8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 22, 2013

NOVAVAX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-26770	22-2816046
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

9920 Belward Campus Drive

Rockville, Maryland 20850

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code:  (240) 268-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events.

On August 22, 2013, Novavax, Inc. (the “Company”) announced its acceptance of all shares of Sweden-based Isconova AB (“Isconova”) tendered during the extended acceptance period for its public tender offer to acquire all outstanding shares and warrants of Isconova.

A copy of the Company’s press release announcing its acceptance of shares tendered during the extended acceptance period is filed herewith as Exhibit 99.1.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Novavax, Inc. dated August 22, 2013.

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SIGNATURE

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.
John A. Herrmann III, J.D.
Name:	John A. Herrmann III, J.D.
Title:	Vice President, General Counsel & Corporate Secretary

Date: August 22, 2013

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EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release of Novavax, Inc. dated August 22, 2013.

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EX-99.1

Exhibit 99.1

 

Contact:	John A. Herrmann
	VP, General Counsel and Secretary
	Novavax, Inc.
	240-268-2000

Novavax Acquires Isconova; Extended Public Tender Offer Period Closed

Rockville, MD (August 22, 2013)–/GlobeNewswire, Inc. /-Novavax, Inc. (Nasdaq: NVAX) announced today the number of shares tendered to it during the extended acceptance period for its recommended public offer to acquire all issued and outstanding shares and warrants (warrants series 2005-I and 2005-II) of Isconova AB (“Isconova”), which was first communicated on June 4, 2013, (the “Offer”), and which was extended to August 20, 2013.

As of July 30, 2013, approximately 12,152,077 shares and all warrants issued by Isconova, corresponding to approximately 97.4 per cent of the shares and 100 per cent of the warrants issued by Isconova, respectively, had been validly tendered and not properly withdrawn.

On July 31, 2013, Novavax declared the Offer unconditional and completed the Offer in relation to securities tendered through July 30, 2013. Novavax also extended the acceptance period in the Offer, which expired on 24:00, Central European Summer Time (6:00 pm Eastern Time) on August 20, 2013.

During the extended acceptance period, approximately 258,051 shares issued by Isconova, corresponding to approximately 2.1 per cent of the shares issued by Isconova, were validly tendered and not properly withdrawn. Together with the 97.4 per cent of shares and 100 per cent of warrants tendered during the initial acceptance period, approximately 99.5 per cent of the shares and 100 per cent of the warrants issued by Isconova were validly tendered and not properly withdrawn during the Offer. Novavax will not make any additional extension of the acceptance period.

Settlement for shares tendered during the extended acceptance period is expected to begin on or before August 27, 2013.

Novavax did not hold any shares or warrants in Isconova prior to the announcement of the Offer and has not acquired any shares or warrants in Isconova outside the Offer.

Advisors

Ropes & Gray LLP and Setterwalls Advokatbyrå AB are Novavax’ legal advisors in conjunction with the offer. Pareto Öhman AB is Novavax’ financial advisor in conjunction with the Offer.

Handelsbanken Capital Markets is Isconova’s financial advisor in conjunction with the Offer. Advokatfirman Lindahl KB is Isconova’s legal advisors in conjunction with the Offer.

This information was made public on August 22, 2013, at 08:00 CET.

About Novavax

Novavax, Inc. (Nasdaq: NVAX) is a clinical-stage biopharmaceutical company creating vaccines to address a broad range of infectious diseases worldwide. Using innovative recombinant nanoparticle technology, as well as new and efficient manufacturing approaches, the company produces vaccine candidates to combat diseases, with the goal of allowing countries to better prepare for and more effectively respond to rapidly spreading infections. Novavax is committed to using its technology platform to create geographic-specific vaccine solutions and is therefore involved in several international partnerships, including collaborations with Cadila Pharmaceuticals of India, LG Life Sciences of Korea and PATH. Together, these organizations support Novavax’ worldwide commercialization strategy and have the global reach to create real and lasting change in the biopharmaceutical field. Additional information about Novavax is available on the company’s website, novavax.com.

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