UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On November 10, 2020, Novavax, Inc. (the “Company”), filed a prospectus supplement with the Securities and Exchange Commission which contemplates the sale of up to $500,000,000 of shares of the Company’s common stock (the “Shares”) from time to time in at-the-market offerings pursuant to an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the “Sales Agent”), dated as of November 10, 2020 (the “November 2020 Sales Agreement”). Sales pursuant to the November 2020 Sales Agreement will be made only upon instructions by the Company to the Sales Agent, and the Company cannot provide any assurances that it will issue any Shares pursuant to the November 2020 Sales Agreement.
A copy of the November 2020 Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the November 2020 Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement.
Ropes & Gray LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
Between May 18, 2020 and November 5, 2020, the Company sold 3.4 million shares of its common stock resulting in $238.3 million in net proceeds at a weighted average sales price of $70.45 per share pursuant to its At Market Issuance Sales Agreement with B. Riley FBR, Inc., or (“BRFBR”), dated as of May 18, 2020 (the “May 2020 Sales Agreement”), leaving $8.7 million remaining under the May 2020 Sales Agreement as of November 5, 2020. The Company and BRFBR terminated the May 2020 Sales Agreement by mutual agreement on the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
1.1 | At Market Issuance Sales Agreement between Novavax, Inc. and B. Riley Securities, Inc., dated November 10, 2020. | |
5.1 | Opinion of Ropes & Gray LLP. | |
23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Novavax, Inc. | ||
Date: November 10, 2020 | By: | /s/ John A. Herrmann III |
Name: | John A. Herrmann III | |
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |