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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