DYNAVAX TECHNOLOGIES CORP 8-K

What Happened

• Dynavax Technologies filed an 8-K (Feb 10, 2026) reporting that, as a result of a Merger (the “Merger”), it entered into first supplemental indentures for its 2.50% Convertible Senior Notes due 2026 and its 2.00% Convertible Senior Notes due 2030 that materially change conversion rights. The Merger constitutes a Share Exchange Event, a Fundamental Change and a Make-Whole Fundamental Change under the indentures, effective as of the Closing Date.
• Under the supplemental indentures, conversion of both series of Notes is now settled in cash: each $1,000 principal amount of Notes converts into an amount of cash equal to the applicable Conversion Rate multiplied by $15.50 (the stated Offer Price), with a unit of Reference Property defined as $15.50. Cash conversion payments will be made to converting holders on the second Business Day after the applicable Conversion Date.

Key Details

• 2026 Notes outstanding on Closing Date: approximately $40.2 million principal; 2030 Notes outstanding: $225.0 million principal.
• Cash conversion mechanics: conversion amount = Conversion Rate (subject to contractual adjustments, including make-whole increases) × $15.50; Daily VWAP for a unit of Reference Property set at $15.50.
• Payment timing: Company will satisfy conversion obligations in cash on the second Business Day after the Conversion Date.
• Corporate documents: the company’s certificate of incorporation and bylaws were amended and restated at the Effective Time (filed as Exhibits 3.1 and 3.2); supplemental indentures filed as Exhibits 4.1 and 4.2.

Why It Matters

• For noteholders: conversion rights have shifted from receiving equity (or a mix of cash/stock per prior terms) to a defined cash-only settlement at the specified $15.50 reference price, changing the economics and liquidity of converting the Notes. Make-whole and other contractual adjustments still apply and can affect final cash amounts.
• For shareholders and potential acquirers: the Merger and restated charter/bylaws reflect a change in control and corporate governance that may affect future equity rights and corporate actions.
• Investors should review the supplemental indentures, the Merger Agreement and the amended charter/bylaws (filed as exhibits) to understand the exact conversion calculations, timing, and any make-whole adjustments before making investment decisions.