NOVAVAX, INC. Form 8-K (March 24, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated March 24, 2020, furnished under Item 7.01, Regulation FD Disclosure. The company states that on March 24, 2020 it announced positive top-line results of the pivotal clinical trial of NanoFlu, a recombinant quadrivalent seasonal influenza vaccine candidate with the proprietary Matrix-M adjuvant, along with a webcast and conference call presenting the results. The press release and investor presentation are attached as Exhibits 99.1 and 99.2. The report states the information is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. The signature block is John A. Herrmann III, Senior Vice President, General Counsel and Corporate Secretary, dated March 24, 2020.

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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 24, 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 7.01. Regulation FD Disclosure.

On March 24,
2020, Novavax, Inc. (the “Company”) announced positive top-line results of its pivotal Phase 3 clinical trial of NanoFlu™,
the Company’s recombinant quadrivalent seasonal influenza vaccine candidate with its proprietary Matrix-M™ adjuvant,
as well as information regarding an update for investors on a webcast/conference call presenting such results. Copies of the press
release and investor presentation are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and
incorporated into this Item 7.01 by reference. A copy of the investor presentation will also be accessible on the Company’s
website at www.novavax.com under “Investors/Events.”

The information in this Item 7.01, including
Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated
by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. In addition,
the contents of Company’s website are not incorporated by reference into this Current Report on Form 8-K and you should not
consider information provided on the Company’s website to be part of this Current Report on Form 8-K.

Cautionary Note Regarding Forward-Looking
Statements. The press release and investor presentation contain forward-looking statements that involve certain risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please
refer to the cautionary notes in the press release and investor presentation regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
99.1 | Press Release, dated March 24, 2020.
99.2 | Investor Presentation of Novavax, Inc.

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.
Date: March 24, 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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