---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-22-128864"
form_type: "8-K"
ticker: "NVAX"
cik: "0001000694"
company_name: "NOVAVAX INC"
filed_at: "2022-12-21T23:59:59+00:00"
generated_at: "2026-06-21T00:36:59.534860+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Novavax issues $150M 5% convertible notes due 2027; net proceeds $142.2M

## Summary
- $150M principal, 5.00% semiannual interest, matures Dec 15, 2027; net proceeds ~$142.2M after discounts.
- Proceeds: global launch of Nuvaxovid, repay/repurchase part of $325M 3.75% notes due Feb 2023, working capital, R&D.
- Initial conversion price $12.50/share (80 shares per $1,000); 25% premium over concurrent common stock offering.
- Maximum shares issuable upon conversion: 15M shares based on initial max conversion rate of 100 shares per $1,000.
- Initial purchasers have 30-day option to buy additional $25.25M principal amount of notes.

## SEC filing metadata
- accession: 0001104659-22-128864
- form_type: 8-K
- ticker: NVAX
- cik: 0001000694
- company_name: NOVAVAX INC
- filed_at: 2022-12-21T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1000694/000110465922128864/0001104659-22-128864-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1000694/000110465922128864/tm2232888d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-128864
- JSON: https://secwatch.observer/filing/0001104659-22-128864.json
- Plain text: https://secwatch.observer/filing/0001104659-22-128864.txt

## Key facts
- Debt Financings
  NOVAVAX INC incurred convertible notes of $150 million aggregate principal amount with The Bank of New York Mellon Trust Company, N.A. at 5.00% per year maturing December 15, 2027.
  - Instrument: convertible notes
  - Principal: $150 million aggregate principal amount
  - Counterparty: The Bank of New York Mellon Trust Company, N.A.
  - Rate: 5.00% per year
  - Maturity: December 15, 2027
  - Event: incurrence
  source text: On December 20, 2022, Novavax, Inc. (the “Company”) completed its previously announced offering of $150 million aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1000694/000110465922128864/0001104659-22-128864-index.htm
- Material Agreements
  NOVAVAX INC entered into 5.00% Convertible Senior Notes due 2027 Indenture with The Bank of New York Mellon Trust Company, N.A. valued at $150 million aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (effective 2022-12-20).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: The Bank of New York Mellon Trust Company, N.A.
  - Value: $150 million aggregate principal amount of 5.00% Convertible Senior Notes due 2027
  - Effective: 2022-12-20
  source text: On December 20, 2022, Novavax, Inc. (the “Company”) completed its previously announced offering of $150 million aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (the “Notes”). The Notes were 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 (the “Securities Act”). In connection with the offering of the Notes, the Company granted to the initial purchasers a 30-day option to purchase up to an additional $25.25 million aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated December 20, 2022 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1000694/000110465922128864/0001104659-22-128864-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.