PR99237

GAITHERSBURG, Md., Dec. 16, 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 the pricing of an underwritten public offering to sell

6,500,000 shares of its common stock at a public offering price of $10.00 per

share, or $65 million worth of shares of its common stock. In connection with

the common stock offering, Novavax granted the underwriters a 30-day option to

purchase up to an additional 975,000 shares of its common stock at the public

offering price, less underwriting discounts and commissions. The offering is

expected to close on December 20, 2022, subject to customary closing conditions.

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

representatives of the underwriters for the common stock offering. B. Riley

Securities and H.C. Wainwright & Co. are acting as co-lead managers for the

common stock offering.

Concurrently with the pricing of the common stock, Novavax also announced today

the pricing of its previously announced offering of $150 million aggregate

principal amount of its 5.00% 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 has granted to the initial purchasers a 30-day option

to purchase up to an additional $25.25 million aggregate principal amount of

the notes. The offering of the notes is expected to close on December 20, 2022,

subject to customary closing conditions. 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 estimates that the net proceeds from the common stock offering after

deducting underwriting discounts and commissions and estimated offering

expenses payable by Novavax, will be approximately $60.7 million (or

approximately $69.8 million if the underwriters in that offering exercise in

full their option to purchase additional shares).

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 its 3.75% convertible senior unsecured notes

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

development expenditures, clinical trial expenditures, repayments under its

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 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. An electronic copy of the

preliminary prospectus supplement and accompanying prospectus relating to the

common stock offering are available on the SEC's website at www.sec.gov. An

electronic copy of the prospectus supplement and accompanying prospectus

relating to the common stock offering will be available on the SEC website at

www.sec.gov, and may also 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. Food and Drug Administration, 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 estimated net proceeds of the 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.