NOVAVAX, INC. Form 8-K (May 11, 2020) — Item 1.01

Summary

Current report on Form 8-K of Novavax, Inc. dated May 11, 2020, reporting under Items 1.01, Entry into a Material Definitive Agreement, and 7.01, Regulation FD Disclosure. The company states that on May 11, 2020 it entered into a restated funding agreement with the Coalition for Epidemic Preparedness Innovations (CEPI) under which CEPI will provide funding of up to $384.5 million for development of NVX-CoV2373, the company's coronavirus vaccine candidate. Up to $145.2 million may be borrowed as forgivable no interest term loans to prepay manufacturing, and the agreement adds to $3.9 million CEPI provided in March 2020. A press release is Exhibit 99.1. The signature block is John A. Herrmann III, Senior Vice President, General Counsel and Corporate Secretary, dated May 15, 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): May 11, 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 1.01. Entry into a Material Definitive
Agreement.

On May 11, 2020, Novavax, Inc. (the “Company”)
entered into a restated funding agreement (the “CEPI Funding Agreement”) with the Coalition for Epidemic Preparedness
Innovations (“CEPI”), under which CEPI will provide funding of up to $384.5 million to the Company to support the development
of NVX-CoV2373, the Company’s coronavirus vaccine candidate against SARS-CoV-2. The CEPI Funding Agreement provides that
up to $145.2 million of the total $384.5 million available to the Company may be borrowed by the Company, in its sole discretion,
the form of one or more forgivable no interest term loans in order to prepay certain manufacturing activities. Any such loans are
not subject to restrictive or financial covenants. The Company is only expected to repay such loans under certain circumstances
to the extent it sells vaccine, produced with the funds provided and included in such loan(s), to a third party. The CEPI Funding
Agreement is in addition to the $3.9 million of funding CEPI provided to the Company pursuant to an initial funding agreement entered
into by the Company and CEPI in March 2020.

The CEPI Funding
Agreement will support the clinical development of NVX-CoV2373. Novavax and CEPI agreed on the importance of global equitable access
to any vaccines produced pursuant to the CEPI Funding Agreement. Any such vaccines, if approved, are expected to be procured and
allocated through global mechanisms now under discussion as part of the Access to COVID-19 Tools (ACT) Accelerator, an international
initiative launched by the World Health Organization (“WHO”) and global leaders earlier this month. Any amounts paid
under the CEPI Funding Agreement will be paid based on mutually agreed project-based budgets, with certain of such payments conditioned
on the achievement of identified milestones. The scope and continuation of the CEPI Funding Agreement may be modified depending
on ongoing developments of the COVID-19 outbreak and the success of NVX-CoV2373 relative to other third-party COVID-19 vaccine
candidates or treatments. If the WHO, CEPI or a regulatory authority having jurisdiction over a clinical trial of NVX-CoV2373 determines
that a third-party product candidate has substantially greater potential than a Company vaccine product, the Company must cease
its clinical trial in the relevant region, and will be reimbursed for any costs incurred as a result thereof. CEPI may unilaterally
terminate the CEPI Funding Agreement if CEPI reasonably determines that (i) there are material safety, regulatory or ethical issues
with the development of NVX-CoV2373, (ii) the development of NVX-CoV2373 should be limited in scope or terminated, (iii) the Company
is unable, or will become unable, to discharge its obligations under the agreement, (iv) the Company fails to meet certain milestones,
or (v) the Company commits fraud or a financial irregularity.

The foregoing description of the material
terms of the CEPI Funding Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement,
which will be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020.

Item 7.01. Regulation FD Disclosure.

On May 11, 2020, the Company issued a press
release, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference, announcing the execution of the
CEPI Funding Agreement.

The Company is furnishing the information
contained in this Item 7.01 of this report and Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K promulgated by the
SEC. This information shall not be deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing. By filing this current report on Form 8-K and furnishing
this information, the Company makes no admission as to the materiality of any information contained in this Item 7.01 of this report
and in Exhibit 99.1.

Cautionary Note Regarding Forward-Looking
Statements . The press release contains 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 regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. | Description
99.1 | Press Release of Novavax, Inc. issued May 11, 2020 (furnished herewith).

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: May 15, 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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