<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File No.
JUNE 30, 1999 0-26770
------------- -------
NOVAVAX, INC.
-------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-2816046
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8320 GUILFORD ROAD, COLUMBIA, MD 21046
-------------------------------- -----
(Address of principal executive offices) (Zip code)
(301) 854-3900
--------------
Registrant's telephone number, including area code
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
Common Shares Outstanding at August 6, 1999
14,978,889
1
<PAGE> 2
NOVAVAX, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
<S> <C>
Item 1. Financial Statements
Statements of Operations for the three-month and six-month
periods ended June 30, 1999 and 1998.........................................3
Balance Sheets as of June 30, 1999 and December 31, 1998.....................4
Statements of Cash Flows for the six-month periods
ended June 30, 1999 and 1998.................................................5
Notes to Financial Statements................................................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.........................................10
PART II. OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security Holders.........................15
Item 6. Exhibits and Reports on Form 8-K............................................15
Signatures....................................................................................16
</TABLE>
2
<PAGE> 3
NOVAVAX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998* 1999 1998*
---- ----- ---- -----
<S> <C> <C> <C> <C>
Revenues $ 252 $ 120 $ 328 $ 325
-------------- --------------- --------------- --------------
Operating expenses:
General and administrative 531 725 999 1,262
Research and development 627 673 1,124 1,268
-------------- --------------- --------------- --------------
Total operating expenses 1,158 1,398 2,123 2,530
-------------- --------------- --------------- --------------
Loss from operations (906) (1,278) (1,795) (2,205)
Interest income, net 22 129 30 222
-------------- --------------- --------------- --------------
Net loss (884) (1,149) (1,765) (1,983)
Dividend on preferred stock - (81) - (136)
Deemed dividend on preferred stock - (1,104) - (1,583)
Accretion of offering cost - (61) - (102)
-------------- --------------- --------------- --------------
Loss applicable to common stockholders $ (884) $ (2,395) $ (1,765) $ (3,804)
============== =============== =============== ==============
Per share information (basic and diluted):
Loss applicable to common stockholders $ (.06) $ (.20) $ (.13) $ (.33)
============== =============== =============== ==============
Weighted average number of common
shares outstanding (basic and diluted) 14,747,719 11,891,507 14,000,418 11,389,929
============== =============== =============== ==============
</TABLE>
*As restated, see Note 4
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 4
NOVAVAX, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE INFORMATION)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
-------------------- ---------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,776 $ 1,031
Accounts receivable 157 138
Prepaid expenses and other current assets 28 38
-------------------- ---------------------
Total current assets 2,961 1,207
Property and equipment, net 967 1,020
Patent costs, net 1,597 1,590
Other assets 15 2
-------------------- ---------------------
Total assets $ 5,540 $ 3,819
==================== =====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Capital lease obligations, current maturities $ 18 $ 36
Accounts payable 249 793
Accrued payroll 32 29
-------------------- ---------------------
Total current liabilities 299 858
-------------------- ---------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 2,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, $.01 par value, 30,000,000 shares authorized;
14,978,889 and 13,253,118 issued and outstanding at
June 30, 1999 and December 31, 1998, respectively 150 133
Additional paid-in capital 45,253 41,231
Accumulated deficit (40,152) (38,388)
Deferred compensation on stock options granted (10) (15)
-------------------- ---------------------
Total stockholders' equity 5,241 2,961
-------------------- ---------------------
Total liabilities and stockholders' equity $ 5,540 $ 3,819
==================== =====================
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE> 5
NOVAVAX, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998*
-------------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,765) $ (1,983)
Reconciliation of net loss to net cash used by
operating activities:
Non-cash compensation expense 5 5
Depreciation and amortization 139 132
Issuance of stock to 401(k) plan - 10
Changes in operating assets and liabilities:
Accounts receivable (19) 180
Prepaid expenses and other assets (3) 139
Accounts payable and accrued expenses (541) (45)
------------ -----------
Net cash used by operating activities (2,184) (1,562)
------------ -----------
Cash flows from investing activities:
Capital expenditures (21) (123)
Deferred patent costs (71) (63)
------------ -----------
Net cash used by investing activities (92) (186)
------------ -----------
Cash flows from financing activities:
Payment of capital lease obligations (18) (15)
Issuance of common stock 4,128 -
Issuance of preferred stock - 6,500
Offering costs (174) (502)
Proceeds from the exercise of stock options 85 271
------------ -----------
Net cash provided by financing activities 4,021 6,245
------------ -----------
Net change in cash and cash equivalents 1,745 4,497
Cash and cash equivalents at beginning of period 1,031 3,847
------------ -----------
Cash and cash equivalents at end of period $ 2,776 $ 8,344
============ ===========
</TABLE>
*As restated, see Note 4
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE> 6
NOVAVAX, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Novavax and its wholly owned subsidiaries, Micro-Pak, Inc., Micro Vesicular
Systems, Inc. and Lipovax, Inc. All significant intercompany accounts and
transactions have been eliminated in consolidation. These statements have been
prepared by Novavax, Inc., without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission, and reflect all adjustments, which,
in the opinion of management, are necessary for a fair presentation of the
results for the interim periods presented. All such adjustments are of a normal
recurring nature.
Certain information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted pursuant to such rules and regulations, although
the Company believes the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements
and the notes thereto in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
2. FINANCING REQUIREMENTS
Past spending levels are not necessarily indicative of future spending. The
Company will seek to establish one or more collaborations with industry
partners to defray the costs of clinical trials and other related activities.
Novavax will also seek to obtain additional funds through public or private
equity or debt financings, collaborative arrangements with pharmaceutical
companies or from other sources. If adequate funds are not available, Novavax
may be required to significantly delay, reduce the scope of or eliminate one or
more of its research or development programs, or seek alternative measures.
Currently, Novavax estimates that its existing cash resources will be
sufficient to finance its operations at current and projected levels of
development activity for the next 6 to 7 months.
6
<PAGE> 7
NOVAVAX, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. FINANCING TRANSACTION
In April 1999, the Company entered into Stock and Warrant Purchase Agreements
for the private placement of 1,651,100 shares of its Common Stock to accredited
investors (the "Private Placement"). One of the principals of one of the
investors is also a director of the Company. The issuance price of the Common
Stock was $2.50 per share. Each share was sold together with a non-transferable
warrant for the purchase of .25 additional shares at an exercise price of
$3.75. The warrants have a three-year term. Gross proceeds from the Private
Placement were $4,128,000. Placement agent fees were paid with cash of $107,000
and 42,933 shares of the Company's Common Stock, which were issued together
with non-transferable warrants for the purchase of 10,733 shares of the
Company's Common Stock at an exercise price of $3.75. These warrants have a
three-year term. Additionally, non-transferable warrants for the purchase of
143,000 shares of the Company's Common Stock, with an exercise price of $3.00
per share and a three-year term, were issued to the placement agent. The fair
market value of these warrants was approximately $211,000. Other costs
connected with the Private Placement, including legal, accounting, stock
exchange listing and registration fees, were approximately $67,000. Net
proceeds to the Company from the Private Placement were approximately
$4,000,000.
4. QUARTERLY RESULTS OF OPERATIONS
The consolidated results of operations included in the Company's 1998 Form
10-Qs for the periods ended March 31, June 30 and September 30, 1998, were
restated at December 31, 1998, to account for, in accordance with Topic D-60,
the beneficial conversion feature relating to the Preferred Stock issued in
January 1998. In Topic D-60 the SEC staff addressed the issuance of convertible
preferred stock with a non-detachable conversion feature that is "in the money"
at the date of issue (a "beneficial conversion feature"). Topic D-60 requires
the beneficial conversion feature be recognized and measured by allocating a
portion of the proceeds equal to the intrinsic value of that feature to
additional paid-in capital. For convertible preferred securities, the SEC staff
believes that any discount resulting from an allocation of proceeds to the
beneficial conversion feature is analogous to a dividend and should be
recognized as a return to the preferred stockholders over the minimum period in
which the preferred stockholders can realize the return of the beneficial
conversion. The original amount of $455,000 allocable to the beneficial
conversion feature recorded as a charge to accumulated deficit by the Company
in its June 30, 1998 Form 10-Q was in error. The correct amount is $1.58
million, which has been recorded to additional paid-in capital and recognized
as a charge to accumulated deficit. The original amount attributable to the
beneficial conversion was recognized as a return to the preferred stockholders
in the first quarter of 1998. The restated amount has been recognized over 180
days, the minimum period in which the preferred stockholders can realize the
maximum beneficial conversion. In addition, with respect to the preferred stock
the Company did not properly accrue the related dividends or accrete the
offering costs in the appropriate quarters during 1998. The restated amounts
recognize the dividends as earned and offering cost have been accreted.
7
<PAGE> 8
NOVAVAX, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. QUARTERLY RESULTS OF OPERATIONS, CONTINUED
Results of operations, as previously reported and as restated, for the three
and six month periods ended June 30, 1998, with the respective effect of the
restatements, are as follows (in thousands, except per share information):
<TABLE>
<CAPTION>
THREE MONTHS ENDED AS PREVIOUSLY AS INCREASE
JUNE 30, 1998 REPORTED RESTATED (DECREASE)
<S> <C> <C> <C>
Revenues $ 120 $ 120 $ -
Loss from operations (1,278) (1,278) -
Net loss (1,159) (1,149) (10)
Deemed dividend on preferred
stock - (1,104) 1,104
Dividend on preferred stock - (81) 81
Accretion of preferred stock
offering costs - (61) 61
Loss applicable to common
stockholders $ (1,159) $ ( 2,395) $ 1,236
Basic and diluted loss per
share $ (.10) $ (.20) $ .10
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED AS PREVIOUSLY AS INCREASE
JUNE 30, 1998 REPORTED RESTATED (DECREASE)
<S> <C> <C> <C>
Revenues $ 325 $ 325 $ -
Loss from operations (2,205) (2,205) -
Net loss (1,993) (1,983) (10)
Deemed dividend on preferred
stock (455) (1,583) 1,128
Dividend on preferred stock - ( 136) 136
Accretion of preferred stock
offering costs - (102) 102
Loss applicable to common
stockholders $ (2,448) $ (3,804) $ 1,356
Basic and diluted loss per
share $ (.21) $ (.32) $ .11
</TABLE>
8
<PAGE> 9
NOVAVAX, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. ACQUISITION OF BIOMEDICAL SERVICES LABORATORIES
On August 10, 1999, the Company acquired substantially all of the assets
(excluding cash and accounts receivable) of the Biomedical Services Laboratory
("BSL") division of DynCorp of Reston, Virginia for $592,000 in cash. In
addition, DynCorp entered into a five-year non-competition agreement, for which
Novavax will make four quarterly payments of $37,000 each, commencing on
November 10, 1999. The research and development activities of BSL are conducted
in a leased 12,000 square foot facility located in Rockville, Maryland. The
acquisition will be accounted for under the purchase method of accounting for
business combinations.
9
<PAGE> 10
NOVAVAX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion may contain statements that are not purely historical.
Certain statements contained herein or as may otherwise be incorporated by
reference herein constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include but are not limited to statements regarding future product
development and related clinical trials and statements regarding future
research and development. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Such factors include, among other things, the following: general economic and
business conditions; competition; unexpected changes in technologies and
technological advances; ability to obtain rights to technology; ability to
obtain and enforce patents; ability to commercialize and manufacture products;
statements regarding establishment of commercial-scale manufacturing
capabilities; statements regarding future collaboration with industry partners;
results of pre-clinical studies; research and development activities; business
abilities and judgment of personnel; availability of qualified personnel;
changes in, or failure to comply with, governmental regulations; ability to
obtain adequate financing in the future; and other factors referenced herein.
All forward-looking statements contained in this document are based on
information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward-looking statements.
Accordingly, past results and trends should not be used to anticipate future
results or trends.
The following is a discussion of the historical consolidated financial
condition and results of operations of Novavax, Inc. and its subsidiaries and
should be read in conjunction with the consolidated financial statements and
notes thereto set forth in this Form 10-Q. 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 Annual Report on Form
10-K for the year ended December 31, 1998.
RESULTS OF OPERATIONS
The Company has incurred net losses since its inception from the development of
its technologies for human pharmaceuticals, vaccines and vaccine adjuvants.
Novavax expects the losses to increase in the near-term as it conducts
additional human clinical trials and seeks regulatory approval for its product
candidates. The Company also expects to continue to incur substantial operating
losses over the extensive time period required to develop the Company's
products, or until such time as revenues, to offset the costs, are sufficient
to fund its operations.
10
<PAGE> 11
NOVAVAX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO 1998
The net loss was $884,000, compared to $1,149,000 for 1998. In 1998, charges
for a dividend, a deemed dividend and offering costs totaling $1,246,000,
related to the mandatorily-convertible preferred stock, resulted in a loss
applicable to common stockholders for the three months ended June 30, 1998 of
$2,395,000. There were no similar charges for the three months ended June 30,
1999.
Revenues of $252,000 were recognized during the three months ended June 30,
1999, compared to $120,000 for the same period in the prior year. Revenues
include an initial payment made under a vaccine adjuvant license agreement with
Cantab Pharmaceuticals and payments made under ongoing research contracts,
principally with the University of Michigan for microbicides. Quarterly
fluctuations in revenues result from numerous factors including the timing of
contracts with industry partners and completion of research and products due
under these contracts.
General and administrative expenses were $531,000 for the three months ended
June 30, 1999, compared to $725,000 incurred for the same period in 1998. The
$194,000 or 27% decrease in these expenses related to reduced salaries expense
due to a reduction in the number of employees and investor relation costs. The
Company expects to increase the number of administrative employees during the
remainder of 1999.
Research and development expenses were $627,000 and $673,000 for the three
months ended June 30, 1999 and 1998, respectively. This $46,000 or 7% reduction
in these expenses relates principally to manufacturing costs incurred during
the second quarter of 1998 for products used in the Company's clinical trials.
Similar costs were not incurred during the same period of 1999, however, the
Company anticipates that costs to manufacture materials for and to conduct its
planned Phase III clinical trial for Estrasorb will be incurred during the
remainder of 1999.
Net interest income was $22,000 and $129,000 for the three months ended June
30, 1999 and 1998, respectively. The reduction in the interest income relates
to lower average cash balances during the second quarter of 1999 compared to
the same period in the prior year.
11
<PAGE> 12
NOVAVAX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO 1998
The net loss was $1,765,000, compared to $1,983,000 for 1998. In 1998, charges
for a dividend, a deemed dividend and offering costs totaling $1,821,000,
related to the mandatorily-convertible preferred stock, resulted in a loss
applicable to common stockholders for the six months ended June 30, 1998 of
$3,804,000. There were no similar charges for the six months ended June 30,
1999.
Revenues of $328,000 were recognized during the six months ended June 30, 1999,
compared to $325,000 for the same period in the prior year. Revenues include an
initial payment made under a vaccine adjuvant license agreement and payments
made under ongoing research contracts.
General and administrative expenses were $999,000 for the six months ended June
30, 1999, compared to $1,262,000 incurred for the same period in 1998. The
$263,000 or 21% decrease in these expenses related to reduced salaries expense
due to a reduction in the number of employees and investor relation costs. The
Company expects to increase the number of administrative employees during the
remainder of 1999.
Research and development expenses were $1,124,000 and $1,268,000 for the six
months ended June 30, 1999 and 1998, respectively. This $144,000 or 11%
reduction in these expenses related principally to manufacturing costs incurred
during the first six months of 1998 for products used in the Company's clinical
trials. Similar costs were not incurred during the same period of 1999, however
the Company anticipates that costs to manufacture materials for and conduct its
planned clinical trials will be incurred during the remainder of 1999.
Net interest income was $30,000 and $222,000 for the six months ended June 30,
1999 and 1998, respectively. The reduction in the interest income relates to
lower average cash balances during the first six months of 1999 compared to the
same period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Novavax's capital requirements depend on numerous factors, including but not
limited to the progress of its research and development programs, the progress
of pre-clinical and clinical testing, the time and costs involved in obtaining
regulatory approvals, the costs of filing, prosecuting, defending and enforcing
any patent claims and other intellectual property rights, competing
technological and market developments, and changes in Novavax's development and
commercialization activities and arrangements. The Company has three products
in clinical trials. Future activities including clinical development and the
establishment of commercial-scale manufacturing capabilities are subject to the
Company's ability to raise funds through equity financing or collaborative
arrangements with industry partners.
12
<PAGE> 13
NOVAVAX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The Company used $2,184,000 during the six month period ended June 30, 1999 to
fund the activities of its research and development programs and costs
associated with obtaining regulatory approvals, pre-clinical and clinical
testing and to reduce its accounts payable balance by $541,000. Cash balances
available to the Company funded these amounts.
Cash and cash equivalents on June 30, 1999 totaled $2,776,000. Novavax
estimates that based on historical levels of spending and revenues, existing
cash resources will be sufficient to finance its operations for approximately 8
to 9 months from June 30, 1999. Past spending levels are not necessarily
indicative of future spending. Future expenditures for product development
especially related to outside testing and human clinical trials are
discretionary and, accordingly, can be adjusted to available cash. As the
Company continues to progress in its clinical development activities and
commercial scale-up of product manufacturing, it anticipates increases in
spending associated with these activities. Moreover, the Company will seek to
establish one or more collaborations with industry partners to defray the costs
of clinical trials and other related activities. Novavax will also consider
sources of additional funds through public or private equity or debt financing,
collaborative arrangements with pharmaceutical companies or from other sources.
There can be no assurance that additional funding or bank financing will be
available at all or on acceptable terms to permit successful commercialization
of Novavax's technologies and products. If adequate funds are not available,
Novavax may be required to significantly delay, reduce the scope of or
eliminate one or more of its research or development programs, or seek
alternative measures including arrangements with collaborative partners or
others that may require Novavax to relinquish rights to certain of its
technologies, product candidates or products.
On August 10, 1999, the Company acquired substantially all of the assets
(excluding cash and accounts receivable) of the Biomedical Services Laboratory
("BSL") division of DynCorp of Reston, Virginia for $592,000 in cash. In
addition, DynCorp entered into a five-year non-competition agreement, for which
Novavax will make four quarterly payments of $37,000 each, commencing on
November 10, 1999. The research and development activities of BSL are conducted
in a leased 12,000 square foot facility located in Rockville, Maryland. The
acquisition will be accounted for under the purchase method of accounting for
business combinations.
13
<PAGE> 14
NOVAVAX, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION
YEAR 2000
The Company has evaluated and worked to resolve the potential impact of the
Year 2000 on the Company's computerized information systems ability to
accurately process information that may be date-sensitive. Any of the Company's
programs that recognize a date using "00" as the year 1900 rather than the year
2000, could result in errors or system failures. The Company primarily uses
personal computers for administrative and accounting systems. In addition, the
Company has certain laboratory equipment with microprocessors.
Along with a review of the hardware and software employed by the Company, our
business partners and suppliers have been surveyed to determine their Year 2000
readiness. A list of such business partners and suppliers that have a material
relationship with the Company has been compiled. The Company is currently in
the process of seeking information from these third parties regarding their
state of readiness for Year 2000 compliance. The Company considers many of its
relationships with these third parties to be of a material nature, such that if
these third parties were unable to become Year 2000 compliant, the Company
would be adversely affected. These relationships encompass many areas that
affect the Company's ability to do business including, but not limited to,
financial institutions, utility companies and contract manufacturers.
The Company does not believe that it will incur material incremental costs in
its efforts to address this issue and has not incurred incremental costs to
date. The Company has not been given any indication that its business partners
and suppliers will not be Year 2000 compliant by the Year 2000. The Company
plans to continue, on a timely basis, to monitor and address any significant
Year 2000 issues and will update estimates accordingly.
14
<PAGE> 15
NOVAVAX, INC. AND SUBSIDIARIES
PART II OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Stockholders held on June 8, 1999, the
following proposals were adopted by the vote specified below:
1. To elect the following nominees as Class I Directors to server on the
Board of Directors for a three year term expiring at the Annual
Meeting of Stockholders in 2002.
<TABLE>
<CAPTION>
FOR ABSTAIN
<S> <C> <C>
Ronald A. Schiavone 10,123,115 1,418,310
Ronald H. Walker 10,123,515 1,417,910
Denis M. O'Donnell 10,123,515 1,417,910
</TABLE>
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the current fiscal year ending December
31, 1999.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C>
10,035,443 1,391,076 114,906
</TABLE>
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
None
15
<PAGE> 16
NOVAVAX, INC. AND SUBSIDIARIES
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 duly authorized.
NOVAVAX, INC.
(Registrant)
Date: August 11, 1999 By: /s/ Donald J. MacPhee
---------------------------
Donald J. MacPhee
Vice President and Treasurer
Chief Financial Officer
(Principal Financial and Accounting
Officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,776
<SECURITIES> 0
<RECEIVABLES> 157
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,961
<PP&E> 1,732
<DEPRECIATION> (765)
<TOTAL-ASSETS> 5,540
<CURRENT-LIABILITIES> 299
<BONDS> 0
0
0
<COMMON> 150
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,540
<SALES> 328
<TOTAL-REVENUES> 328
<CGS> 0
<TOTAL-COSTS> 2,123
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,765)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,765)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,765)
<EPS-BASIC> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
