Novavax Files 8-K: Material Agreement, Equity Sales

TL;DR

Novavax signed a big deal and sold some stock, filing it today.

AI Summary

On August 20, 2025, Novavax, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing was made on August 21, 2025.

Why It Matters

This 8-K filing indicates Novavax is engaging in new material agreements and potentially issuing new equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• NOVAVAX, INC. (company) — Registrant
• August 20, 2025 (date) — Date of earliest event reported
• August 21, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 700 Quince Orchard Road Gaithersburg, Maryland 20878 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — registered Common Stock, Par Value $0.01 per share NVAX The Nasdaq Global Se
• $225.0 million — ursuant to which the Company will issue $225.0 million aggregate principal amount of its 4.625
• $175.3 million — Notes") consisting of (a) approximately $175.3 million principal amount of 2031 Notes issued i
• $148.7 million — es issued in exchange for approximately $148.7 million principal amount of 2027 Notes (the "Ex
• $49.7 million — e Transactions"), and (b) approximately $49.7 million principal amount of 2031 Notes for cash
• $1,000 — e is 89.7384 shares of common stock per $1,000 principal amount of 2031 Notes, which r
• $11.14 — itial conversion price of approximately $11.14 per share of common stock. Based on the
• $8.74 — 5% over the last reported sale price of $8.74 per share of the Company's common stock
• $26.5 million — he Exchange Transactions, approximately $26.5 million in aggregate principal amount of 2027 N
• $49.7 m — tion Transactions will be approximately $49.7 million, excluding offering fees and tran

Filing Documents

• tm2524045d1_8k.htm (8-K) — 42KB
• tm2524045d1_ex10-1.htm (EX-10.1) — 111KB
• tm2524045d1_ex99-1.htm (EX-99.1) — 11KB
• tm2524045d1_ex99-1img002.jpg (GRAPHIC) — 10KB
• 0001104659-25-081160.txt ( ) — 370KB
• nvax-20250820.xsd (EX-101.SCH) — 3KB
• nvax-20250820_lab.xml (EX-101.LAB) — 33KB
• nvax-20250820_pre.xml (EX-101.PRE) — 22KB
• tm2524045d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 20, 2025, Novavax, Inc. (the "Company") entered into privately negotiated exchange and subscription agreements (the "Exchange and Subscription Agreements") with certain holders of the Company's 5.00% Convertible Senior Notes due 2027 (the "2027 Notes") and new investors, pursuant to which the Company will issue $225.0 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the "2031 Notes") consisting of (a) approximately $175.3 million principal amount of 2031 Notes issued in exchange for approximately $148.7 million principal amount of 2027 Notes (the "Exchange Transactions"), and (b) approximately $49.7 million principal amount of 2031 Notes for cash (the "Subscription Transactions" and, together with the Exchange Transactions, the "Transactions"), in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations thereunder. The 2031 Notes will be issued under an indenture (the "New Notes Indenture"), expected to be dated on or around August 27, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A. The 2031 Notes will be senior, unsecured obligations of the Company and will accrue interest at a rate of 4.625% per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026. The 2031 Notes will mature on September 1, 2031, unless earlier repurchased, redeemed or converted. Before June 1, 2031, noteholders will have the right to convert their 2031 Notes only upon the occurrence of certain events. From and including June 1, 2031, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying cash, shares of its common stock or a combination of cash and shares of its

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The offer and sale of the 2031 Notes and the common stock of the Company issuable upon conversion, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The 2031 Notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act. The issuance of common stock upon conversion, if any, is expected to be exempt from registration pursuant to Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders.

01. Other Events

Item 8.01. Other Events. On August 21, 2025, the Company issued a press release announcing entry into the Exchange and Subscription Agreements. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking, including statements regarding net proceeds from the Subscription Transactions, use of proceeds from the Subscription Transactions, and anticipated closing of the Transactions. These forward-looking statements generally are identified by the words "anticipate", "believe", "contemplate", "continue", "could", "estimate", "expect", "forecast", "future", "guidance", "intend", "may", "might", "opportunity", "outlook", "plan", "possible", "potential", "predict", "project", "should", "strategy", "strive", "target", "vision", "will", or "would", any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. The factors that could cause or contribute to actual future events to differ materially from the forward-looking risks related to the Company's indebtedness; challenges or delays in obtaining regulatory authorization or approval for its COVID-19 vaccine, including for future COVID-19 variant strain changes, the Company's CIC vaccine candidate, its stand-alone influenza vaccine candidate or other product candidates; the Company's ability to successfully and timely manufacture, market, distribute, or deliver its

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Exchange and Subscription Agreement. 99.1 Press Release issued August 21, 2025. 104 Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document). 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. Date: August 21, 2025 /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