8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2012

NOVAVAX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-26770	22-2816046
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

9920 Belward Campus Drive Rockville, Maryland	20850
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (240) 268-2000

(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))

Item 8.01. Other Events.

On April 27, 2010, the Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3 (File No. 333-165496) of Novavax, Inc. (the “Company”) originally filed on March 16, 2010 with the Commission (the “Registration Statement”). The Registration Statement permits the Company to issue, in one or more offerings, shares of common stock, preferred stock, warrants or units at an aggregate initial offering price not to exceed $150,000,000.

On October 23, 2012, the Company agreed to sell, directly to RA Capital Management, LLC, Camber Capital Management LLC, Ayer Capital Management LP and/or one or more of their respective affiliates, 12,385,321 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at a price equal to $2.18 per Share. The Company will not pay any underwriting discounts or commissions on this transaction, so the proceeds to the Company, before expenses, will be approximately $27 million. The Company estimates that total expenses of this offering will be approximately $100,000.

In connection with the offering, the Company is filing as exhibits to this Current Report on Form 8-K the following documents:

• as Exhibits 5.1 and 23.1, the legal opinion and consent of Ropes & Gray LLP relating to the Shares to be issued and sold in the offerings;

• as Exhibit 99.1, a press release announcing the offering.

The Company’s press release announcing the offerings is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 above).
99.1	Press Release of the Company dated October 23, 2012.

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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.

October 23, 2012	Novavax, Inc.
	/s/ John A. Herrmann III, J.D.
	Name:	John A. Herrmann III, J.D.
	Title:	Vice President, General Counsel & Corporate Secretary

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Exhibit Index

Exhibit
Number	Description
5.1	Opinion of Ropes & Gray LLP.
23.1	Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above).
99.1	Press Release of the Company dated October 23, 2012.

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EX-5.1

October 23, 2012

Novavax, Inc.

9920 Belward Campus Drive

Rockville, Maryland 20850

Re: Registration Statement on Form S-3 (File No. 333-165496)

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the above-referenced registration statement (the “Registration Statement”), the base prospectus dated April 27, 2010 (the “Base Prospectus”) and the prospectus supplement dated October 23, 2012 (together with the Base Prospectus, the “Prospectus”). The Prospectus relates to the offering by Novavax, Inc., a Delaware corporation (the “Company”) of 12,385,321 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), which Shares are covered by the Registration Statement. We understand that the Shares have been offered and sold in the manner described in the Prospectus.

We have acted as counsel for the Company in connection with the issuance of the Shares. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares, are duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus supplement under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Sections 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-99.1

Contact:	Frederick W. Driscoll
	VP, Chief Financial Officer and Treasurer Novavax, Inc. 240-268-2000

Novavax Announces $27 Million Equity Offering

Rockville, MD (October 23, 2012)–/GlobeNewswire/-Novavax, Inc. (Nasdaq: NVAX) today announced that it has raised a total of $27 million through the sale of 12,285,321 shares of its common stock to RA Capital Management, Camber Capital Management and Ayer Capital Management at a price of $2.18 per share. The shares were offered under an effective shelf registration statement previously filed with the Securities and Exchange Commission.

Novavax received proceeds, after deducting offering expenses, of approximately $26.9 million. The net proceeds of the financing will be used for general corporate purposes, including working capital, product development and capital expenditures.

The securities were offered by means of a prospectus supplement and accompanying prospectus, forming a part of the company’s previously filed effective registration statement, copies of which may be obtained, when available, at the SEC’s website at http://www.sec.gov or at the company’s website at http://www.novavax.com.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Novavax

Novavax, Inc. (Nasdaq: NVAX) is a clinical-stage biopharmaceutical company creating novel vaccines to address a broad range of infectious diseases worldwide. Using innovative recombinant protein nanoparticle vaccine technology, as well as new and efficient manufacturing approaches, the company produces vaccine candidates to combat diseases, with the goal of allowing countries to better prepare for and more effectively respond to rapidly spreading infections. Novavax is committed to using its technology platforms to create geographic-specific vaccine solutions and is therefore involved in several international partnerships, including collaborations with Cadila Pharmaceuticals of India, LG Life Sciences of Korea and PATH. Together, these organizations support Novavax’ worldwide commercialization strategy and have the global reach to create real and lasting change in the biopharmaceutical field. Additional information about Novavax is available on the company’s website, www.novavax.com.

Forward-Looking Statements

Statements herein relating to the future of Novavax are forward-looking statements. Novavax cautions that these forward-looking statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include those identified under the heading “Risk Factors” in the Novavax Annual Report on Form 10-K for the year ended December 31, 2011, and filed with the Securities and Exchange Commission. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of the statements. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

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