the dilutive
effect of the securities sold in the offerings; Novavax' planned
use of the proceeds from the offerings; capital market risks; and
Novavax' ability to raise additional capital when needed. 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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SOURCE Novavax, Inc.