Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2021, Novavax, Inc. (the "Company") entered into an advanced purchase agreement (the "Canada Agreement") with Her Majesty the Queen in Right of Canada as represented by the Minister of Public Works and Government Services (the "Customer") under which the Customer agreed, subject to receipt by the Company of regulatory approval in Canada, to purchase 52 million doses of NVX-CoV2373, the Company's vaccine candidate for the SARS-CoV-2 virus (the "Vaccine"), solely for the purpose of vaccinating individuals in Canada and Canadian personnel deployed offshore (and, subject to certain conditions, for donation or resale to countries outside Canada), plus such additional orders as the Customer may make from time to time, up to a maximum aggregate additional 24 million doses.

The Company agreed to submit an application for regulatory approval for the Vaccine in Canada following its first submission for regulatory approval in another priority market (e.g., the United States, the United Kingdom or the European Union). The Customer agreed to provide reasonable assistance to the Company with obtaining such regulatory approval and may terminate the Agreement if the Company fails to timely submit such application for regulatory approval. If such regulatory approval is obtained, the Company intends to promptly commence delivering monthly shipments of the Vaccine to the Customer until the aggregate amount of doses under the Canada Agreement has been provided. The Customer may cancel deliveries of the Vaccine following any failure by the Company to meet the required levels of supply that has not been timely remedied pursuant to the terms of the Canada Agreement.

The Customer may donate or resell doses of the Vaccine to other countries, subject to certain limitations set forth in the Canada Agreement, including that the purpose of such donation or resale is to vaccinate individuals against SARS-CoV-2.

The Customer may terminate the Canada Agreement if (i) a material breach by the Company is not timely cured following written notice of such breach or such breach is incapable of being cured, (ii) the Company fails to timely achieve regulatory approval in Canada, or (iii) a Vaccine seizure from another country results in the Company's failure to deliver the Vaccine to the Customer. The Canada Agreement will terminate upon the Company's delivery and the Customer's acceptance of 52 million doses of the Vaccine, unless extended pursuant to the terms of the Canada Agreement, including in the event that the Customer places any orders for additional doses of the Vaccine.

The foregoing description of the material terms of the Canada Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which will be filed with the Securities and Exchange Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.




Item 8.01. Other Events.

On January 22, 2021, the Company filed a prospectus supplement with the Securities and Exchange Commission which contemplates the sale of up to $500,000,000 of shares of the Company's common stock (the "Shares") from time to time in at-the-market offerings pursuant to an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (the "Sales Agent"), dated as of January 22, 2021 (the "January 2021 Sales Agreement"). Sales pursuant to the January 2021 Sales Agreement will be made only upon instructions by the Company to the Sales Agent, and the Company cannot provide any assurances that it will issue any Shares pursuant to the January 2021 Sales Agreement.

A copy of the January 2021 Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the January 2021 Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement.

Ropes & Gray LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

Between November 10, 2020 and January 20, 2021, the Company sold 3.6 million shares of its common stock resulting in $466.8 million in net proceeds at a weighted average sales price of $131.95 per share pursuant to its At Market Issuance Sales Agreement with the Sales Agent, dated as of November 10, 2020 (the "November 2020 Sales Agreement"), leaving $27.2 million remaining under the November 2020 Sales Agreement as of January 20, 2021. The Company and the Sales Agent terminated the November 2020 Sales Agreement by mutual agreement on the date hereof.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits



Exhibit
  No.      Description

  1.1        At Market Issuance Sales Agreement between Novavax, Inc. and B.
           Riley Securities, Inc., dated January 22, 2021.

  5.1        Opinion of Ropes & Gray LLP.

  23.1       Consent of Ropes & Gray LLP (included in Exhibit 5.1)

104        Cover Page Interactive Data File (formatted as Inline XBRL).

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