UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 26, 2019

 

 

 

NOVAVAX, INC.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-26770   22-2816046

(State or Other Jurisdiction

of Incorporation)

 

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

20 Firstfield Road

Gaithersburg, Maryland 20878

(Address of Principal Executive Offices, including Zip Code)

 

(240) 268-2000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report.)

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, Par Value $0.01 per share   NVAX   The Nasdaq Global Select Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On April 26 2019, Novavax, Inc. (the “Company”) executed an Extension of Lease Agreement (“Lease Extension”) with ARE-Maryland No. 46, LLC (“Landlord”) extending the term of the existing Lease Agreement between the Company and Landlord dated May 7, 2007 (“Lease Agreement”) for approximately 51,000 square feet of facility space located at 9920 Belward Drive, Rockville, Maryland. The Lease Extension extends the current Lease Agreement term to January 31, 2024. Under the Lease Extension, the Company will pay approximately $1.7 million per year in base rent.

 

The foregoing description of the material terms of the Lease Extension is qualified in its entirety by the full terms of the Lease Extension a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description
     
10.1   Lease Extension for space at 9920 Belward Campus Drive between Novavax, Inc. and ARE-Maryland No. 46, LLC, dated April 26, 2019

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  NOVAVAX, INC.

       
   
  /s/ John A. Herrmann III  
  Name: John A. Herrmann III
  Title:  

Senior Vice President, General

Counsel and Corporate Secretary

       

 

 

 

Date: May 2, 2019

 

 

 

 

 

 

Exhibit 10.1

 

ACKNOWLEDGMENT OF EXERCISE OF SECOND EXTENSION TERM OPTION AND SECOND
EXTENSION TERM COMMENCEMENT DATE

 

This ACKNOWLEDGMENT OF EXERCISE OF SECOND EXTENSION TERM OPTION AND SECOND EXTENSION TERM COMMENCEMENT DATE is made as of this 26th day of April, 2019, between ARE-MARYLAND NO. 46, LLC, a Delaware limited liability company (“Landlord”), and NOVAVAX, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of the Fifth Amendment to Lease Agreement dated as of January 16, 2019 (“Fifth Amendment”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease (as defined in the Fifth Amendment).

 

Landlord and Tenant hereby acknowledge and agree that Tenant has exercised the Second Extension Term Option, the commencement date of the Second Extension Term is February 1, 2020, and the expiration date of the Base Term of the Lease shall be midnight on January 31, 2024. In case of a conflict between the terms of the Lease and the terms of this Acknowledgement, this Acknowledgement shall control for all purposes.

 

IN WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF EXERCISE OF SECOND EXTENSION TERM OPTION AND SECOND EXTENSION TERM COMMENCEMENT DATE under seal to be effective on the date first above written.

 

  TENANT:
   
  NOVAVAX, INC,
  a Delaware corporation
   
   
  By: /s/ John A. Herrmann III         (SEAL)
  Name: John A. Herrmann III
  Title: SVP, General Counsel

 

 

  LANDLORD:
   
  ARE- MARYLAND NO. 46, LLC,
  a Delaware limited liability company
       
  By: Alexandria Real Estate Equities, L.P.,
    a Delaware limited partnership,
    managing member
       
    By: ARE-QRS CORP.,
      a Maryland corporation,
      general partner

 

 

  By: /s/ Jennifer Banks       (SEAL)
  Name: Jennifer Banks
  Title: Co-Chief Operating Officer & General Counsel

 

 

 

 

 

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