---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-22-130566"
form_type: "8-K"
ticker: "NVAX"
cik: "0001000694"
company_name: "NOVAVAX INC"
filed_at: "2022-12-28T23:59:59+00:00"
generated_at: "2026-06-20T22:15:04.482672+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Novavax closes $25.25M additional convertible note offering; total net proceeds $166.3M

## Summary
- $25.25M aggregate principal of 5.00% Convertible Senior Notes due 2027 sold to J.P. Morgan, Jefferies, Cowen on Dec 23.
- Total net proceeds from offering (including initial $142.2M on Dec 20) is $166.3M after discounts and expenses.
- Proceeds to fund Nuvaxovid launch, working capital, and possible repurchase of $325M 3.75% notes due Feb 1, 2023.
- Additional Notes issued under same indenture as initial notes; unregistered sale under Rule 144A and Section 4(a)(2).
- Discount to initial purchasers was approx $0.76M.

## SEC filing metadata
- accession: 0001104659-22-130566
- form_type: 8-K
- ticker: NVAX
- cik: 0001000694
- company_name: NOVAVAX INC
- filed_at: 2022-12-28T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 3.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1000694/000110465922130566/0001104659-22-130566-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1000694/000110465922130566/tm2233439d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-22-130566
- JSON: https://secwatch.observer/filing/0001104659-22-130566.json
- Plain text: https://secwatch.observer/filing/0001104659-22-130566.txt

## Key facts
- Debt Financings
  NOVAVAX INC incurred convertible notes of $25.25 million with J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC at 5.00% maturing due 2027.
  - Instrument: convertible notes
  - Principal: $25.25 million
  - Counterparty: J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC
  - Rate: 5.00%
  - Maturity: due 2027
  - Event: incurrence
  source text: On December 23, 2022, Novavax, Inc. (the “Company”) completed the issuance and sale of $25.25 million aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2027 (the “Additional Notes”) to J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC, as representatives (the “Representatives”) of the several initial purchasers
  evidence_url: https://www.sec.gov/Archives/edgar/data/1000694/000110465922130566/0001104659-22-130566-index.htm
- Material Agreements
  NOVAVAX INC entered into Purchase Agreement with J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC valued at $25.25 million (effective 2022-12-15).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC
  - Value: $25.25 million
  - Effective: 2022-12-15
  source text: On December 23, 2022, Novavax, Inc. (the “Company”) completed the issuance and sale of $25.25 million aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2027 (the “Additional Notes”) to J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”), pursuant to their election to purchase Additional Notes, which was exercised in full, pursuant to the purchase agreement, dated as of December 15, 2022, by and among the Company and the Initial Purchasers (the “Purchase Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1000694/000110465922130566/0001104659-22-130566-index.htm

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