PR 99236

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 offering of $150 million aggregate principal

amount of its 5.00% convertible senior notes due 2027 (the "notes"). The notes

are being 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 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.

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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 notes will be convertible at an initial conversion rate of 80.0000 shares

of common stock per $1,000 principal amount of notes (equivalent to an initial

conversion price of $12.50 per share, which represents a conversion premium of

25% of the public offering price in the concurrent common stock offering

described below).

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 the notes, Novavax also announced today the

pricing of its previously announced underwritten public offering to sell up to

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 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. The concurrent common stock

offering is expected to close on December 20, 2022, subject to customary

closing conditions.

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 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.

Novavax estimates that the net proceeds from the offering of the notes will be

approximately $142.2 million (or approximately $166.3 million if the initial

purchasers exercise in full their option to purchase additional notes), after

deducting the initial purchasers' discounts and estimated offering expenses

payable by Novavax.

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 are being 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. 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.