Novavax Inc 8-K, filed Dec 30, 2024
Novavax Inc (NVAX)
About this 8-K
Novavax Inc filed this 8-K on December 30, 2024.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 30, 2024, Novavax CZ a.s. (the “Seller”), an indirect, a wholly owned subsidiary of Novavax Inc. (the “Company”), completed the previously-announced sale of the Company’s biologics manufacturing campus located at Bohumil, Jevany, Czech Republic (the “Facility”) to Novo Nordisk Production Czech s.r.o. (the “Purchaser”), pursuant to an asset purchase agreement, dated as of December 3, 2024 (the “Asset Purchase Agreement”), by and among the Seller, the Company, the Purchaser and Novo Nordisk A/S. Pursuant to the Asset Purchase Agreement, the Seller sold, transferred and assigned to the Purchaser: (i) properties owned by the Seller registered on folio No. 894 maintained by the Cadastral Office for Central Bohemian Region, Detached Cadastral Office Prague-East, for the cadastral area Jevany, comprising land in the settlement known as Bohumil, as well as certain moveable assets and equipment located at the manufacturing facility (the “Transferred Assets”); (ii) contracts related to the operation and management of the Transferred Assets (the “Transferred Contracts”); and (iii) certain employees currently providing services related to the Transferred Assets (the “Transferred Employees”). The total purchase price for the Facility was $200 million and the assumption by the Purchaser of liabilities (on a look-forward basis) pertaining to the Transferred Assets, Transferred Contracts and Transferred Employees. On the closing date, the Purchaser received a cash payment of $180 million, net of the initial payment of $10 million made in September 2024 and $10 million placed in an escrow account to be released to the Seller on the date which is 12 months following the closing date (subject to adjustment for any claims the Purchaser may have against the Seller under the Asset Purchase Agreement). Pursuant to the terms of the Asset Purchase Agreement, the Company was also reimbursed approximately $2. 6 million, subject to adjustments, for costs in continuing to operate and maintain the Transferred Assets, Transferred Contracts and Transferred Employees between December 3,2024 and the completion of the sale.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.
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SIGNATURES
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. | ||
| Date: December 30, 2024 | By: | /s/ Mark J. Casey |
| Name: | Mark J. Casey | |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
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