Novavax Reports Entry and Termination of Material Agreements

TL;DR

**Novavax just entered AND exited a major deal on Feb 16, signaling big strategic shifts!**

AI Summary

Novavax, Inc. filed an 8-K on February 22, 2024, reporting an event on February 16, 2024, concerning both the entry into and termination of a material definitive agreement. The filing indicates a significant change in the company's contractual obligations, which could impact its operational strategy and financial outlook. The specific details of the agreements were not disclosed in this summary.

Why It Matters

Changes in material definitive agreements can signal shifts in a company's business strategy, partnerships, or financial commitments, directly affecting its future revenue and operational stability.

Risk Assessment

Risk Level: medium — The simultaneous entry and termination of material agreements introduce uncertainty regarding Novavax's strategic direction and future business operations.

Key Players & Entities

• NOVAVAX INC (company) — Registrant
• February 16, 2024 (date) — Date of earliest event reported
• February 22, 2024 (date) — Filing date
• Delaware (company) — State of Incorporation
• 700 Quince Orchard Road Gaithersburg, Maryland 20878 (company) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, Par Value $0.01 per share NVAX The Nasdaq Global Se
• $75 m — of (i) an initial settlement payment of $75 million, which the Company paid on Februa
• $80 million — ed payments, in equal annual amounts of $80 million payable each calendar year through a de
• $400 million — in the first quarter of 2024 and total $400 million during the deferred payment term. Such
• $225 million — nted Gavi an additional credit of up to $225 million that may be applied against qualifying

Filing Documents

• tm246954d1_8k.htm (8-K) — 27KB
• 0001104659-24-026225.txt ( ) — 195KB
• nvax-20240216.xsd (EX-101.SCH) — 3KB
• nvax-20240216_lab.xml (EX-101.LAB) — 33KB
• nvax-20240216_pre.xml (EX-101.PRE) — 22KB
• tm246954d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On February 16, 2024, Novavax, Inc. (the "Company") and Gavi Alliance ("Gavi") entered into a Termination and Settlement Agreement (the "Settlement Agreement") terminating the Advance Purchase Agreement dated May 5, 2021 between the Company and Gavi (the "APA"), which related to the supply of the Company's vaccine against SARS-COV-2 for the prevention of COVID-19, settling the arbitration proceedings initiated by Gavi against the Company (the "Arbitration") relating to the APA and releasing both parties of all claims arising from, under or otherwise in connection with the APA. Pursuant to the Settlement Agreement, the Company is responsible for payment to Gavi of (i) an initial settlement payment of $75 million, which the Company paid on February 20, 2024, and (ii) deferred payments, in equal annual amounts of $80 million payable each calendar year through a deferred payment term ending December 31, 2028. The deferred payments are due in variable quarterly installments beginning in the first quarter of 2024 and total $400 million during the deferred payment term. Such deferred payments may be reduced through Gavi's use of an annual vaccine credit equivalent to the unpaid balance of such deferred payments each year, which may be applied to qualifying sales of any of the Company's vaccines for supply to certain low-income and lower-middle income countries. The Company has the right to price the vaccines offered to such low-income and lower-middle income countries in its discretion, and, when utilized by Gavi, the Company will credit the actual price per vaccine paid against the applicable credit. The Company intends to price vaccines offered via the tender process, consistent with its shared goal with Gavi to provide equitable access to those countries. Also, pursuant to the Settlement Agreement, the Company granted Gavi an additional credit of up to $225 million that may be applied against qualifying sales of

02 Termination

Item 1.02 Termination of a Material Definitive Agreement In connection with the parties' entry into the Settlement Agreement, the Company and Gavi terminated the APA. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 1.02.

SIGNATURES

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: February 22, 2024 By: /s/ Mark J. Casey Name: Mark J. Casey Title: Executive Vice President, Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR