NOVAVAX, INC. Form 8-K (March 2, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated March 2, 2020, reporting under Item 8.01, Other Events. The company states that on March 2, 2020 it filed a prospectus supplement covering the sale of up to $150,000,000 of common stock in at-the-market offerings under a new At Market Issuance Sales Agreement with B. Riley FBR, Inc. It also states that during the first quarter of 2020 it sold 10.5 million shares for $98.7 million in net proceeds at a weighted average price of $9.55 per share under the January 21, 2020 agreement, which was fully used. The legal opinion of Ropes & Gray LLP is Exhibit 5.1. The signature block is John A. Herrmann III, Senior Vice President, General Counsel and Corporate Secretary.

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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): March 2, 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 March 2, 2020,
Novavax, Inc. (the “Company”), filed a prospectus supplement with the Securities and Exchange Commission which contemplates
the sale of up to $150,000,000 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
March 2, 2020 (the “March 2020 Sales Agreement”). Sales pursuant to the March 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 March 2020 Sales Agreement.

A copy of the
March 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 March 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.

During the first
quarter of 2020, the Company sold 10.5 million shares of its common stock resulting in $98.7 million in net proceeds at a weighted
average sales price of $9.55 per share pursuant to its At Market Issuance Sales Agreement with B. Riley FBR, Inc., dated as of
January 21, 2020 (the “January 2020 Sales Agreement”), fully utilizing the January 2020 Sales Agreement as of the date
hereof.

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 March 2, 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: March 2, 2020 | By: | /s/ John A. Herrmann III
Name: | John A. Herrmann III
Title: | Senior Vice President, General Counsel and Corporate Secretary

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