NOVAVAX, INC. Form 8-K (April 20, 2022)

Summary

Current report on Form 8-K of Novavax, Inc. dated April 20, 2022, reporting under Item 7.01, Regulation FD Disclosure. The company states that on April 20, 2022 it provided an update for investors at the World Vaccine Congress presenting initial results from the COVID-19-Influenza Combination Vaccine candidate ("CIC") trial, in an Investor Presentation (Exhibit 99.1). The CIC combines NVX-CoV2373, the company's coronavirus vaccine candidate, and NanoFlu, the company's quadrivalent influenza vaccine candidate. The related press release 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): April 20, 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 April 20, 2022, Novavax,
Inc. (the “Company”) provided an update for investors at the World Vaccine Congress presenting information relating to initial
results from the Company’s COVID-19-Influenza Combination Vaccine candidate (“CIC”) trial (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. The Company’s
CIC combines NVX-CoV2373, the Company’s coronavirus vaccine candidate, and NanoFlu, the Company’s quadrivalent influenza vaccine
candidate. NanoFlu identifies a recombinant hemagglutinin (HA) protein nanoparticle influenza vaccine candidate produced by the Company.
This investigational candidate was evaluated during a controlled phase 3 trial conducted during the 2019-2020 influenza season. A copy
of the Investor Presentation will also be accessible on the Company’s website at www.novavax.com under “Investors/Events &
Presentation.” A copy of the press release announcing the initial results from the Company’s CIC trial (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 the 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 the 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 April 20, 2022, regarding the announcement of initial results from the Company’s COVID-19-Influenza Combination Vaccine Candidate trial.
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: April 20, 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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