On October 1, 2012, Novavax, Inc., a Delaware corporation (the "Company"), filed a prospectus supplement with the Securities and Exchange Commission which contemplates the sale of up to $50,000,000 of shares of the Company's common stock from time to time in at-the-market offerings pursuant to an At Market Issuance Sales Agreement with MLV & Co. LLC (the "Sales Agent"), dated as of October 1, 2012 (the "2012 Sales Agreement"). Sales pursuant to the 2012 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 2012 Sales Agreement.

In order to furnish certain exhibits for incorporation by reference into the Company's Registration Statement on Form S-3 (File No. 333-165496), the Company is filing the 2012 Sales Agreement and an opinion the Company received from its counsel regarding the validity of the shares to be sold pursuant to the 2012 Sales Agreement.

(d) Exhibits

Exhibit No.   Description

1.1           At Market Issuance Sales Agreement between Novavax, Inc. and MLV &
              Co. LLC, dated October 1, 2012.

5.1           Opinion of Ropes & Gray LLP.

23.1          Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above).