UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 1, 2005
NOVAVAX, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
0-26770
|
|
22-2816046 |
|
|
|
|
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification Number) |
508 Lapp Road
Malvern, Pennsylvania 19355
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (484) 913-1200
(Former Name or Former Address, if Changed Since Last Report): N/A
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:
| 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 1.01 Entry into a Material Definitive Agreement
On November 1, 2005, Novavax entered into a securities purchase agreement with three investors
– Cranshire Capital, L.P., Iroquois Master Fund, Ltd. and Omicron Master Trust – for the purchase
and sale of 4,186,047 shares of its common stock at a price of $4.30 per share. Rodman & Renshaw,
LLC acted as the placement agent for the offering pursuant to an agreement, dated November 1, 2005,
by and between Novavax and the placement agent. The transaction is expected to close no later than
November 4, 2005. The offered shares are registered pursuant to the company’s $50,000,000 shelf
registration statement (File No. 333-108006) that was originally filed with the Securities and
Exchange Commission on August 15, 2003.
Pursuant to the terms of the securities purchase agreement, Novavax will sell $18,000,000 of
its common stock to the investors upon satisfaction of certain conditions precedent to closing,
including receipt by the company of the subscription amounts from the investors and the execution
of an officer’s certificate by an authorized officer of the company certifying as to the accuracy
of the company’s representations and warranties contained in the agreement, as well as delivery of
a legal opinion from counsel to Novavax.
Novavax made certain representations and warranties to the investors in the securities
purchase agreement, including with respect to its organization and qualification, capitalization,
issuance of the securities, litigation and absence of material changes. Novavax also agreed to
provide indemnification for claims and actions arising out of or based on any untrue statement or
alleged untrue statement of a material fact contained in the applicable registration statement or
prospectus supplement, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, with
certain exceptions.
Pursuant to the terms of its agreement with the placement agent, Novavax will pay Rodman &
Renshaw, LLC a fee of 5% of the gross proceeds of the offering. The placement agent is not
purchasing or selling any shares, nor is it required to arrange the purchase or sale of any
specific number or dollar amount of shares. Novavax also agreed to indemnify the placement agent
against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
| |
4 |
|
Agreement, dated November 1, 2005, by and between Novavax, Inc. and Rodman & Renshaw,
LLC |
| |
| |
10 |
|
Form of Securities Purchase Agreement dated November 1, 2005 |
| |
| |
99.1 |
|
Press Release dated November 2, 2005 |
| |
| |
99.2 |
|
Risk Factors |