8-K

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): June 11, 2014

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.)

20 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))

Item 8.01. Other Events.

On June 11, 2014, Novavax, Inc. (“the Company”) issued a press release announcing the closing of the previously announced public offering of 25,000,000 shares of common stock (the “Offering”), and that, pursuant to the underwriting agreement, dated June 5, 2014, with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as representative of the several underwriters listed on Schedule 1 thereto (the “Underwriters”), the Underwriters exercised their option to purchase an additional 3,750,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”). A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

An opinion dated June 11, 2014 regarding the legality of the issuance of the Common Stock in the Offering is filed 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 (included in Exhibit 5.1 above).
99.1	Press Release of Novavax, Inc. dated June 11, 2014.

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.
	(Registrant)
Date: June 11, 2014	By:	/s/ John A. Herrmann III
	Name: Title:	John A. Herrmann III Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Ropes & Gray LLP.
23.1	Consent of Ropes & Gray LLP (included in Exhibit 5.1 above).
99.1	Press Release of Novavax, Inc. dated June 11, 2014.

EX-5.1

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

June 11, 2014 

Novavax, Inc.

20 Firstfield Road,

Gaithersburg, Maryland, 20878

Re: Registration Statement on Form S-3 (Registration No. 333-193549)

Ladies and Gentlemen:

We have acted as counsel to Novavax, Inc., a Delaware corporation (the “Company”) in connection with the issuance and sale of 28,750,000 shares of the common stock, $0.01 par value (the “Shares”), including the additional 3,750,000 shares the underwriters have the option to purchase under the Underwriting Agreement (as defined below), of the Company pursuant to the above-referenced registration statement (as amended through the date hereof, the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Shares are being sold pursuant to an underwriting agreement, dated the date hereof (the “Underwriting Agreement”), among the Company and the underwriters named therein.

In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

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

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement against payment of the consideration set forth therein, will be 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 therein and in the related prospectus 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 Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-99.1

Novavax Announces Exercise of Option to Purchase Additional Shares and Closing of Public Offering

Gaithersburg, MD (June 11, 2014) Novavax, Inc. (Nasdaq: NVAX), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants, today announced the closing of the underwritten public offering priced on Thursday, June 5, 2014.

The company issued 28,750,000 shares of its common stock, including 3,750,000 shares pursuant to the underwriters’ option to purchase additional shares. The shares were issued at $4.00 per share resulting in total gross proceeds from this offering of $115,000,000, before deducting the underwriters discount and offering expenses.

Novavax intends to use a portion of the net proceeds from this offering to expand the clinical development of its RSV F-protein nanoparticle vaccine candidate through the initiation of a Phase 2 clinical trial in elderly subjects later this year. This trial has been added to the company’s commitment to initiate RSV clinical trials in the pediatric and maternal immunization indications in the fourth quarter of 2014. Together, these three separate Phase 2 trials will advance the development of the RSV F-protein vaccine candidate in all three of its primary indications, supporting the company’s goal of accelerating the timelines to first approval. Additionally, the company intends to use certain of the net proceeds for general corporate purposes, the advancement of its influenza vaccine candidates and its pre-clinical research programs, manufacturing and process development activities, capital expenditures and other strategic purposes.

Citigroup and JP Morgan acted as joint book-running managers of the offering. Piper Jaffray acted as lead manager, and FBR and Ladenburg Thalmann & Co. acted as co-managers.

The shares described above were issued pursuant to a final prospectus supplement and accompanying prospectus. The company filed the final prospectus supplement relating to the offering with the Securities and Exchange Commission (“SEC”) on June 9, 2014, which is available along with the accompanying prospectus filed with the SEC in connection with the company’s shelf registration statement on Form S-3, previously declared effective by the SEC, on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may be obtained from Citigroup and JP Morgan, Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone: (866) 803-9204.

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 vaccines and vaccine adjuvants to address a broad range of infectious diseases worldwide. Using innovative proprietary recombinant nanoparticle vaccine technology, the company produces vaccine candidates to efficiently and effectively respond to both known and newly emergent diseases.

Forward-Looking Statements

Statements contained in this release, including those relating to the sale of common stock, and those statements using words such as “expects” and “intends” are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to: our ability to successfully complete the offering on terms and conditions satisfactory to us; the possible adverse impact on the market price of our shares of common stock due to the dilutive effect of the securities to be sold in the offering; capital market risks; our ability to raise additional capital when needed; and other risk factors identified from time to time in the reports we file with Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, which are available at www.sec.gov. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. 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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Contact: Barclay A. Phillips

SVP, Chief Financial Officer and Treasurer

Novavax, Inc.

240-268-2000