NOVAVAX, INC. Form 8-K (May 18, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated May 18, 2020, reporting under Item 8.01, Other Events. The company states that on May 18, 2020 it filed a prospectus supplement covering the sale of up to $250,000,000 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 between April 1, 2020 and May 12, 2020 the company sold 4.8 million shares for $99.3 million in net proceeds at a weighted average price of $21.08 per share under the earlier March 2020 agreement, which was fully used as of May 12, 2020. The agreement is Exhibit 1.1 and the Ropes & Gray LLP opinion 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): May 18, 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 May 18, 2020,
Novavax, Inc. (the “Company”), filed a prospectus supplement with the Securities and Exchange Commission which contemplates
the sale of up to $250,000,000 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
May 18, 2020 (the “May 2020 Sales Agreement”). Sales pursuant to the May 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 May 2020 Sales Agreement.

A copy of the
May 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 May 2020 Sales Agreement does not purport to be complete and is qualified in its entirety by reference
to such agreement.

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.

Between April
1, 2020 and May 12, 2020, the Company sold 4.8 million shares of its common stock resulting in $99.3 million in net proceeds at
a weighted average sales price of $21.08 per share pursuant to its At Market Issuance Sales Agreement with B. Riley FBR, Inc.,
dated as of March 2, 2020 (the “March 2020 Sales Agreement”), fully utilizing the March 2020 Sales Agreement as of
May 12, 2020.

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 May 18, 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: May 18, 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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