Novavax Announces Adjustment of Conversion Rate for its 3.75% Convertible Senior Notes due 2023
May 10 2019 - 4:05PM
Novavax, Inc. (Nasdaq: NVAX) today announced an adjustment to the
conversion rate applicable to its existing 3.75% Convertible Senior
Notes due 2023 (Notes), pursuant to that certain Indenture between
Novavax and The Bank of New York Mellon Trust Company, N.A., as
trustee (Indenture), effective May 10, 2019.
As approved by Novavax’ stockholders at a
special meeting held on May 8, 2019, Novavax effected a reverse
stock split of its issued and outstanding common stock, par value
$0.01 (Common Stock) at a ratio of 1-for-20, effective as of 12:01
a.m. Eastern Time on May 10, 2019 (Reverse Stock Split).
As a result of the Reverse Stock Split and
pursuant to Section 14.04(a) of the Indenture, effective May 10,
2019, the conversation rate under the Indenture will be equal to
7.3411 shares of Common Stock per $1,000 principal amount of the
Convertible Notes.
As a result of the foregoing adjustment to the
conversion rate and pursuant to Section 14.03(d) of the Indenture,
effective May 10, 2019, the table setting forth the number of
additional shares of Common Stock to be added to the conversion
rate for each $1,000 principal amount of Notes in connection with a
make-whole adjustment event based on hypothetical stock prices and
effective dates pursuant to Section 14.03(e) of the Indenture was
adjusted to read as follows:
|
|
Stock Price |
Effective Date |
|
$ |
111.20 |
|
$ |
120.00 |
|
$ |
130.00 |
|
$ |
136.20 |
|
$ |
140.00 |
|
$ |
160.00 |
|
$ |
200.00 |
|
$ |
300.00 |
|
$ |
400.00 |
|
$ |
500.00 |
|
$ |
600.00 |
January 29,
2016 |
|
1.6517 |
|
1.5755 |
|
1.3668 |
|
1.2563 |
|
1.1952 |
|
0.9315 |
|
0.5983 |
|
0.2342 |
|
0.0979 |
|
0.0373 |
|
0.0093 |
February 1,
2017 |
|
1.6517 |
|
1.6068 |
|
1.3859 |
|
1.2695 |
|
1.2053 |
|
0.9302 |
|
0.5881 |
|
0.2242 |
|
0.0918 |
|
0.0341 |
|
0.0079 |
February 1,
2018 |
|
1.6517 |
|
1.6198 |
|
1.3862 |
|
1.2639 |
|
1.1967 |
|
0.9113 |
|
0.5636 |
|
0.2069 |
|
0.0823 |
|
0.0292 |
|
0.0057 |
February 1,
2019 |
|
1.6517 |
|
1.6311 |
|
1.3803 |
|
1.2501 |
|
1.1789 |
|
0.8802 |
|
0.5267 |
|
0.1830 |
|
0.0697 |
|
0.0231 |
|
0.0032 |
February 1,
2020 |
|
1.6517 |
|
1.6055 |
|
1.3357 |
|
1.1972 |
|
1.1221 |
|
0.8124 |
|
0.4616 |
|
0.1478 |
|
0.0530 |
|
0.0156 |
|
0.0007 |
February 1,
2021 |
|
1.6517 |
|
1.5419 |
|
1.2458 |
|
1.0966 |
|
1.0167 |
|
0.6962 |
|
0.3602 |
|
0.1017 |
|
0.0341 |
|
0.0081 |
|
0.0000 |
February 1,
2022 |
|
1.6517 |
|
1.3911 |
|
1.0532 |
|
0.8889 |
|
0.8030 |
|
0.4796 |
|
0.1974 |
|
0.0475 |
|
0.0157 |
|
0.0019 |
|
0.0000 |
February 1,
2023 |
|
1.6517 |
|
0.9923 |
|
0.3512 |
|
0.0000 |
|
0.0000 |
|
0.0000 |
|
0.0000 |
|
0.0000 |
|
0.0000 |
|
0.0000 |
|
0.0000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
About NovavaxNovavax, Inc.
(Nasdaq: NVAX) is a late-stage biotechnology company that drives
improved health globally through the discovery, development, and
commercialization of innovative vaccines to prevent serious
infectious diseases. Its two priority programs are ResVax™, its RSV
vaccine for infants via maternal immunization, and NanoFlu™, its
quadrivalent influenza nanoparticle vaccine. Novavax’ proprietary
recombinant technology platform combines the power and speed of
genetic engineering to efficiently produce a new class of highly
immunogenic nanoparticles addressing urgent global health
needs.
For more information, visit www.novavax.com and
connect with us on Twitter and LinkedIn.
Contacts:
Investors:Novavax, Inc.Erika TrahanSenior Manager, Investor
& Public Relationsir@novavax.com240-268-2000
Westwicke PartnersJohn
WoolfordJohn.woolford@westwicke.com443-213-0506
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