On December 23, 2022, Novavax, Inc. (the "Company") reported to have completed the issuance and sale of $25.25 million aggregate principal amount of the Company’s 5.00% Convertible Senior Notes due 2027 (the "Additional Notes") to J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC, as representatives (the "Representatives") of the several initial purchasers (the "Initial Purchasers"), pursuant to their election to purchase Additional Notes, which was exercised in full, pursuant to the purchase agreement, dated as of December 15, 2022, by and among the Company and the Initial Purchasers (the "Purchase Agreement") (Filing, 8-K, Novavax, DEC 28, 2022, View Source [SID1234625663]). The Additional Notes have the same terms and were issued pursuant to the same indenture with the Bank of New York Mellon Trust Company, N.A., as trustee, as the Company’s 5.00% Convertible Senior Notes due 2027 issued on December 20, 2022, as described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2022 (the "Notes Form 8-K"). The information set forth in Item 1.01 of the Notes Form 8-K is incorporated herein by reference.

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The Company’s net proceeds from this offering (including the previously-announced net proceeds of approximately $142.2 million from the initial closing on December 20, 2022, as described in the Notes Form 8-K) were approximately $166.3 million, after deducting the Initial Purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. As previously announced, the Company may use the net proceeds from the offering of the Notes for general corporate purposes, including but not limited to the continued global commercial launch of Nuvaxovid, repayment or repurchase of a portion of the $325.0 million in outstanding principal amount of its 3.75% convertible senior unsecured notes due February 1, 2023, working capital, capital expenditures, research and development expenditures, clinical trial expenditures, repayments under its supply agreements, as well as acquisitions and other strategic purposes.