Novavax Announces Reverse Stock Split of Common Stock
May 08 2019 - 4:05PM
Novavax, Inc. (Nasdaq: NVAX) today announced it will effect a
one-for-twenty reverse stock split of its issued and outstanding
common stock. Stockholders of Novavax approved an amendment to
Novavax’ Second Amended and Restated Certificate of Incorporation
(the Amended Certificate) to effect the reverse stock split at a
Special Meeting of Stockholders held on May 8, 2019. The reverse
stock split is intended to give Novavax greater flexibility in
considering and planning for future potential business needs and to
increase the per share trading price of the Novavax’ common stock
to enable Novavax to satisfy the minimum price requirement for
continued listing on the Nasdaq Global Select Market. Pursuant to
the Amended Certificate, the reverse stock split will be effective
at 12:01 a.m., Eastern Time, on May 10, 2019. Novavax expects that
upon the opening of trading on May 10, 2019, its common stock will
trade on the Nasdaq Global Select Market on a split-adjusted basis
under the current trading symbol “NVAX” and the new CUSIP number
670002 401.
The reverse stock split affects all issued and
outstanding shares of Novavax’ common stock. The par value of the
Novavax’ common stock will remain unchanged at $0.01 per share
after the reverse stock split. The reverse stock split affects all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Novavax’ equity, except to the extent
that the reverse stock split results in some stockholders receiving
cash in lieu of any fractional shares as described below.
No fractional shares will be issued in
connection with the reverse split. Stockholders who would otherwise
be entitled to receive a fractional share will instead receive a
cash payment in lieu of such fractional shares equal to the fair
market value of such fractional shares, as determined in good faith
by Novavax’ Board of Directors.
Computershare Trust Company, N.A. is acting as
the exchange agent and transfer agent for the reverse stock split.
Stockholders holding their shares electronically in book-entry form
are not required to take any action to receive post-split shares.
Computershare will provide instructions to stockholders with
physical certificates regarding the process for exchanging their
pre-split stock certificates for book entry of the appropriate
number of post-split shares and receiving payment for any
fractional shares. Stockholders owning shares through a bank,
broker or other nominee will have their positions adjusted to
reflect the reverse stock split and will receive payment for any
fractional shares in accordance with their respective bank’s,
broker’s, or nominee’s particular processes. Additional information
regarding the reverse stock split can be found in the Novavax’
definitive proxy statement filed with the Securities and Exchange
Commission on April 1, 2019.
About Novavax
Novavax, 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.
Forward-Looking Statements
Statements contained in this press release,
including those relating to the sale of common stock, and those
statements using words such as “expects” and “intends” are
forward-looking statements that involve a number of risks and
uncertainties that could cause actual results to differ materially
from those in the forward-looking statements. These risks and
uncertainties include, but are not limited to: capital market
risks; our ability to raise additional capital when needed; and
other risk factors identified in Part I, Item 1A “Risk Factors,” of
the Novavax Annual Report on Form 10-K for the year ended December
31, 2018, and Quarterly Report on Form 10-Q for the period ended
March 31, 2019, as filed with the Securities and Exchange
Commission (SEC) and in other reports filed from time to time with
the SEC, including our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, which are all available at www.sec.gov. We
caution investors not to place considerable reliance on the
forward-looking statements contained in this press release. You are
encouraged to read our filings with the SEC, available at sec.gov,
for a discussion of these and other risks and uncertainties. The
forward-looking statements in this press release speak only as of
the date of this document, and we undertake no obligation to update
or revise any of the statements. Our business is subject to
substantial risks and uncertainties, including those referenced
above. Investors, potential investors, and others should give
careful consideration to these risks and uncertainties.
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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