The Notes are currently being offered and sold only to persons who are reasonably qualified institutional purchasers within the meaning of Rule 144A under the Securities Act of 1933, as amended. In conjunction with the offering of the Notes, Novavax is granting the initial purchasers a 30-day option to purchase up to $25.25 million in aggregate principal amount of the Bonds. The offering of the Notes is expected to close on December 20, 2022, subject to customary closing conditions.

The bonds represent senior unsecured obligations of Novavax and bear semi-annual interest in arrears. They will mature on December 15, 2027, unless converted, paid out or repurchased earlier. Novavax will settle the conversion by payment of cash or delivery of common shares with a par value of $0.01 per share ("Common Shares") or a combination of cash and common shares at Novavax's option. The Notes may, at Novavax's discretion, be issued on or after 22. December 2025 may be repurchased for cash, in whole or in part, at any time (subject to certain restrictions) if the last reported sale price of the Common Shares is at least 130% of the then-current conversion price for at least twenty consecutive trading days, for a period of 30 consecutive trading days (including the last trading day of that period) until that trading date, and including that trading day; immediately preceding the date on which Novavax announces redemption at a redemption price equal to 100% of the nominal value of the bonds to be repaid, plus accrued and unpaid interest, up to the redemption date, but excluding that date.

The Notes will be convertible at an initial conversion rate of 80.0000 common shares per $1,000 par value of the Notes (representing an initial conversion price of $12.50 per share, representing a conversion premium of 25% of the public offering price in the concurrent common share offering described below).

J.P. Morgan, Jefferies and Cowen are acting as joint bookkeepers and representatives of the original purchasers for the offering of the Notes. J. Wood Capital Advisors acted as financial advisor to the Company in connection with the issuance of the Notes.

Concurrently with the offering of the Notes, Novavax also announced today the pricing of its previously announced subscribed public offering to sell its common shares of up to 6,500,000 of its common shares at a listed price of $10.00 per share or an aggregate value of $65 million. In connection with the offering of common shares, Novavax is granting the underwriters a 30-day option to purchase up to 975,000 common shares at the price of the public offering less the issue discounts and commissions. The offering of the Notes is not contingent upon the completion of the concurrent common share offering and the concurrent common share offering is not contingent upon the completion of the offering of the Bonds. The concurrent offering of common shares is expected to end on December 20, 2022, subject to customary closing conditions.

Novavax may use the net proceeds from the issuance of the Notes and, if executed, the concurrent issuance of common shares for general corporate purposes, including, but not limited to, the continued global launch of Nuvaxovid, the redemption or repurchase of a portion of the outstanding $325 million principal of its 3.75% convertible, senior unsecured notes of Novavax; due on February 1, 2023, for working capital, capital expenditures, research and development expenses, clinical trial expenses, repayments under its supply agreements, acquisitions and other strategic purposes.

Novavax estimates that the net proceeds from the offering of the Notes will be approximately $142.2 million (or approximately $166.3 million if the original purchasers exercise their option to purchase additional bonds in full) after deducting the initial discounts and estimated offering costs payable by Novavax.

The offer and sale of the Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The Notes may not be offered or sold in the United States absent an exemption from registration under the Securities Act and applicable state securities laws.

The Notes will only be offered and sold to persons who are reasonably qualified institutional purchasers under Rule 144A under the Securities Act. The offering and sale of the Bonds and any common shares issued in the conversion of the Bonds have not been and will not be registered under the Securities Act or any other securities laws, and the Bonds and any such shares may not be offered or sold absent registration unless there is an exemption from the registration requirements of the Securities Act or other applicable securities laws or an exemption from registration under the Securities Act or other applicable securities laws. Transaction that is not subject to registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities offered, nor may the securities offered be sold in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.