SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events.
On June 15, 2021, 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 June 15, 2021 (the “June 2021 Sales Agreement”). Sales pursuant to the June 2021 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 June 2021 Sales Agreement.
A copy of the June 2021 Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the June 2021 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.
Since January 22, 2021, the Company sold 1.7 million shares of its common stock resulting in $451.9 million in net proceeds at a weighted average sales price of $271.65 per share pursuant to its At Market Issuance Sales Agreement with the Sales Agent, dated as of January 22, 2021 (the “January 2021 Sales Agreement”), leaving $42.2 million remaining under the January 2021 Sales Agreement. The Company and the Sales Agent terminated the January 2021 Sales Agreement by mutual agreement on the date hereof.
Item 9.01. Financial Statements and Exhibits.
|1.1||At Market Issuance Sales Agreement between Novavax, Inc. and B. Riley Securities, Inc., dated June 15, 2021.|
|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).|
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.
|Date: June 15, 2021||By:||/s/ John A. Herrmann III|
|Name:||John A. Herrmann III|
|Title:||Executive Vice President, Chief Legal Officer and Corporate Secretary|