NOVAVAX, INC. Form 8-K (Sept. 9, 2021)

Summary

Current report on Form 8-K of Novavax, Inc. dated September 9, 2021, reporting under Item 7.01, Regulation FD Disclosure. The company states that on September 9, 2021 it provided an update for investors at Citi's Annual BioPharma Conference (virtual), presenting information on NVX-CoV2373, the company's coronavirus vaccine candidate, in an Investor Presentation attached as Exhibit 99.1. The presentation will also be accessible on the company website under "For Investors/Investor Presentation." The information is furnished and not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The signature block is John A. Herrmann III, Executive Vice President, Chief Legal Officer and Corporate Secretary, dated September 9, 2021.

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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): September 9, 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.)

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))

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

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 7.01. | Regulation FD Disclosure.

On September 9, 2021, Novavax, Inc. (the “Company”)
provided an update for investors at Citi’s 16 th Annual BioPharma Conference (virtual) presenting information relating
to NVX-CoV2373, the Company’s coronavirus vaccine candidate (the “Investor Presentation”), which is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. A copy of the Investor Presentation will also
be accessible on the Company’s website at www.novavax.com under “For Investors/Investor Presentation.”

The information in this Item 7.01, including Exhibit
99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration
statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except as shall be expressly set forth by specific reference in such filing. In addition, the contents of Company’s website are
not incorporated by reference into this Current Report on Form 8-K and you should not consider information provided on the Company’s
website to be part of this Current Report on Form 8-K.

Cautionary Note Regarding Forward-Looking
Statements . The Investor Presentation 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 Investor Presentation regarding these forward-looking statements.

Item 9.01. | Financial Statements and Exhibits.
(d) | Exhibits
Exhibit No. | Description
99.1 | Investor Presentation of Novavax, Inc.
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: September 9, 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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