Item 1.01. Entry into a Material Definitive Agreement.
On
The Purchase Price is subject to certain adjustments set forth in the Deed,
including an adjustment for the net working capital of Praha Vaccines at
Completion. The Purchase Price includes €10 million of which has been placed in
an escrow account until
The foregoing description of the Deed is not complete and is qualified in its entirety by reference to the Deed, a copy of which will be filed as an exhibit in a subsequent periodic report of the Company. The Deed has only been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Buyer, the Sellers, Serum, or Praha Vaccines. The warranties and covenants contained in the Deed were made only for purposes of the Deed, and as of specific dates, were solely for the benefit of the parties to the Deed, and may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Deed and should not rely on the warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of any of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the warranties may change after the date of the Deed, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information disclosed in Item 1.01 of this Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for the purposes of Section 17 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set for by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements. The press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Report on Form 8-K was required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits. Exhibit No. Description 99.1 Press Release ofNovavax, Inc. datedMay 27, 2020 .
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