NOVAVAX, INC. Form 8-K (Jan. 21, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated January 21, 2020, reporting under Item 8.01, Other Events. The company states that on January 21, 2020 it filed a prospectus supplement covering the sale of up to $100,000,000 of common stock in at-the-market offerings under an At Market Issuance Sales Agreement with B. Riley FBR, Inc. as Sales Agent. The report states that sales will be made only on the company's instructions and that no assurance can be given that any shares will be issued. Ropes & Gray LLP, counsel to the company, issued a legal opinion, attached as Exhibit 5.1, and the agreement is Exhibit 1.1. The signature block is John A. Herrmann III, Senior Vice President, General Counsel and Corporate Secretary.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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): January 21, 2020

NOVAVAX, INC.

(Exact name of registrant as specified
in charter)

Delaware | 0-26770 | 22-2816046
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

21 Firstfield Road

Gaithersburg, Maryland 20878

(Address of Principal Executive Offices,
including Zip Code)

(240) 268-2000

(Registrant’s telephone number,
including area code)

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

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

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, Par Value $0.01 per share | NVAX | The Nasdaq Global Select Market

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 (see General Instruction
A.2. below):

¨ | 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))

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 ¨

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. ¨

Item 8.01. Other Events.

On January 21,
2020, Novavax, Inc. (the “Company”), filed a prospectus supplement with the Securities and Exchange Commission which
contemplates the sale of up to $100,000,000 of shares of the Company’s common stock (the “Shares”) from time
to time in at-the-market offerings pursuant to an At Market Issuance Sales Agreement with B. Riley FBR, Inc. (the “Sales
Agent”), dated as of January 21, 2020 (the “2020 Sales Agreement”). Sales pursuant to the 2020 Sales Agreement
will be made only upon instructions by the Company to the Sales Agent, and the Company cannot provide any assurances that it will
issue any Shares pursuant to the 2020 Sales Agreement.

A copy of the
2020 Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description
of the material terms of the 2020 Sales Agreement does not purport to be complete and is qualified in its entirety by reference
to such agreements.

Ropes &
Gray LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the
consent included therein, is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) | Exhibits
Exhibit No. | Description
1.1 | At Market Issuance Sales Agreement between Novavax, Inc. and B. Riley FBR, Inc., dated January 21, 2020.
5.1 | Opinion of Ropes & Gray LLP.
23.1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1)

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
hereunto duly authorized.

Novavax, Inc. (Registrant)
Date: January 21, 2020 | By: | /s/ John A. Herrmann III
Name: | John A. Herrmann III
Title: | Senior Vice President, General Counsel and Corporate Secretary

File and source

File

SEC_NVAX_8-K_filed2020-01-21_0001104659-20-005603.htm

Size

22,173 bytes

SHA-256

5243d19c44e21b3dc062bb43391763d1e5f0a4571db3792f440ffe83ce11b499

Our copy

SEC_NVAX_8-K_filed2020-01-21_0001104659-20-005603.htm

Original

www.sec.gov