0001000694 false 0001000694 2020-08-10 2020-08-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549









Date of Report (Date of earliest event reported): August 10, 2020 



(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 August 10, 2020, Novavax, Inc. (the “Company”) filed a prospectus supplement (“Prospectus Supplement”) to its effective shelf registration statement on Form S-3ASR (File No. 333-237094) filed with the Securities and Exchange Commission on March 11, 2020. The Company filed the Prospectus Supplement for the purpose of registering for resale 4,421,766 shares of the Company’s common stock, $0.01 par value (the “Common Stock”), by the selling stockholders identified in the Prospectus Supplement (the “Selling Stockholders”), including up to 4,388,850 shares of Common Stock issuable upon conversion of 438,885 shares of the Company’s Series A Convertible Preferred Stock, $0.01 par value, and 32,916 shares of Common Stock, which were acquired by the Selling Stockholders in private placement financing transactions.


In connection with the filing of the Prospectus Supplement, the Company is filing an opinion of its counsel, Ropes & Gray LLP, regarding the legality of the Common Stock being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits
Exhibit No.   Description
  5.1   Opinion of Ropes & Gray LLP.
23.1   Consent of Ropes & Gray LLP (contained in Exhibit 5.1).
104   Cover Page Interactive Data File (formatted as Inline XBRL).








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.


Date: August 10, 2020 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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