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.