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Novavax Announces Proposed Offering of $125 Million of Convertible Senior Notes

GAITHERSBURG, Md., Dec. 14, 2022 /PRNewswire/ -- Novavax, Inc. (Nasdaq: NVAX), a biotechnology company dedicated to developing and commercializing

articleNovavax, Inc.December 14, 20224/company/novavax-inc/news/novavax-announces-proposed-offering-of-dollar125-million-of-convertible-senior-notes-2022
Novavax Announces Proposed Offering of $125 Million of Convertible Senior Notes

About this update from Novavax, Inc.

[{"type":"text","content":"GAITHERSBURG, Md., Dec. 14, 2022 /PRNewswire/ -- Novavax, Inc. (Nasdaq: NVAX), a biotechnology company dedicated to developing and commercializing next-generation vaccines for serious infectious diseases, today announced a proposed offering of $125 million aggregate principal amount of convertible senior notes due 2027 (the \"notes\"). The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the offering of the notes, Novavax expects to grant to the initial purchasers a 30-day option to purchase up to an additional $18.75 million aggregate principal amount of the notes.\nThe notes will represent senior unsecured obligations of Novavax and will accrue interest payable semi-annually in arrears and will mature on December 15, 2027, unless earlier converted, redeemed or repurchased. Novavax will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.01 per share (\"common stock\"), or a combination of cash and shares of its common stock, at Novavax' election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Novavax' option at any time, and from time to time, on or after December 22, 2025, if the last reported sale price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which Novavax provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.\nJ.P. Morgan, Jefferies and Cowen are acting as joint book-running managers and representatives of the initial purchasers for the offering of the notes. J. Wood Capital Advisors served as financial advisor to the Company in relation to the offering of the notes.\nConcurrently with the offering of notes, Novavax also announced a proposed underwritten public offe...

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