NOVAVAX, INC. Form 8-K (June 15, 2021)

Summary

Current report on Form 8-K of Novavax, Inc. dated June 15, 2021, reporting under Item 8.01, Other Events. The company states that on June 15, 2021 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. as Sales Agent. The report states that since January 22, 2021 the company sold 1.7 million shares for $451.9 million in net proceeds at a weighted average price of $271.65 per share under the earlier January 2021 agreement, leaving $42.2 million, and that the January 2021 agreement was terminated by mutual agreement. The new agreement is Exhibit 1.1 and the Ropes & Gray LLP opinion is Exhibit 5.1.

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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): June 15, 2021

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 June 15, 2021, 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 June 15,
2021 (the “June 2021 Sales Agreement”). Sales pursuant to the June 2021 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 June 2021
Sales Agreement.

A copy of the June 2021
Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms
of the June 2021 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.

Since January 22, 2021,
the Company sold 1.7 million shares of its common stock resulting in $451.9 million in net proceeds at a weighted average sales price
of $271.65 per share pursuant to its At Market Issuance Sales Agreement with the Sales Agent, dated as of January 22, 2021 (the “January
2021 Sales Agreement”), leaving $42.2 million remaining under the January 2021 Sales Agreement. The Company and the Sales Agent
terminated the January 2021 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 June 15, 2021.
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: June 15, 2021 | 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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