Novavax Announces Exercise of Over-Allotment Option to Purchase Additional Shares

GAITHERSBURG, Md., Feb. 05, 2016 -- Novavax, Inc. (Nasdaq:NVAX), a clinical-stage vaccine company focused on the discovery, development and commercialization of recombinant nanoparticle vaccines and adjuvants, today announced that, in connection with Novavax’ previously announced initial offering of 3.75% Senior Convertible Notes due 2023 (the “Notes”), the initial purchasers have exercised in part their previously announced over-allotment option to purchase an additional $25 million aggregate principal amount of the Notes (the “Additional Notes”). The closing of the sale of the Additional Notes occurred on February 5, 2016. Following the closing of the Additional Notes, Novavax has issued a total of $325 million aggregate principal amount of its 3.75% Senior Convertible Notes due 2023. Following today’s closing, the initial purchasers retain the option, expiring February 24, 2016, to purchase up to an additional $5 million aggregate principal amount of the Notes on the same terms and conditions as previously disclosed. The Notes were offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

Citigroup and J.P. Morgan acted as joint book-running managers of the offering. Piper Jaffray and Guggenheim Securities acted as Co-Lead Managers.

Assuming the initial purchasers do not exercise the remainder of their over-allotment option, Novavax will have received aggregate net proceeds from the offering (including the previously-announced net proceeds of approximately $291 million from the initial closing on January 29, 2016) of approximately $315 million, after deducting the initial purchasers’ discounts and commissions, but prior to deducting estimated offering expenses. Novavax used approximately $2.9 million of the net proceeds from the offering of the Additional Notes to pay the cost of additional capped call transactions entered into in connection with the partial exercise of the over-allotment option. The cap price of the capped call transactions will be $9.73 per share, which represents a premium of approximately 75% based on the last reported sale price of Novavax’ common stock of $5.56 per share on the day of pricing of the Notes, January 25, 2016, and is subject to certain adjustments under the terms of the additional capped call transactions.

About Novavax

Novavax, Inc. (Nasdaq:NVAX) is a clinical-stage vaccine company committed to delivering novel products to prevent a broad range of infectious diseases. Its recombinant nanoparticles and Matrix-M™ adjuvant technology are the foundation for groundbreaking innovation that improves global health through safe and effective vaccines.

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, potential exercise by the initial purchasers of their remaining over-allotment option and the possible effects of the capped call transactions. Each forward‐looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include, but are not limited to, those related to the conduct, timing and potential results from Novavax’ clinical-trials and other preclinical studies, Novavax’ plans for and potential timing of regulatory filings, the expected timing and content of regulatory actions, Novavax’ plans regarding partnering activities and business development initiatives, and the timing and success of Novavax’ commercialization, if any, of its product candidates. In addition, Novavax’ management retains broad discretion with respect to the allocation of the net proceeds of this offering. 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, 2014, in addition to the risk factors that are included from time to time in Novavax’ subsequent SEC filings. Novavax undertakes no obligation to update these forward-looking statements to reflect events or circumstances occurring after this press release. Except as otherwise noted, these forward-looking statements speak only as of the date of this press release. All forward‐looking statements are qualified in their entirety by this cautionary statement.

Contact:

Novavax, Inc.

Barclay A. Phillips
SVP, Chief Financial Officer and Treasurer

Andrea N. Flynn, Ph.D.
Senior Manager, Investor Relations

[email protected]
240-268-2000