UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February ~~December 11~~19, ~~2023~~2024

ICOSAVAX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40655	82-3640549
(State or other jurisdictionof incorporation or organization)	(CommissionFile Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1930 Boren Avenue, Suite 1000

Seattle, Washington 98101

(Address of principal executive offices) (Zip Code)

(206) 737-0085

(Registrant’s telephone number, include area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ICVX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒x

Item 12.01 ~~Entry~~Completion ~~Into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

As previously disclosed, Icosavax, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with AstraZeneca Finance and Holdings Inc. (“Parent”) and Parent’s wholly-owned subsidiary, Isochrone Merger Sub Inc. (“Merger Sub”), on December 11, 2023.

OnPursuant ~~December 11,~~to ~~2023, Icosavax, Inc., a Delaware corporation (~~the ~~Company~~Merger ~~or Icosavax)~~Agreement, ~~entered into an Agreement~~ and ~~Plan~~upon ~~of Merger (~~the ~~Merger~~terms ~~Agreement) with AstraZeneca Finance~~ and ~~Holdings~~subject ~~Inc.,~~to the aconditions ~~Delaware corporation (Parent)~~thereof, ~~and~~on ~~Isochrone Merger Sub Inc.~~December 27, ~~a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub)~~2023, ~~pursuant to which~~ Merger Sub ~~will~~commenced ~~conduct~~ a ~~cash~~ tender offer (the “Offer”) to acquire any and all of the outstanding shares of ~~the~~ common stock, par value $0.0001 per share (the “Shares”), of the Company, for (i) $15.00 in cash per Share, subject to applicable withholding taxes and without interest (the “Closing Amount”), plus (ii) one contingent value right (each, a “CVR”) per Share, representing the right to receive a non-tradeable contingent payment of up to $5.00 in cash (the Closing Amount and one CVR, collectively, or any greater amount per Share that may be paid pursuant to the Offer, being hereinafter referred to as the “Offer Price”), subject to applicable withholding taxes and without interest, upon achievement of any of the milestones specified in, and on the other terms and subject to the other conditions set forth in, the ~~CVR~~contingent ~~Agreement~~value ~~(as~~rights ~~defined~~agreement ~~below~~entered into by and between Parent and Equiniti Trust Company, LLC (the “CVR Agreement”). on February 19, 2024.

AtThe orOffer ~~prior~~and torelated ~~the~~withdrawal ~~time~~rights expired as scheduled at ~~which~~one minute ~~Merger~~after ~~Sub~~11:59 ~~accepts~~p.m., ~~the~~New ~~Shares~~York ~~tendered~~City intime, ~~the~~on ~~Offer~~February 16, ~~for~~2024 ~~purchase~~(such date and time, ~~Parent~~the “Expiration Time”), and athe ~~rights~~Offer ~~agent~~was ~~mutually~~not ~~agreeable~~extended. toMerger ~~Parent~~Sub ~~and~~was ~~the~~advised by Equiniti Trust Company, ~~will~~LLC, ~~enter~~the ~~into~~depositary afor ~~contingent~~the ~~value~~Offer, ~~rights~~that, ~~agreement~~as (of the Expiration ~~CVR Agreement)~~Time, a ~~form~~total of ~~which~~35,912,932 isShares ~~attached~~had been validly tendered and not validly withdrawn pursuant to the ~~Merger Agreement~~Offer, ~~governing~~representing approximately 70.7% of the ~~terms~~outstanding Shares as of the ~~CVRs~~Expiration Time. ~~Each~~As ~~CVR~~of ~~entitles~~ the ~~holder~~Expiration ~~thereof~~Time, tothe ~~receive~~number aof ~~cash~~Shares ~~payment~~validly oftendered and ~~(i)~~not ~~$4.00,~~validly ~~subject~~withdrawn pursuant to ~~applicable~~the ~~withholding~~Offer ~~taxes~~satisfied ~~and~~the ~~without~~Minimum ~~interest,~~Condition if(as defined in the Merger Agreement), and ~~only~~all ~~if,~~other conditions to the ~~U.S.~~Offer ~~Food~~were ~~and~~satisfied. ~~Drug~~Promptly ~~Administration~~after ~~(FDA)~~the ~~approves~~expiration of the ~~Company’s~~Offer, ~~candidate~~Merger ~~vaccine,~~Sub ~~IVX-A12,~~accepted ~~any~~all ~~vaccine~~Shares ~~incorporating~~validly ~~IVX-A12,~~tendered orand ~~any~~not ~~vaccine~~validly withdrawn ~~covered~~pursuant byto the ~~Company’s~~Offer ~~patent~~and ~~rights~~will ~~(each~~promptly apay ~~Product)~~ for ~~use~~all inShares accepted pursuant to the ~~prevention~~Offer. Parent completed the acquisition of ~~diseases~~the orCompany ~~conditions~~on ~~caused~~February 19, 2024, by ~~respiratory~~causing ~~syncytial~~Merger ~~virus~~Sub ~~(RSV)~~to merge with and ~~any~~into ~~disease~~the orCompany ~~condition~~(the ~~caused~~“Merger”) pursuant byto ~~human~~the ~~metapneumovirus~~Merger ~~(hMPV)~~Agreement orwithout ~~human~~a ~~parainfluenza~~vote ~~virus~~of 3,the Company stockholders in anaccordance ~~older~~with ~~adult~~Section 251(h) of ~~population,~~the ~~regardless~~General Corporation Law of ~~whether~~the ~~such~~State ~~approved~~of ~~Product~~Delaware ~~has~~(the ~~FDA~~“DGCL”). ~~approval~~At asthe aEffective ~~combination~~Time, ~~product~~Merger ~~for~~Sub ~~use~~was inmerged with and into the ~~prevention~~Company, ofthe ~~additional~~separate ~~other~~existence ~~diseases~~of orMerger ~~conditions~~Sub ~~prior~~ceased toand the ~~sixth~~Company ~~anniversary~~continued as a wholly owned subsidiary of Parent (the “Surviving Corporation”). At the effective time of the Merger (asthe ~~defined~~“Effective ~~below~~Time”) ~~and (ii) $1.00~~, ~~subject~~each toShare ~~applicable~~issued ~~withholding taxes~~ and ~~without~~outstanding immediately ~~interest,~~prior ~~if,~~to ~~and~~the ~~only~~Effective ~~if,~~Time a(other ~~Selling~~than ~~Entity~~Shares (asi) owned ~~defined~~by in the ~~CVR~~Company, ~~Agreement)~~Parent, ~~achieves~~Merger ~~$200 million~~Sub ~~cumulative~~or ~~net~~any ~~sales~~direct or indirect wholly owned subsidiary of ~~all~~Parent ~~Products~~or inMerger ~~the~~Sub ~~aggregate~~prior into the ~~European~~Effective ~~Union~~Time, ~~the~~(ii) irrevocably ~~United~~accepted ~~Kingdom~~for ~~and~~payment ~~Canada~~pursuant ~~prior~~ to the Offer, ~~seventh~~or ~~anniversary~~(iii) held ofby ~~the~~any ~~effective~~stockholder ~~time~~who ofis ~~the~~entitled ~~Merger.~~to ~~The~~demand ~~foregoing~~and ~~description~~has ofproperly demanded the ~~CVR~~appraisal ~~Agreement~~of ~~does~~such ~~not~~Shares ~~purport~~in toaccordance with, ~~be complete~~ and isin ~~qualified~~compliance in ~~its~~all ~~entirety~~respects bywith, the ~~full~~DGCL) ~~text~~was ofautomatically ~~the~~canceled ~~CVR~~and ~~Agreement,~~extinguished aand ~~form~~converted ofinto ~~which~~the isright ~~included~~to as receive an ~~annex~~amount in cash equal to the ~~Merger~~Offer ~~Agreement~~Price ~~attached~~(including ~~hereto~~the asCVR), ~~Exhibit~~without ~~2.1~~interest and ~~which~~subject isto ~~incorporated~~applicable bywithholding, ~~reference~~from ~~herein.~~Merger Sub.

~~The~~In ~~Company’s~~addition, ~~Board~~pursuant to the terms of ~~Directors~~the (Merger Agreement, immediately prior to the ~~Board~~Effective Time, (i) each ~~unanimously~~Company ~~determined~~stock option to purchase Shares with a per Share exercise price less than $15.00 (each, an “In the Money Option”) that was outstanding as of immediately prior to the Effective Time accelerated and became fully vested and was by virtue of the Merger ~~Agreement~~automatically canceled and terminated and converted into the ~~transactions~~right ~~contemplated~~to byreceive, subject to the terms of the Merger Agreement, ~~including~~(a) an amount in cash (without interest) equal to the ~~Offer~~product ~~and~~obtained by multiplying (1) the aggregate ~~Merger~~number of Shares underlying such In the Money Option immediately prior to the Effective Time by (2) an amount equal to (A) the Closing Amount less (B) the per Share exercise price of such In the Money Option, ~~are~~plus ~~advisable~~(b) one CVR with respect to each Share subject to such In the Money Option immediately prior to the Effective Time, ~~fair~~(ii) each Company stock option to ~~and~~purchase Shares inwith a per Share exercise price equal to or greater than $15.00 but less than $20.00 (each, an “Out of the ~~best~~Money ~~interests~~Option”) that was outstanding as of immediately prior to the ~~Company~~Effective Time accelerated and ~~its~~became ~~stockholders~~fully vested and ~~declared~~was itby ~~advisable~~virtue ~~for~~of the ~~Company~~Merger automatically tocanceled ~~enter~~and terminated and converted into the right to receive, subject to the terms of the Merger Agreement, ~~approved~~an amount in cash (without interest), if any, from Parent, if and ~~declared~~when ~~advisable~~(and ~~the~~only ~~execution~~if and ~~delivery~~when) bypayments ~~the~~in ~~Company~~respect of CVRs are required to be made (and in all events within such period of time after achievement of the ~~Merger~~applicable milestone specified in the CVR Agreement,) equal to the ~~performance~~product obtained by multiplying (a) the ~~Company~~aggregate number of ~~its~~Shares ~~covenants~~underlying ~~and~~such ~~agreements~~Out ~~contained~~of inthe Money Option immediately prior to the ~~Merger~~Effective ~~Agreement~~Time ~~and~~by (b) the ~~consummation~~amount by which (1) the sum of the ~~Offer~~Closing ~~and~~Amount plus the ~~Merger~~aggregate ~~and~~amount paid per CVR exceeds (2) the ~~other~~per ~~transactions~~Share ~~contemplated~~exercise price of such Out of the Money Option, (iii) each Company stock option to purchase Shares with a per Share exercise price equal to or greater than $20.00 that was outstanding as of immediately prior to the Effective Time by virtue of the Merger ~~Agreement~~was ~~upon~~automatically ~~the~~canceled ~~terms~~and terminated with no consideration payable therefor, and (iv) each Company restricted stock unit that was not subject to ~~the~~performance-based vesting conditions ~~contained~~and ineach ~~the~~restricted ~~Merger~~stock ~~Agreement~~unit that was subject to performance-based vesting conditions (each, ~~and~~a ~~recommended~~“Company PSU”), in each case that ~~the~~was ~~stockholders~~outstanding as of immediately prior to the ~~Company~~Effective Time, ~~accept~~accelerated and became fully vested and was by virtue of the ~~Offer~~Merger automatically canceled and ~~tender~~terminated ~~their~~and ~~Shares~~converted into the right to receive, subject to the terms of the Merger ~~Sub~~Agreement ~~pursuant~~(assuming achievement in full of all performance objectives contained in the Company PSUs), both (a) an amount in cash (without interest) equal to the ~~Offer~~Closing Amount and (b) one CVR.

The ~~Offer,~~foregoing ~~once~~description ~~commenced, will initially remain open for a minimum~~ of ~~20 business days, subject to certain possible extensions on~~ the ~~terms set forth in the~~ Merger Agreement ~~(as~~and itthe ~~may~~transactions contemplated bethereby sodoes ~~extended,~~not ~~the~~purport ~~Expiration~~to ~~Time).~~be Ifcomplete atand ~~the~~is ~~applicable~~qualified ~~Expiration~~in ~~Time~~its ~~any~~entirety ofby ~~the~~reference ~~conditions~~ to the ~~Offer have not been satisfied or waived, then~~ Merger ~~Sub may (and if requested by the Company~~Agreement, ~~shall)~~a ~~extend~~copy ~~the Offer for one or more consecutive periods~~ of which upis tofiled ~~ten~~as ~~business~~Exhibit 2.1 ~~days~~ to ~~permit~~ the ~~satisfaction~~Current ofReport ~~all~~on ~~Offer~~Form 8-K ~~conditions,~~filed ~~except~~with ~~that if~~ the ~~sole~~Securities ~~remaining~~and ~~unsatisfied~~Exchange ~~Offer~~Commission ~~condition is~~ (the ~~Minimum Condition (as defined below~~“SEC”), by ~~Merger Sub will only be required to extend~~ the ~~Offer~~Company on upDecember 12, to2023 ~~three~~and ~~occasions~~is ofincorporated ~~ten~~by ~~business~~reference ~~days each~~herein.

~~Promptly~~The ~~following~~information ~~the~~set ~~consummation~~forth ofin ~~the~~Items ~~Offer,~~5.01 ~~Merger Sub will merge with~~ and ~~into~~5.03 ~~the~~of ~~Company~~this ~~(the~~Current ~~Merger)~~Report on ~~pursuant to Section~~Form ~~251(h)~~8-K ofis ~~the~~incorporated ~~Delaware~~by ~~General~~reference ~~Corporation~~into ~~Law~~this ~~(the~~Item ~~DGCL) with the Company as the surviving corporation (the Surviving Corporation)~~2. 01.

~~Merger~~Item ~~Sub’s~~3.01 ~~obligation~~Notice toof ~~purchase~~Delisting ~~the~~or ~~Shares~~Failure ~~validly tendered and not validly withdrawn pursuant~~ to ~~the~~Satisfy ~~Offer~~a isContinued ~~subject~~Listing toRule ~~the satisfaction~~ or ~~waiver~~Standard; ofTransfer ~~customary conditions, including, among others, (i) there being validly tendered and not validly withdrawn immediately prior to the Expiration Time a number~~ of ~~Shares that, together with any Shares~~ Listing

~~held~~The byinformation ~~Parent,~~set ~~Merger~~forth Sub or any of their direct or indirect wholly owned subsidiaries, represents at least one more Share than 50% of the total number of all then outstanding Shares as of immediately prior to the Expiration Time (the Minimum Condition), (ii) the absence of any law or order that prohibits consummation of the Offer or the Merger or that has the effect of making the Offer or Merger illegal, (iii) the accuracy of the representations and warranties of the Company contained in ~~the~~Item ~~Merger~~2.01 Agreement, subject to customary materiality standards, (iv) the Company’s compliance and performance in all material respects with its covenants and agreements contained in the Merger Agreement, other than any failure of ~~compliance~~this orCurrent ~~performance~~Report ~~which~~on ~~has been cured prior to the Effective Time (as defined below), and (v)~~Form ~~the~~8-K is ~~absence~~incorporated ofby ~~any~~reference ~~continuing~~into ~~event,~~this development or circumstance that has occurred since the date of the Merger Agreement that has had or would reasonably be expected to have a material adverse effect on the Company, as well as other customary conditions set forth in Annex A to the Merger AgreementItem 3. 01.

AtIn ~~the~~connection ~~effective~~with ~~time~~the consummation of the ~~Merger~~Offer (and the ~~Effective Time)~~Merger, ~~each~~the Company ~~Share~~notified ~~that~~The isNasdaq ~~issued~~Global ~~and~~Select ~~outstanding~~Market ~~immediately~~(“Nasdaq”) ~~prior~~of to the ~~Effective~~consummation ~~Time~~of ~~(other~~the ~~than~~Merger ~~Shares~~and ~~(i) owned~~requested bythat Nasdaq file with the ~~Company,~~SEC ~~Parent,~~a ~~Merger~~notification ~~Sub~~of orremoval ~~any~~from ~~direct~~listing and/or ~~indirect~~registration ~~wholly~~on ~~owned~~Form 25 ~~subsidiary~~to ofeffect ~~Parent~~the ordelisting ~~Merger~~of ~~Sub~~all ~~prior~~Shares tofrom Nasdaq and the ~~Effective~~deregistration ~~Time,~~of such Shares under Section 12(iib) ~~irrevocably~~of ~~accepted~~the ~~for~~Securities ~~payment~~Exchange ~~pursuant~~Act toof ~~the Offer~~1934, oras amended (~~iii~~the “Exchange Act”) ~~held~~. byNasdaq ~~any~~is ~~stockholder~~expected ~~who~~to isfile ~~entitled~~the toForm 25 ~~demand~~with ~~and~~the ~~has~~SEC ~~properly~~on ~~demanded~~February 20, ~~the~~2024 ~~appraisal~~and trading of ~~such~~ Shares inis ~~accordance~~expected to ~~with,~~be ~~and~~suspended ineffective ~~compliance~~prior into ~~all~~the ~~respects~~open ~~with~~of trading on February 20, ~~the~~2024. ~~DGCL)~~The ~~will~~Company beintends ~~automatically~~to ~~canceled~~file ~~and~~a ~~extinguished~~certification and ~~converted~~notice of ~~into~~termination ~~the~~of ~~right~~registration toon ~~receive~~Form 15 anwith ~~amount~~the inSEC ~~cash~~requesting ~~equal~~the totermination of registration of the ~~Offer~~Shares ~~Price~~under Section 12(~~including~~ g) of the ~~CVR),~~Exchange ~~without~~Act ~~interest~~ and ~~subject~~the tosuspension ~~applicable~~of ~~withholding~~reporting obligations under Section 13 and 15(d) of the ~~Merger~~Exchange ~~Consideration).~~Act with respect to the Shares.

InItem ~~addition, immediately prior to the Effective Time, (i) each Company stock option that has a per Share exercise price that is less than the $15~~3.0003 ~~and~~Material ~~that~~Modification ~~is outstanding as of immediately prior~~ to ~~the~~Rights Effective Time will accelerate and become fully vested and will be automatically cancelled and terminated and converted into the right to receive from the Surviving Corporation (x) an amount in cash (without interest) equal to the product obtained by multiplying (I) the aggregate number of ~~Shares~~Security underlying such Company stock option immediately prior to the Effective Time by (II) an amount equal to (A) $15.00 less (B) the per Share exercise price of such Company stock option, plus (y) one CVR with respect to each Share subject to such Company stock option immediately prior to the Effective Time; (ii) each Company stock option that has a per Share exercise price that is equal to or greater than $15.00 but less than $20.00 and that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and will be automatically cancelled and terminated and converted into the right to receive from the Surviving Corporation an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Shares underlying such Company stock option immediately prior to the Effective Time by (y) an amount equal to (I) the Per Share Value Paid (as defined in the Merger Agreement) as of the applicable Milestone Notice Date (as defined in the Merger Agreement) less (II) the per Share exercise price of such Company stock option less (III) any amount previously paid to the former holder of such Company stock option with respect to any previously achieved milestone to which the CVRs are subject; (iii) each Company stock option that has a per Share exercise price that is equal to or greater than $20.00 and that is outstanding as of immediately prior to the Effective Time will be automatically cancelled and terminated with no consideration therefor; (iv) each Company restricted stock unit award that is not subject to performance-based vesting conditions (RSU Award) and that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and will be automatically cancelled and terminated and converted into the right to receive from the Surviving Corporation (x) an amount in cash (without interest) equal to the product obtained by multiplying (I) the aggregate number of Shares underlying such RSU Award immediately prior to the Effective Time by (II) $15.00, plus (y) one CVR with respect to each Share subject to such RSU Award immediately prior to the Effective Time; and (v) each Company restricted stock unit award that is subject to performance-based vesting conditions (PSU Award) that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and will be automatically cancelled and terminated and converted into the right to receive from the Surviving Corporation (x) an amount in cash (without interest) equal to the product obtained by multiplying (I) the aggregate number of Shares underlying such PSU Award immediately prior to the Effective Time (assuming achievement in full of all performance objectives in respect of such PSU Award) by (II) $15.00, plus (y) one CVR with respect to each Share subject to such PSU Award immediately prior to the Effective Time, in each case with respect to clauses (i) through (v), which will be paid as soon as reasonably practicable following the Effective Time or the applicable Milestone Notice Date, as applicable (and in no event later than the next regularly scheduled payroll date that is not less than five business days following the Effective Time or seven business days following the applicable Milestone Notice Date, as applicable). All amounts payable in respect of these equity awards will be subject to applicable withholding taxes. Holders

The ~~Merger~~information ~~Agreement~~set ~~contains~~forth ~~customary~~under ~~representations,~~Items ~~warranties and covenants~~2.01, ~~including covenants obligating the Company to continue to conduct its business in the ordinary course~~3.01, ~~to cooperate in seeking any required regulatory approvals and not to engage in certain specified transactions or activities without Parent’s prior consent~~5.01, and ~~that the parties will use reasonable best efforts to cause the Offer and the Merger to be consummated~~5.03 ~~In addition, subject to certain exceptions, the Company has agreed not to solicit, initiate, knowingly encourage or knowingly facilitate the submission or announcement~~ of this ~~any~~Current ~~acquisition~~Report ~~proposals~~on ~~from~~Form 8-K ~~third~~is ~~parties~~incorporated orby ~~take~~reference ~~certain~~into ~~other~~this ~~restricted~~Item ~~actions in~~ 3.03.

~~connection~~Item ~~therewith~~5.01 ~~Notwithstanding~~Changes ~~the foregoing, if the Company receives an acquisition proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement, and the Board determines~~ in ~~good~~Control faith, after consultations with its outside legal counsel and financial advisor, that such proposal constitutes, or is reasonably likely to lead to, a transaction that would be more favorable to the Company’s stockholders than the Offer and the Merger (a Superior Proposal as further described and defined in the Merger Agreement), then the Company can participate in discussions and negotiations regarding such acquisition proposal if the failure to do so would be reasonably likely to be inconsistent with the Board’s fiduciary duties under applicable law, subject to the terms and conditions of ~~the Merger Agreement.~~ Registrant

The ~~Merger~~information ~~Agreement~~set ~~also~~forth ~~contains~~under ~~certain~~Items ~~customary termination rights in favor of each of the Company and Parent~~2.01, ~~including the Company’s right~~5.02, ~~subject to certain limitations, to terminate the Merger Agreement in certain circumstances to accept a Superior Proposal~~ and ~~Parent’s right to terminate the Merger Agreement if the Board changes its recommendation that stockholders tender their Shares in the Offer (as further described in the Merger Agreement)~~5.03 Inof ~~addition,~~this Current ~~either~~Report ~~the~~on ~~Company~~Form 8-K oris ~~Parent~~incorporated ~~may terminate the Merger Agreement if the Offer has not been consummated~~ by ~~June 11,~~reference ~~2024,~~into ~~subject~~this toItem ~~extension up to December 11, 2024 in certain specified circumstances~~5. ~~Upon termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee of $27,230,000~~01. ~~The Merger Agreement also provides that Parent will be required to pay the Company a reverse termination fee of $47,640,000 upon termination of the Merger Agreement under specified circumstances.~~

~~The~~As ~~foregoing~~a ~~description~~result of the ~~Merger~~completion ~~Agreement~~of ~~and~~ the ~~transactions contemplated thereunder is not complete and is qualified in its entirety by reference to the~~ Merger ~~Agreement~~, a ~~copy~~change of ~~which~~control is filed as Exhibit 2.1 to this Current Report on Form 8-K (this Report) and which is incorporated herein by reference. The Merger Agreement and the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of the ~~Merger Agreement. They are not intended to provide any other factual information about the~~ Company. ~~The~~occurred ~~representations, warranties~~ and ~~covenants contained in~~ the ~~Merger~~Company ~~Agreement~~became ~~were~~a ~~made~~wholly-owned ~~only~~subsidiary as of ~~specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties~~Parent. InParent ~~particular,~~obtained ~~in reviewing~~ the ~~representations,~~funds ~~warranties~~necessary ~~and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important~~ to ~~bear~~fund ~~in mind that such representations, warranties and covenants were negotiated with~~ the ~~principal~~acquisition through ~~purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to~~ a ~~contractual~~variety ~~standard~~ of ~~materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the SEC)~~sources, ~~and~~including ~~are~~cash ~~also qualified in important part by a confidential disclosure schedule delivered by the Company to Parent in connection with the Merger Agreement. Investors and stockholders should not rely~~ on ~~such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein~~hand. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Item 85.0102 ~~Other~~Departure ~~Events.~~of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Press~~The ~~Releases~~information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

OnIn ~~December 11~~connection with the consummation of the Merger, ~~2023~~each of Peter Kolchinsky, Ph.D., Heidi K. Kunz, Mark McDade, John W. Shiver, Ph.D., Adam K. Simpson, Ann M. Veneman and James Wassil ceased to be members of the Board of Directors of the Company ~~issued~~(the a“Company ~~press~~Board”) ~~release~~and ~~announcing~~ceased ~~positive~~to ~~topline~~be ~~interim~~members ~~results~~of ~~for~~any ~~its~~committees ~~Phase~~of 2the ~~clinical~~Company Board ~~study~~on ~~for~~which ~~IVX-A12~~such directors served, effective as of the Effective Time. AOn ~~copy~~February 19, 2024, in connection with the consummation of ~~such~~the ~~press~~Merger, ~~release~~the ~~has~~directors ~~been~~of ~~furnished~~Merger ~~herewith~~Sub asbecame ~~Exhibit~~the ~~99.2~~directors toof ~~this~~the ~~Report~~Surviving ~~and~~Corporation isin ~~incorporated~~lieu ~~herein~~of bythe ~~reference.~~Company’s existing directors.

~~Thereafter~~In onconnection ~~December 11,~~with ~~2023,~~ the ~~Company~~consummation ~~issued a press release regarding the execution~~ of the Merger, ~~Agreement.~~each Aofficer ~~copy~~ of the ~~such~~Company ~~press~~immediately ~~release~~prior ~~has~~to ~~been~~the ~~furnished~~Effective ~~herewith~~Time asbecame ~~Exhibit~~an ~~99.3~~officer toof ~~this~~the ~~Report~~Surviving ~~and is incorporated herein by reference~~Corporation.

~~Support~~Item ~~Agreements~~5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

InPursuant ~~connection~~to ~~with~~ the ~~execution~~terms of the Merger Agreement, ~~Parent~~on ~~entered~~February 19, 2024, ~~into~~the ~~tender~~Company’s ~~and~~certificate ~~support~~of ~~agreements~~incorporation ~~(the~~and ~~Support~~bylaws ~~Agreements)~~were ~~with~~each ~~certain~~amended ofand ~~the~~restated ~~Company’s~~in ~~stockholders,~~their RAentirety ~~Capital~~and ~~Management,~~became ~~L.P.,~~the ~~on behalf~~ certificate of ~~itself~~incorporation and ~~its~~bylaws ~~affiliates,~~of ~~and~~the ~~Qiming~~Surviving UCorporation.S. ~~Healthcare~~Copies ~~Fund~~of ~~II, L.P., under which~~ the ~~foregoing~~amended ~~parties~~and ~~agreed,~~restated ~~among~~certificate ~~other~~of ~~things,~~incorporation and ~~subject~~amended and torestated ~~the~~bylaws ~~terms~~are ~~thereof,~~attached toas ~~tender~~Exhibits ~~their~~3.1 ~~Shares~~and ~~into the Offer~~3.2, ~~The~~respectively, ~~Support~~to ~~Agreements~~this ~~will~~Current ~~terminate~~Report ~~upon~~on ~~certain~~Form 8-K ~~circumstances,~~and ~~including~~are ~~termination~~incorporated herein ofby ~~the Merger Agreement~~reference.

~~The~~Item ~~foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Support Agreement, a copy of which is filed as Exhibit 99~~9.101 toFinancial ~~this~~Statements ~~Report~~ and ~~incorporated herein by reference.~~ Exhibits

~~Additional~~(d) ~~Information and Where to Find It~~ Exhibits.

The tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of Icosavax. The solicitation and the offer to buy shares of Icosavax’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that AstraZeneca PLC (AstraZeneca), Parent and Merger Sub intend to file with the SEC. In addition, Icosavax will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by AstraZeneca, Parent, Merger Sub and Icosavax with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Icosavax under the “Investors & News” section of Icosavax’s website at www.icosavax.com.

Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of December 11, 2023, by and among AstraZeneca Finance and Holdings Inc., Isochrone Merger Sub Inc. and Icosavax, Inc. (incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K, filed on December 12, 2023).*

3.1		Fifth Amended and Restated Certificate of Incorporation of Icosavax, Inc. (filed herewith).

3.2		Second Amended and Restated Bylaws of Icosavax, Inc. (filed herewith).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF ICOSAVAX AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-Looking Statements

The Statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on Icosavax’s current beliefs and expectations and include, but are not limited to: statements regarding the planned completion of the transactions contemplated by the Merger Agreement and the timing thereof. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the tender offer and the merger; uncertainties as to the percentage of Icosavax stockholders tendering their shares in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); risks that the milestones related to the contingent value rights are not achieved; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; risks related to diverting management’s attention from Icosavax’s ongoing business operations; the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; potential changes in AstraZeneca’s or Parent’s strategic vision; and other risks and uncertainties pertaining to Icosavax’s business, including the risks and uncertainties detailed in Icosavax’s public periodic filings with the SEC, as well as the tender offer materials to be filed by AstraZeneca, Parent and Merger Sub and the Solicitation/Recommendation Statement to be filed by Icosavax in connection with the tender offer.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and Icosavax undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated as of December 11, 2023, by and among AstraZeneca Finance and Holdings Inc., Isochrone Merger Sub Inc. and Icosavax, Inc.
99.1		Form of Tender and Support Agreement.
99.2		Press Release of Icosavax, Inc., dated December 11, 2023 (regarding interim study results).
99.3		Press Release of Icosavax, Inc., dated December 11, 2023 (regarding Merger Agreement).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.

~~SIGNATURE~~ SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated~~ICOSAVAX, INC. By: ~~December 12,~~/s/ ~~2023~~David E. White Name: David E. White Title: Vice President

~~ICOSAVAX, INC. By~~Dated: ~~/s/~~February 20, ~~Thomas Russo Name: Thomas Russo Title: Chief Financial Officer~~2024

Filing Compare · Icosavax, Inc.