--- title: "Novavax agrees to issue $225.0 million of 4.625% convertible senior notes due" url: "https://aibio.space/news/novavax-agrees-issue-225-0-million-4-625-percent-convertible-senior/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-08-21" section: "Debt Financing" tickers: "NASDAQ:NVAX" source: "https://www.sec.gov/Archives/edgar/data/1000694/000110465925081160/tm2524045d1_8k.htm" summary: "About $49.7 million of the new convertible notes would be sold for cash, and about $175.3 million would be exchanged for 2027 notes. The exchange gives Nov" --- By the aibio.space news desk. Sources - [NOVAVAX INC Form 8-K filed August 21, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1000694/000110465925081160/tm2524045d1_8k.htm) - [NOVAVAX INC exhibit tm2524045d1_ex99-1.htm to the August 21, 2025 Form 8-K (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1000694/000110465925081160/tm2524045d1_ex99-1.htm) - [NOVAVAX INC Form 10-K filed February 27, 2025: business overview and signatures (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1000694/000100069425000004/nvax-20241231.htm) [NVAX](https://aibio.space/companies/novavax/) 2025-08-21 # Novavax agrees to issue $225.0 million of 4.625% convertible senior notes due 2031 Tickers [NVAX](https://aibio.space/companies/novavax/) About $49.7 million of the new convertible notes would be sold for cash, and about $175.3 million would be exchanged for 2027 notes. The exchange gives Novavax no cash. The company expects to close on or about August 27, 2025. ## Key facts - **Company**: Novavax, Inc. (NASDAQ: NVAX) - **News type**: Debt Financing - **Primary source**: [NOVAVAX INC Form 8-K filed August 21, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1000694/000110465925081160/tm2524045d1_8k.htm) *A downtown skyline with a highway in the foreground. Photo: Carol M Highsmith, CC0, via rawpixel. The picture shows the field, not the companies named.* Novavax, Inc. (Nasdaq: [NVAX](https://aibio.space/companies/novavax/)) agreed on August 20, 2025 to issue $225.0 million aggregate principal amount of 4.625% convertible senior notes due 2031, according to a [Form 8-K](https://www.sec.gov/Archives/edgar/data/1000694/000110465925081160/tm2524045d1_8k.htm) filed August 21, 2025. Most of the new notes replace existing debt. About $175.3 million of the 2031 notes will be issued in exchange for about $148.7 million of the company's 5.00% convertible senior notes due 2027. The remaining about $49.7 million will be sold for cash. The deal had not closed when the filing was made. The company expects it to close concurrently on or about August 27, 2025, subject to customary conditions. ## The terms of the 2031 notes The company signed privately negotiated exchange and subscription agreements with certain holders of the 2027 notes and with new investors. The 2031 notes are senior, unsecured obligations. They pay 4.625% a year, twice a year on March 1 and September 1, starting March 1, 2026. They mature on September 1, 2031, unless they are repurchased, redeemed or converted earlier. They will be issued under an indenture with The Bank of New York Mellon Trust Company, N.A., expected to be dated on or around August 27, 2025. Before June 1, 2031, holders may convert only on certain events. From that date they can convert at any time until the second scheduled trading day before maturity. Novavax may settle conversions in cash, shares or a mix, at its election. The initial conversion rate is 89.7384 shares per $1,000 principal amount, an initial conversion price of approximately $11.14 per share. The filing says that rate would mean 20,191,140 shares if all the notes converted. The conversion price is a premium of approximately 27.5% over the last reported sale price of $8.74 on August 20, 2025. The company may redeem the notes for cash on or after September 5, 2028, but only if the stock price exceeds 130% of the conversion price for a specified period. If a fundamental change occurs, holders can require repurchase at 100% of principal, plus accrued interest. ## What the money does The cash sales are expected to bring gross proceeds of about $49.7 million, before offering fees and expenses. Novavax says it intends to use the net proceeds for general corporate purposes. It receives no cash from the exchange. After the exchange closes, about $26.5 million of the 2027 notes will remain outstanding, with terms unchanged. The [press release](https://www.sec.gov/Archives/edgar/data/1000694/000110465925081160/tm2524045d1_ex99-1.htm) describes the refinancing as extending the maturity of most existing debt on improved terms, with $225 million of 2031 notes outstanding once the transactions are complete. The release gives no cash balance to measure the proceeds against. ## Advisers and a related stock purchase J. Wood Capital Advisors LLC (JWCA) is the company's financial advisor on the transactions, and Leerink Partners also acted as a financial advisor. Latham & Watkins LLP served as legal advisor to Novavax. JWCA has told Novavax it intends to buy about 1.2 million shares of common stock at the same time, in privately negotiated trades with certain exchanging holders or purchasers of the notes. The purchases are at a discount to the last reported sale price on August 20, 2025. JWCA agreed not to sell those shares for 30 days. The filing warns that these purchases could raise, or soften a fall in, the market price of the common stock and of both series of notes. The notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act, and they can be resold only if registered or exempt from registration. ## Company background Novavax is a Delaware corporation headquartered in Gaithersburg, Maryland. It describes its platform as protein-based nanoparticles with its Matrix-M adjuvant. Its release cites a partnership with Sanofi and a substantial dependence on SII and Serum Life Sciences Limited for co-formulating and filling its COVID-19 vaccine. The 8-K and the release give no revenue, loss or cash figures. ## What comes next The exchange and cash sales are expected to close on or about August 27, 2025. The first interest payment on the 2031 notes is due March 1, 2026. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story NVAX Novavax, Inc. NASDAQ ยท United States Open the starter desk ## More in Debt Financing Debt Financing ### [Pelthos amends Horizon venture loan, funds Loans E to H and adds Loans I and J](https://aibio.space/news/pelthos-amends-horizon-venture-loan-funds-loans-e-h-adds-loans/) Oct 30, 2026 Debt Financing ### [Repligen announces $1.0 billion private convertible notes transaction](https://aibio.space/news/repligen-announces-1-0-billion-private-convertible-notes-transaction/) Oct 30, 2026 Debt Financing ### [FOXO to buy Ludwig Enterprises preferred stock with majority voting power](https://aibio.space/news/foxo-buy-ludwig-enterprises-preferred-stock-majority-voting-power/) Oct 29, 2026 --- Source page: https://aibio.space/news/novavax-agrees-issue-225-0-million-4-625-percent-convertible-senior/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Novavax agrees to issue $225.0 million of 4.625% convertible senior notes due", 2025-08-21, https://aibio.space/news/novavax-agrees-issue-225-0-million-4-625-percent-convertible-senior/