NOVAVAX, INC. Form 8-K (Nov. 10, 2020)

Summary

Current report on Form 8-K of Novavax, Inc. dated November 10, 2020, reporting under Item 8.01, Other Events. The company states that on November 10, 2020 it filed a prospectus supplement covering the sale of up to $500,000,000 of common stock in at-the-market offerings under an At Market Issuance Sales Agreement with B. Riley Securities, Inc. The report states that between May 18, 2020 and November 5, 2020 the company sold 3.4 million shares for $238.3 million in net proceeds at a weighted average price of $70.45 per share under the earlier May 2020 agreement, leaving $8.7 million, and that the May 2020 agreement was terminated by mutual agreement. The new agreement is Exhibit 1.1 and the Ropes & Gray LLP opinion is Exhibit 5.1. The signature block is John A. Herrmann III, dated November 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): November 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 November 10,
2020, Novavax, Inc. (the “Company”), filed a prospectus supplement with the Securities and Exchange Commission
which contemplates the sale of up to $500,000,000 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 Securities, Inc. (the
“Sales Agent”), dated as of November 10, 2020 (the “November 2020 Sales Agreement”). Sales pursuant
to the November 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 November 2020 Sales Agreement.

A copy of the
November 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 November 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 May 18,
2020 and November 5, 2020, the Company sold 3.4 million shares of its common stock resulting in $238.3 million in net proceeds
at a weighted average sales price of $70.45 per share pursuant to its At Market Issuance Sales Agreement with B. Riley FBR, Inc.,
or (“BRFBR”), dated as of May 18, 2020 (the “May 2020 Sales Agreement”), leaving $8.7 million remaining under
the May 2020 Sales Agreement as of November 5, 2020. The Company and BRFBR terminated the May 2020 Sales Agreement
by mutual agreement on 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 Securities, Inc., dated November 10, 2020.
5.1 | Opinion of Ropes & Gray LLP.
23.1 | Consent of Ropes & Gray LLP (included 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: November 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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