NOVAVAX, INC. Form 8-K (Oct. 26, 2021)

Summary

Current report on Form 8-K of Novavax, Inc. dated November 1, 2021, reporting under Item 1.01, Entry into a Material Definitive Agreement. The company states that on October 26, 2021 it entered into a Supply Agreement with the Serum Institute of India Private Limited ("SIIPL") and Serum Life Sciences Limited ("SLS") for supply by SLS of a vaccine product derived from a coformulation of BV2373 antigen and Matrix-M adjuvant. SIIPL is solely responsible for permits and regulatory approvals to manufacture the product. The agreement expires on the later of three years from the effective date or two years after the last firm purchase order ends, and either party may terminate on a bankruptcy petition or uncured material breach. The agreement will be filed as an exhibit to the Form 10-K for 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): October 26, 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 1.01. Entry into a Material Definitive Agreement.

On October 26, 2021, Novavax, Inc. (the “Company”)
entered into a Supply Agreement (the “Supply Agreement”) with the Serum Institute of India Private Limited (“SIIPL”) and Serum Life Sciences Limited (“SLS”) for the supply
by SLS to the Company of a vaccine product (the “Product”) derived from a coformulation of BV2373 antigen, including variants
thereof (the “Drug Substance”) and Matrix-M™ adjuvant (the “Adjuvant”).

The Company previously granted SIIPL a license
to manufacture and use the Drug Substance, along with Adjuvant (supplied by the Company) and know-how of the Company, to develop, manufacture
and commercialize the Product in its licensed territory under a supply and license agreement that was last amended and restated as of
July 1, 2021 (the “A&R License Agreement”) and pursuant to such A&R License Agreement, the parties agreed that SIIPL
would supply Drug Substance and/or Product to the Company for further commercialization by the Company outside of SIIPL’s exclusive
licensed territory on mutually agreeable terms and conditions, which the parties have memorialized in the Supply Agreement.

Pursuant to the Supply Agreement, SIIPL is solely
responsible for obtaining and maintaining all necessary permits or other regulatory approvals to manufacture the Product. Unless otherwise
terminated earlier, the Supply Agreement will expire on the later of three years from the effective date of the Supply Agreement or two
years after the expiration or termination of the last firm purchase order under the Supply Agreement. Either party may terminate the Supply
Agreement if the other party files a petition for bankruptcy or commits a material breach of the Supply Agreement that is not timely cured
or is not curable. The Supply Agreement includes customary representations and warranties of the parties along with certain customary
covenants, including confidentiality and indemnity provisions.

The foregoing description of the material terms
of the Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the Supply Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021.

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 1, 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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