Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2022, Novavax, Inc. (the "Company") completed its previously announced offering of $150 million aggregate principal amount of 5.00% Convertible Senior Notes due 2027 (the "Notes"). The Notes were 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 (the "Securities Act"). In connection with the offering of the Notes, the Company 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 Notes were issued pursuant to an indenture, dated December 20, 2022 (the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Notes are senior unsecured obligations of the Company and will mature on December 15, 2027, unless earlier converted, redeemed, or repurchased. The Notes will bear interest at a rate of 5.00% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2023.

The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding September 15, 2027, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate for the Notes on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; and (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after September 15, 2027 until the close of business on the business day immediately preceding the maturity date (December 15, 2027), holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing conditions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock, at the Company's election, in the manner and subject to the terms and conditions provided in the Indenture.

The conversion rate for the Notes will initially be 80.0000 shares of the Company's common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $12.50 per share of common stock. The initial conversion price of the Notes represents a conversion premium of 25% of the public offering price in the Company's concurrent common stock offering that closed on December 20, 2022. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes (or any portion thereof) in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be.

The Company may not redeem the Notes prior to December 22, 2025. The Company may redeem for cash all or any portion of the Notes, at its option, on or after December 22, 2025, if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes 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 the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $50 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for the Notes.

If the Company undergoes a fundamental change (as defined in the Indenture), holders may require, subject to certain conditions and exceptions as set forth in the Indenture, the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company or its significant subsidiaries after which the Notes become automatically due and payable. The following events are considered "events of default" under the Indenture:

· default in any payment of interest on any Note when due and payable and the

default continues for a period of 30 days;

· default in the payment of principal of any Note when due and payable at its


   stated maturity, upon optional redemption, upon any required repurchase, upon
   declaration of acceleration or otherwise;

· failure by the Company to comply with its obligation to convert the Notes in


   accordance with the Indenture upon exercise of a holder's conversion right, and
   such failure continues for three business days;

· failure by the Company to give (i) a fundamental change notice or notice of a


   make-whole fundamental change, and such failure continues for two business days
   or (ii) notice of certain specified corporate events, and such failure
   continues for three business days;

· failure by the Company to comply with its obligations in respect of any

consolidation, merger or sale of assets;

· failure by the Company to comply with any of the other agreements in the

Indenture for 60 days after receipt of written notice of such failure from the

trustee or the holders of at least 25% in aggregate principal amount of the


   Notes then outstanding;
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference in this Item 3.02.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and for resale by the initial purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated December 15, 2022 by and among the Company and the initial purchasers. The aggregate discount to the initial purchasers was approximately $4.5 million.

Initially, and subject to the terms and conditions set forth in the Indenture, a maximum of 15,000,000 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 100.0000 shares of common stock per $1,000 principal amount of Notes, which is subject to customary conversion rate adjustment provisions.

The Notes and the shares of the Company's common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of Company's common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Company's common stock.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.                                     Description

  4.1       Indenture, dated as of December 20, 2022, between Novavax, Inc. and
          The Bank of New York Mellon Trust Company, N.A., as trustee.
  4.2       Form of 5.00% Convertible Senior Note due 2027 (included as Exhibit A
          to Exhibit 4.1).
104       Cover Page Interactive Data File (formatted as Inline XBRL).

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