Item 8.01. Other Events.
On January 21, 2020, Novavax, Inc. (the "Company"), filed a prospectus
supplement with the Securities and Exchange Commission which contemplates the
sale of up to $100,000,000 of shares of the Company's common stock (the
"Shares") from time to time in at-the-market offerings pursuant to an At Market
Issuance Sales Agreement with B. Riley FBR, Inc. (the "Sales Agent"), dated as
of January 21, 2020 (the "2020 Sales Agreement"). Sales pursuant to the 2020
Sales Agreement will be made only upon instructions by the Company to the Sales
Agent, and the Company cannot provide any assurances that it will issue any
Shares pursuant to the 2020 Sales Agreement.
A copy of the 2020 Sales Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. The foregoing description of the material
terms of the 2020 Sales Agreement does not purport to be complete and is
qualified in its entirety by reference to such agreements.
Ropes & Gray LLP, counsel to the Company, has issued a legal opinion relating to
the Shares. A copy of such legal opinion, including the consent included
therein, is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 At Market Issuance Sales Agreement between Novavax, Inc. and B.
Riley FBR, Inc., dated January 21, 2020.
5.1 Opinion of Ropes & Gray LLP.
23.1 Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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