Novavax Enters and Terminates Material Agreements

TL;DR

Novavax just signed and broke a big deal, details TBD.

AI Summary

On November 1, 2024, Novavax, Inc. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The specific details of these agreements and their financial implications were not disclosed in this filing.

Why It Matters

This filing indicates significant changes in Novavax's contractual relationships, which could impact its operations, partnerships, and financial standing.

Risk Assessment

Risk Level: medium — The entry into and termination of material agreements can signal strategic shifts or unforeseen challenges that may affect the company's future performance.

Key Players & Entities

• NOVAVAX, INC. (company) — Registrant
• November 1, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, Par Value $0.01 per share NVAX The Nasdaq Global Se
• $123.8 million — , the Company agreed to pay a refund of $123.8 million (the "Settlement Payment") to the Autho
• $11.3 million — he Settlement Payment amount includes a $11.3 million provision for interest over the period

Filing Documents

• tm2427595d1_8k.htm (8-K) — 27KB
• 0001104659-24-114376.txt ( ) — 195KB
• nvax-20241101_lab.xml (EX-101.LAB) — 33KB
• nvax-20241101_pre.xml (EX-101.PRE) — 22KB
• nvax-20241101.xsd (EX-101.SCH) — 3KB
• tm2427595d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 1, 2024, Novavax, Inc. (the "Company") and The Secretary of State for Health and Social Care, acting as part of the Crown, through the UK Health Security Agency (the "Authority"), entered into a Termination and Settlement Agreement (the "Settlement Agreement") and a Letter of Amendment to the Settlement Agreement (the "Settlement Agreement Amendment"), relating to the Amended and Restated SARS-COV-2 Vaccine Supply Agreement effective July 1, 2022 (the "Amended and Restated Supply Agreement") by and between the Company and the UK Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the Crown, settling the disputes regarding the Amended and Restated Supply Agreement and releasing both parties of all claims arising out of or connected with the Amended and Restated Supply Agreement. Under the terms of the Settlement Agreement, the Authority and the Company agreed to terminate the Amended and Restated Supply Agreement and to fully settle the outstanding amount under dispute related to upfront payments previously received by the Company from the Authority under the Amended and Restated Supply Agreement. Pursuant to the Settlement Agreement, the Company agreed to pay a refund of $123.8 million (the "Settlement Payment") to the Authority in equal quarterly installments of 10.3 million over a three year period, ending on June 30, 2027. The Settlement Payment amount includes a $11.3 million provision for interest over the period and may be avoided if the Company chooses to accelerate payments. Under the terms of the Settlement Agreement Amendment, the Authority and the Company agreed to make the first quarterly installment payment due on November 30, 2024. The foregoing descriptions of the material terms of the Settlement Agreement and the Settlement Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Settlement Agreement,

02

Item 1.02 Termination of a Material Definitive Agreement. In connection with the parties' entry into the Settlement Agreement, the Company and the Authority terminated the Amended and Restated Supply Agreement. 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: November 5, 2024 By: /s/ Mark J. Casey Name: Mark J. Casey Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR