PR99217

GAITHERSBURG, Md., Dec. 15, 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 offering of $125 million aggregate principal amount

of convertible senior notes due 2027 (the "notes"). The notes will be offered

and sold only 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 offering of the notes, 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.

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The notes will represent senior unsecured obligations of Novavax and will

accrue interest payable semi-annually in arrears and will mature on December

15, 2027, unless earlier converted, redeemed or repurchased. Novavax will

settle conversions by paying or delivering, as applicable, cash, shares of its

common stock, par value $0.01 per share ("common stock"), or a combination of

cash and shares of its common stock, at Novavax' election. The notes will be

redeemable, in whole or in part (subject to certain limitations), for cash at

Novavax' option at any time, and from time to time, on or after December 22,

2025, if the last reported sale price of common stock has been at least 130% of

the conversion price then in effect for at least 20 trading days (whether or

not consecutive), during any 30 consecutive trading day period (including the

last trading day of such period) ending on and including the trading day

immediately preceding the date on which Novavax provides notice of redemption

at a redemption price equal to 100% of the principal amount of the notes to be

redeemed, plus any accrued and unpaid interest to, but excluding, the

redemption date. The interest rate, initial conversion rate and other terms of

the notes will be determined at the pricing of the offering.

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

representatives of the initial purchasers for the offering of the notes. J.

Wood Capital Advisors served as financial advisor to the Company in relation to

the offering of the notes.

Concurrently with the offering of notes, Novavax also 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. The offering of the notes is not contingent upon the consummation

of the concurrent common stock offering, and the concurrent common stock

offering is not contingent upon the consummation of the offering of the notes.

Novavax may use the net proceeds from the offering of the notes and, if

consummated, the concurrent common stock offering, 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.

The offer and sale of the notes are not being registered under the Securities

Act of 1933, as amended (the "Securities Act"), or any state securities laws.

The notes may not be offered or sold in the U.S. except pursuant to an

exemption from the registration requirements of the Securities Act and any

applicable state securities laws.

The notes will be offered only to persons reasonably believed to be qualified

institutional buyers pursuant to Rule 144A under the Securities Act. The offer

and sale of the notes and any shares of common stock issuable upon conversion

of the notes have not been, and will not be, registered under the Securities

Act or any other securities laws, and the notes and any such shares cannot be

offered or sold absent registration or except pursuant to an applicable

exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and any other applicable securities laws.

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, 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

SOURCE:  Novavax, Inc.