On April 27, 2010, the Securities and Exchange Commission (the "Commission") declared effective the Registration Statement on Form S-3 (File No. 333-165496) of Novavax, Inc. (the "Company") originally filed on March 16, 2010 with the Commission (the "Registration Statement"). The Registration Statement permits the Company to issue, in one or more offerings, shares of common stock, preferred stock, warrants or units at an aggregate initial offering price not to exceed $150,000,000.

On October 23, 2012, the Company agreed to sell, directly to RA Capital Management, LLC, Camber Capital Management LLC, Ayer Capital Management LP and/or one or more of their respective affiliates, 12,385,321 shares of the Company's common stock, par value $0.01 per share (the "Shares"), at a price equal to $2.18 per Share. The Company will not pay any underwriting discounts or commissions on this transaction, so the proceeds to the Company, before expenses, will be approximately $27 million. The Company estimates that total expenses of this offering will be approximately $100,000.

In connection with the offering, the Company is filing as exhibits to this Current Report on Form 8-K the following documents:

• as Exhibits 5.1 and 23.1, the legal opinion and consent of Ropes & Gray LLP relating to the Shares to be issued and sold in the offerings;

• as Exhibit 99.1, a press release announcing the offering.

The Company's press release announcing the offerings is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits

   Exhibit No.   Description

   5.1           Opinion of Ropes & Gray LLP.

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

   99.1          Press Release of the Company dated October 23, 2012.