On December 15, 2022, Novavax, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), relating to the public offering by the Company of 6,500,000 shares of its common stock, par value $0.01 per share ("Common Stock"), at a public offering price of $10.00 per share, less underwriting discounts and commissions, pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-237094) and the related prospectus supplement filed with the Securities and Exchange Commission (the "Common Stock Offering") (Filing, 8-K, Novavax, DEC 15, 2022, View Source [SID1234625409]). In connection with the Common Stock Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 975,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions, which was exercised in full by the Underwriters on December 16, 2022. The Common Stock Offering is expected to close on December 20, 2022, subject to customary closing conditions.
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The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Ropes & Gray LLP, relating to the legality of the shares being sold, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.