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GAITHERSBURG, Md., Dec. 16, 2022/PRNewswire/ -- Novavax, Inc. (Nasdaq: NVAX), a biotech company focused on developing and commercializing next-generation vaccines against serious infectious diseases, today announced pricing for a bid subscribed to sell 6,500,000 common shares at a public offering price of $10.00 per share, or $65 million in common shares. In connection with the common stock offering, Novavax granted the underwriters a 30-day option to purchase up to an additional 975,000 shares of its common stock at the public offering price, less discounts and underwriting fees. The offering is expected to close on December 20, 2022, subject to customary closing conditions.
J.P. Morgan, Jefferies and Cowen are acting as joint managers and representatives of the underwriters of the common stock offering. B. Riley Securities and H.C. wainwright
Concurrent with the pricing of the common shares, Novavax also announced today the pricing of its previously announced offering of 150 million aggregate principal amount of its 5.00% Convertible Senior Notes due 2027 (the "Notes") ) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. In connection with the offering of the notes, Novavax has granted the initial purchasers a 30-day call option for up to an additional $25.25 million of aggregate principal amount of the notes. The notes offering is expected to close on December 20, 2022, subject to customary closing conditions. The offering of common shares is not conditioned on the completion of the simultaneous offering of notes, and the simultaneous offering of notes is not conditioned on the completion of the offering of common shares.
Novavax estimates that net proceeds from the offering of common shares, net of sales discounts and commissions and estimated offering expenses at Novavax's expense, will be approximately $60.7 million (or approximately $69.8 million). dollars if the underwriters of said offer fully exercise their option to purchase additional shares).
Novavax may use the net proceeds from the offering of common shares and, if consummated, the concurrent offering of the notes, for general corporate purposes, including, but not limited to, the continued global commercial launch of Nuvaxovid, redemption or repurchase of a portion of the $325 million in principal amount outstanding on our 3.75% convertible senior unsecured notes due February 1, 2023, working capital, capital expenditures, research and development expenses, clinical trials, reimbursements under our supply agreements, as well as acquisitions and other strategic purposes.
A registration statement related to the common stock offering was filed with the Securities and Exchange Commission ("SEC") on March 11, 2020, and is effective. The offering of common shares will be made only by means of a supplemental prospectus and the accompanying prospectus. Before investing in the common stock offering, buyers should read the related preliminary prospectus supplement describing the terms of such public offering and the related registration statement and other documents that Novavax has filed with the SEC for more complete information. about Novavax and said public offering. An electronic copy of the prospectus supplement and accompanying prospectus relating to the offering of common shares will be available on the SEC's website at www.sec.gov. An electronic copy of the prospectus supplement and accompanying prospectus relating to the stock offering will be available at www.sec.gov and may also be obtained, when available, from: J.P. Morgan, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by phone at (866) 803-9204 or by email at email@example.com; Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by phone at (877) 821-7388, or by email at firstname.lastname@example.org or Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by phone at (833) 297-2926, or by email at PostSaleManualRequests@broadridge.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the offered securities, nor shall there be any sale of the offered securities in any state or other jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of such state or other jurisdiction.
About Novavax Novavax, Inc. (Nasdaq: NVAX) is a biotechnology company that promotes better health worldwide through the discovery, development and commercialization of innovative vaccines to prevent serious infectious diseases. The company's proprietary recombinant technology platform harnesses the power and speed of genetic engineering to efficiently produce highly immunogenic nanoparticles designed to address urgent global health needs. The Novavax COVID-19 vaccine has received authorization from multiple regulatory authorities globally, including the US FDA, the European Commission, and the World Health Organization. The vaccine is currently under review by multiple regulatory agencies around the world, including for additional indications and populations, such as adolescents and as a booster. In addition to its COVID-19 vaccine, Novavax is also currently evaluating its COVID-19-Influenza Combination (CIC) vaccine candidate in a Phase 1/2 clinical trial, its investigational quadrivalent influenza vaccine candidate, and a Omicron-strain-based vaccine (NVX-CoV2515), as well as an Omicron-based/parent-strain-based bivalent format vaccine. These vaccine candidates incorporate Novavax's proprietary saponin-based Matrix-M adjuvant to enhance the immune response and stimulate high levels of neutralizing antibodies.
Forward-Looking Statements This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including, without limitation, statements regarding Novavax's ability to successfully complete the offers, the timing and terms of the proposed offers, the estimated net proceeds of the proposed offers and the anticipated use of Novavax proceeds. Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Applicable risks and uncertainties include, but are not limited to, those related to whether Novavax will be able to consummate potential offerings on time or on anticipated terms, if at all, and the potential adverse impact on the market price of the shares. of its share capital. In addition, Novavax's management retains broad discretion regarding the allocation of net proceeds from the deals. Applicable risks also include those listed under the heading "Risk Factors" and elsewhere in Novavax's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Novavax's Quarterly Report on on Form 10-Q for the fiscal quarter ended June 30, 2022, in addition to risk factors that are included from time to time in Novavax's subsequent filings with the SEC. Forward-looking statements in this press release speak only as of the date hereof, and Novavax does not undertake any obligation to update or revise any such statement. Novavax's business is subject to substantial risks and uncertainties, including those noted above. Investors, potential investors and others should carefully consider these risks and uncertainties. All forward-looking statements are qualified in their entirety by this cautionary statement.
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