To: Glenn D. Rudolph who wrote (32963 ) 2/2/1998 10:08:00 PM From: Jeff Jordan Respond to of 61433
***OT*** floorless convertible Novavax Announces $6.5 Million Private Placement Friday, January 30, 1998 10:50 AM > COLUMBIA, Md. -- Novavax, Inc. (Amex:NOX) announced the closing of a private placement of $6.5 million in custom convertible preferred stock. Novavax plans to use the proceeds of the private placement for general purposes, including clinical development and development of existing and emerging technology platforms. The preferred stock is convertible into common stock of the Company, subject to certain limitations, at 100% of a market price formula for the first 90 days and at 94% thereafter. The conversion price is subject to minimums and a maximum over certain periods of time. The preferred stock yields five percent per annum, payable in common stock at the time of conversion. The Company can, at its option, call any unconverted preferred stock at the end of two and three years at certain agreed upon prices. The holders have the option to put the preferred stock back to the Company upon the occurrence of certain specified events. Novavax has agreed to file a registration statement for the resale of shares acquired upon conversion of the convertible preferred stock. Brenda L. Fugagli, Vice President, Chief Financial Officer, said, "This financing enhances our current cash balances and allows Novavax the opportunity to further develop its expanding clinical and preclinical programs while accelerating the growth of our underlying infrastructure. Additionally, this financing provides an innovative structure which we believed to be a stronger financing opportunity than a secondary offering at this time." Richard F. Maradie, President and Chief Executive Officer, added, "It allows us to focus on securing strong strategic alliances, further building the existing value of our technology assets." Diaz & Altschul Capital, LLC of New York City was the placement agent in the transaction. Delta Opportunity Fund, Ltd., which is advised by Diaz & Altschul Advisors, LLC, is the lead investor in the transaction. The Company currently has three product candidates in human clinical testing. ESTRASORB(TM), a topical estrogen replacement cream for menopausal and post menopausal women, ANDROSORB(TM), a topical testosterone cream for testosterone deficient men and Helicore(TM) an oral antibacterial preparation developed to eradicate Helicobacter pylori bacteria, the principal cause of peptic ulcers and various gastric disorders. Novavax, Inc. is a bio-pharmaceutical drug delivery company. This press release may contain forward-looking information and should be read in conjunction with Exhibit 99 to the Company's Form 10-K for the year ended December 31, 1996, which is incorporated herein by reference. Statements made in this press release that state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future are forward-looking statements. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the company's SEC filings, including but not limited to the Company's report on Form 10-K for the year ended December 31, 1996; and the Company's reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. Copies of these filings may be obtained by contacting the Company or the SEC. quicken.com