NOVAVAX, INC. Form 8-K (Feb. 10, 2022)

Summary

Current report on Form 8-K of Novavax, Inc. dated February 10, 2022, reporting under Item 7.01, Regulation FD Disclosure. The company states that on February 10, 2022 it announced a conference call to discuss results of the pediatric expansion of the PREVENT-19 trial of NVX-CoV2373, the company's recombinant nanoparticle protein-based COVID-19 vaccine candidate. The Investor Presentation is Exhibit 99.1 and the press release announcing the call is Exhibit 99.2. 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.

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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): February 10, 2022

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 February 10, 2022, Novavax, Inc. (the “Company”)
announced that it will host a conference call to discuss the results of the pediatric expansion of its PREVENT-19 Phase 3 trial of NVX-Cov2373,
the Company’ recombinant nanoparticle protein-based COVID-19 vaccine candidate. A slide presentation to be used by senior management
of the Company in connection with its discussions with investors (the “Investor Presentation”) 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/Events.” A copy of the press release announcing
the conference call (the “Press Release”) is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit
99.1 and Exhibit 99.2, 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 the
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 and Press Release contain 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 and Press Release regarding these forward-looking statements.

Item 9.01. | Financial Statements and Exhibits.
(d) | Exhibits
Exhibit No. | Description
99.1 | Investor Presentation of Novavax, Inc.
99.2 | Press Release, dated February 10, 2022, regarding the announcement of the Company’s conference call to discuss the results of the pediatric expansion of its PREVENT-19 Phase 3 trial of NVX-CoV2373.
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: February 10, 2022 | 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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