NOVAVAX, INC. Form 8-K (Aug. 10, 2020) — Item 8.01

Summary

Current report on Form 8-K of Novavax, Inc. dated August 10, 2020, reporting under Item 8.01, Other Events. The company states that on August 10, 2020 it filed a prospectus supplement to the effective shelf registration statement on Form S-3ASR for the resale of 4,421,766 shares of common stock by selling stockholders. The shares include up to 4,388,850 shares issuable on conversion of 438,885 shares of Series A Convertible Preferred Stock and 32,916 shares of common stock acquired in private placements. The opinion of Ropes & Gray LLP on legality is Exhibit 5.1 and the consent is Exhibit 23.1. The signature block is John A. Herrmann III, Executive Vice President, Chief Legal Officer and Corporate Secretary, dated August 10, 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): August 10,
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 August 10, 2020, Novavax, Inc. (the
“Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration
statement on Form S-3ASR (File No. 333-237094) filed with the Securities and Exchange Commission on March 11, 2020. The Company
filed the Prospectus Supplement for the purpose of registering for resale 4,421,766 shares of the Company’s common stock,
$0.01 par value (the “Common Stock”), by the selling stockholders identified in the Prospectus Supplement (the “Selling
Stockholders”), including up to 4,388,850 shares of Common Stock issuable upon conversion of 438,885 shares of the Company’s
Series A Convertible Preferred Stock, $0.01 par value, and 32,916 shares of Common Stock, which were acquired by the Selling Stockholders
in private placement financing transactions.

In connection with the filing of the Prospectus
Supplement, the Company is filing an opinion of its counsel, Ropes & Gray LLP, regarding the legality of the Common Stock being
registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) | Exhibits
Exhibit No. | Description
5.1 | Opinion of Ropes & Gray LLP.
23.1 | Consent of Ropes & Gray LLP (contained in Exhibit 5.1).
104 | Cover Page Interactive Data File (formatted as Inline XBRL).

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: August 10, 2020 | By: | /s/ John A. Herrmann III
Name: | John A. Herrmann III
Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary

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