PR99216

GAITHERSBURG, Md., Dec. 14, 2022 /PRNewswire=KYODO JBN/ --

Novavax, Inc. (Nasdaq: NVAX), a biotechnology company dedicated to developing

and commercializing next-generation vaccines for serious infectious diseases,

today announced a proposed underwritten public offering to sell up to $125

million of its common stock. In connection with the common stock offering,

Novavax expects to grant to the underwriters a 30-day option to purchase up to

an additional $18.75 million of its common stock at the public offering price,

less underwriting discounts and commissions.

J.P. Morgan, Jefferies and Cowen are acting as joint book-running managers and

representatives of the underwriters for the common stock offering.

Concurrently with the offering of common stock, Novavax also announced an

offering of $125 million aggregate principal amount of convertible senior notes

due 2027 (the "notes") to persons reasonably believed to be qualified

institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as

amended. In connection with the notes offering, Novavax expects to grant to the

initial purchasers a 30-day option to purchase up to an additional $18.75

million aggregate principal amount of the notes. The common stock offering is

not contingent upon the consummation of the concurrent offering of the notes,

and the concurrent offering of the notes is not contingent upon the

consummation of the common stock offering.

Novavax may use the net proceeds from the common stock offering and, if

consummated, the concurrent offering of the notes, for general corporate

purposes, including but not limited to the continued global commercial launch

of Nuvaxovid, repayment or repurchase of a portion of the $325 million in

outstanding principal amount of our 3.75% convertible senior unsecured notes

due February 1, 2023, working capital, capital expenditures, research and

development expenditures, clinical trial expenditures, repayments under our

supply agreements, as well as acquisitions and other strategic purposes.

A registration statement relating to the common stock offering was filed with

the Securities and Exchange Commission ("SEC") on March 11, 2020 and is

effective. The common stock offering will be made only by means of a prospectus

supplement and the accompanying prospectus. Before investing in the common

stock offering, purchasers should read the preliminary prospectus supplement

relating to and describing the terms of such public offering and the related

registration statement and other documents Novavax has filed with the SEC for

more complete information about Novavax and such public offering. These

documents, when available, are free and can be found by visiting EDGAR on the

SEC website at www.sec.gov . Alternatively, copies of the preliminary prospectus

supplement and accompanying prospectus relating to the common stock offering

may be obtained, when available, from: J.P. Morgan, Attention: Broadridge

Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone

at (866) 803-9204 or by email at prospectus-eq_fi@jpmchase.com; Jefferies LLC,

Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New

York, NY 10022, by telephone at (877) 821-7388, or by email at

prospectus_department@jefferies.com or Cowen and Company, LLC, c/o Broadridge

Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn:

Prospectus Department, by telephone at (833) 297-2926, or by email at

PostSaleManualRequests@broadridge.com.

This press release shall not constitute an offer to sell or the solicitation of

an offer to buy the securities being offered, nor shall there be any sale of

the securities being offered in any state or other 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 other jurisdiction.

About Novavax

Novavax, Inc. (Nasdaq: NVAX) is a biotechnology company that promotes improved

health globally through the discovery, development, and commercialization of

innovative vaccines to prevent serious infectious diseases. The company's

proprietary recombinant technology platform harnesses the power and speed of

genetic engineering to efficiently produce highly immunogenic nanoparticles

designed to address urgent global health needs. The Novavax COVID-19 vaccine,

has received authorization from multiple regulatory authorities globally,

including the U.S. FDA, the European Commission, and the World Health

Organization. The vaccine is currently under review by multiple regulatory

agencies worldwide, including for additional indications and populations such

as adolescents and as a booster. In addition to its COVID-19 vaccine, Novavax

is also currently evaluating its COVID-19-Influenza Combination (CIC) vaccine

candidate in a Phase 1/2 clinical trial, its quadrivalent influenza

investigational vaccine candidate, and an Omicron strain-based vaccine

(NVX-CoV2515) as well as a bivalent format Omicron-based / original

strain-based vaccine. These vaccine candidates incorporate Novavax' proprietary

saponin-based Matrix-M adjuvant to enhance the immune response and stimulate

high levels of neutralizing antibodies.

Forward-Looking Statements

This press release contains forward-looking statements. Investors are cautioned

not to place undue reliance on these forward-looking statements, including, but

not limited to, statements regarding the ability of Novavax to successfully

complete the offerings, the timing and terms of the proposed offerings, the

estimated net proceeds of the proposed offerings and Novavax' anticipated use

of proceeds. Novavax cautions that these forward-looking statements are subject

to numerous risks and uncertainties that could cause actual results to differ

materially from those expressed or implied by such statements. Applicable risks

and uncertainties include, but are not limited to, those related to whether or

not Novavax will be able to consummate the potential offerings on the timelines

or with the terms anticipated, if at all, and the possible adverse impact on

the market price of the shares of its common stock. In addition, Novavax'

management retains broad discretion with respect to the allocation of the net

proceeds of the offerings. Applicable risks also include those that are listed

under the heading "Risk Factors" and elsewhere in Novavax' Annual Report on

Form 10-K for the fiscal year ended December 31, 2021 and Novavax' Quarterly

Report on Form 10-Q for the fiscal quarter ended June 30, 2022, in addition to

the risk factors that are included from time to time in Novavax' subsequent SEC

filings. The forward-looking statements in this press release speak only as of

the date of this document, and Novavax undertakes no obligation to update or

revise any of the statements. Novavax' 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. All forward looking statements are qualified in their entirety

by this cautionary statement.

Contacts:

Investors

Erika Schultz | 240-268-2022

ir@novavax.com

Media

Ali Chartan or Giovanna Chandler | 202-709-5563

media@novavax.com

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SOURCE  Novavax, Inc.