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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-01 · 647 added, 540 removed, 707 unchanged (63% of the section changed)

2 unchanged sentences

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within time periods specified in the rules and forms of the Securities and Exchange Commission.

“Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the chief executive officer and the chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report (the “Evaluation Date”).

“Disclosure controls and

procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, the Company’s chief executive officer and chief financial officer have concluded that, as of the Evaluation Date, such controls and procedures were effective at the reasonable assurance level.

8 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021.

1 unchanged sentence

Based on its assessment, our management has determined that, as of December 31, 2021, our internal controls over financial reporting are effective based on those criteria.

On May 27, 2020, we completed our acquisition of Novavax CZ.

We are in the process of evaluating the existing controls and procedures of Novavax CZ and integrating it into our internal control over financial reporting.

In accordance with SEC Staff guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded the business that we acquired in the Novavax CZ acquisition from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2020.

The business that we acquired in the Novavax CZ acquisition represented 15% of the Company’s total assets as of December 31, 2020, none of the Company’s revenue and less than 3% of the Company’s net loss for the year ended December 31, 2020.

Ernst & Young LLP has issued a report on our internal control over financial reporting.

2 unchanged sentences

Our management, including our chief executive officer and chief financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarterly period ended December 31, 2021 and has concluded that there was no change that occurred during the quarterly period ended December 31, 2021 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s assessment of and conclusion on the effectiveness of disclosure controls and procedures and internal controls over financial reporting did not include the internal controls related to the operations acquired in the acquisition of Novavax CZ that are included in our December 31, 2020 consolidated financial statements.

Our audit of internal control over financial reporting also did not include an evaluation of the internal control over financial reporting of Novavax CZ.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

6 unchanged sentences

The following table provides our equity compensation plan information as of December 31, 2021.

Under these plans, our common stock may be issued upon the exercise of stock options and purchases under our Employee Stock Purchase Plan (“ESPP”).

See also the information regarding our stock options and ESPP in Note 13 to the consolidated financial statements included herewith.

Under these plans, our common stock may be issued upon the exercise and/or vesting of equity awards and purchases under our Employee Stock Purchase Plan (“ESPP”).

See also the information regarding our equity awards and ESPP in Note 13 to the consolidated financial statements included herewith.

Equity Compensation Plan Information

Table of C onten ts

Plan Category Number of Securities

21 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of the Annual Report:

(a) The following documents are filed as part of the Annual Report on Form 10-K:

(1) Index to Financial Statements

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID:42)

Consolidated Balance Sheets as of December 31, 202 1 and 2 020

9 unchanged sentences

Confidential information contained in exhibits marked with a caret (^) has been omitted because it (i) is not material and/or (ii) would be competitively harmful if publicly disclosed.

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All other exhibits listed have previously been filed with the SEC and are incorporated herein by reference.

Number Description

3.1 Second Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 9, 2019 (File No.

3.3 Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 12, 2013 (File No.

3.4 Certificate of Designation of Series A Convertible Preferred Stock of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed June 19, 2020 (File No.

4.1 Specimen stock certificate for shares of common stock of the Registrant, par value $.01 per share (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3, filed on December 31, 2019 (File No.

4.2 Indenture (including form of Notes) with respect to Novavax, Inc.’s 3.75% Convertible Senior Notes due 2023, dated as of January 29, 2016, between Novavax, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on January 29, 2016 (File No.

4.3 Form of Series A Convertible Preferred Stock Certificate of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 19, 2020 (File No.

4.4* Description of Registrant’s Securities

10.1†† Novavax, Inc.

Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 12, 2013 (File No.

10.2†† Amendment to Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Appendix 1 of the Registrant’s Definitive Proxy Statement filed on April 30, 2014 in connection with the Annual Meeting held on June 12, 2014 (File No.

10.3†† Form of Non-Statutory Stock Option Award Agreement granted under the Novavax, Inc.

Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015 (File No.

10.4†† Form of Incentive Stock Option Award Agreement granted under the Novavax, Inc.

Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015 (File No.

10.5†† A mended and Restated 2013 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2020, filed on May 11, 2020 (File No.

10.6†† Amended and Restated Novavax, Inc.

2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on May 13, 2020 in connection with the Annual Meeting held on June 25, 2020 (File No.

Table of C onten ts

10.7†† Form of Non-Statutory Stock Option Award Agreement granted under the Novavax, Inc.

2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

10.8†† Form of Incentive Stock Option Award Agreement granted under the Novavax, Inc.

2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

10.9†† Form of Incentive Stock Option Award Agreement granted under the Novavax, Inc.

Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 27, 2017 (File No.

10.10†† Form of Incentive Stock Option Agreement granted under the Amended and Restated Novavax, Inc.

2015 Stock Incentive Plan (Performance- and Time-Based Vesting) (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 16, 2016 (File No.

10.11†† Form of Restricted Stock Award Agreement granted under the Novavax, Inc.

2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

10.12†† Form of Restricted Stock Unit Agreement granted under the Novavax, Inc.

Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 18, 2019 (File No.

10.13†† Form of Stock Appreciation Right Award Agreement granted under the Novavax, Inc.

Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 7, 2019 (File No.

10.14†† Form of Director Deferred Fee Agreement (Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No.

10.15†† Employment Agreement between Novavax, Inc.

and Stanley C.

Erck, dated as of June 22, 2011 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 9, 2011 (File No.

10.16†† Employment Agreement between Novavax, Inc.

and Gregory M.

Glenn dated July 1, 2010 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on July 6, 2010 (File No.

10.17††* Employment Agreement between Novavax, Inc.

and Gregory F.

Covino dated October 30, 2020

3.1 Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company ’s Current Report on Form 8-K filed on May 9, 2019 (File No.

3.3 Amended and Restated By-Laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 24, 2021 (File No.

3.4 Certificate of Designation of Series A Convertible Preferred Stock of the Registrant (Incorporated by reference to Exhibit 3.1 to the Company ’s Current Report on Form 8-K filed June 19, 2020 (File No.

4.1 Specimen stock certificate for shares of common stock of the Company, par value $.01 per share (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, filed on December 31, 2019 (File No.

4.2 Indenture (including form of Notes) with respect to the Company's 3.75% Convertible Senior Notes due 2023, dated as of January 29, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company ’s Current Report on Form 8-K, filed on January 29, 2016 (File No.

4.3 Form of Series A Convertible Preferred Stock Certificate of the Company (Incorporated by reference to Exhibit 4.1 to the Company' s Current Report on Form 8-K filed June 19, 2020 (File No.

4.4* Description of the C o mpany's Securities

10.1†† The Company's Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company ’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 12, 2013 (File No.

10.2†† Amendment to Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Appendix 1 of the Company' ’s Definitive Proxy Statement filed on April 30, 2014 in connection with the Annual Meeting held on June 12, 2014 (File No.

10.3†† Form of Non-Statutory Stock Option Award Agreement granted under the Company's Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Compan y ’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015 (File No.

10.4†† Form of Incentive Stock Option Award Agreement granted under the Company's Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company ’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015 (File No.

10.5†† Amended and Restated 2013 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.1 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2020, filed on May 11, 2020 (File No.

10.6†† The Company's Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company ’s Definitive Proxy Statement filed on May 3, 2021 in connection with the Annual Meeting held on June 17, 2021 (File No.

10.7†† Form of Non-Statutory Stock Option Award Agreement granted under the Company's 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

10.8†† Form of Incentive Stock Option Award Agreement granted under the Company's 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

10.9†† Form of Incentive Stock Option Award Agreement granted under the Company's Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Company ’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 27, 2017 (File No.

10.10†† Form of Incentive Stock O p t i o n Agreement granted under the Company's Amended and Restated 2015 Stock Incentive Plan (Performance- and Time-Based Vesting) (Incorporated by reference to Exhibit 10.1 to the Company ’s Current Report on Form 8-K, filed on November 16, 2016 (File No.

10.11†† Form of Restricted Stock Award Agreement granted under the Company's 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company' ’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

10.12†† Form of Restricted Stock Unit Agreement granted under the Company's .

Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.12 to the Company ’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 18, 2019 (File No.

10.13†† Form of Stock Appreciation Right Award Agreement granted under the Company' s Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed on November 7, 2019 (File No.

10.14†† Form of Director Deferred Fee Agreement (Incorporated by reference to Exhibit 10.10 to the Company ’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No.

10.15†† Employment Agreement between the Company and Stanley C.

Erck, dated as of June 22, 2011 (Incorporated by reference to Exhibit 10.2 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 9, 2011 (File No.

10.16†† Employment Agreement between the Company and Gregory M.

Glenn dated July 1, 2010 (Incorporated by reference to Exhibit 10.1 to the Company ’s Current Report on Form 8-K, filed on July 6, 2010 (File No.

10.17†† Employment Agreement between the Company and Gregory F.

Covino dated October 30, 2020 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.18†† Employment Agreement between the Company and Gregory F.

Covino dated April 13, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

10.19†† Offer letter to Gregory F.

Covino dated October 30, 2020

10.19†† Employment Agreement between Novavax, Inc.

Herrmann dated April 1, 2012 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 5, 2016 (File No.

10.20†† Employment Agreement between Novavax, Inc.

Trizzino dated March 3, 2014 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 5, 2016 (File No.

10.21†† Novavax, Inc.

Amended and Restated Change in Control Severance Benefit Plan (Incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 27, 2017 (File No.

10.22†† Form of Indemnification Agreement entered into between the Registrant and its directors and officers (Incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 (File No.

10.23 Lease Agreement for space at 22 Firstfield Road between ARE-20/22/1300 Firstfield Quince Orchard, LLC and Novavax, Inc., dated as of November 18, 2011 (Incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 14, 2012 (File No.

Table of C onten ts

10.24 Deed of Lease for space at 21 Firstfield Road between Firstfield Holdco, LLC and Novavax, Inc., dated as of February 4, 2015 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 21, 2015 (File No.

10.25 First Amendment to Deed of Lease for space at 21 Firstfield Road between Firstfield Holdco, LLC and Novavax, Inc., dated as of August 17, 2015 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on August 21, 2015 (File No.

10.26 Second Amendment to Deed of Lease for space at 21 Firstfield Road between BMR-Firstfield LLC (formerly Firstfield Holdco, LLC) and Novavax, Inc., dated as of March 31, 2017 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 8, 2017 (File No.

10.27* Deed o f L ease for space at 700 Quince Orchard Road between ARE-MARYLAND NO.

51, LLC and Novavax, Inc., dated October 22, 2020

10.28** Second Amended and Restated Joint Venture Agreement between Novavax, Inc.

and Cadila Pharmaceuticals Limited, dated as of July 17, 2018 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 7, 2018 (File No.

10.29** Second Amended and Restated Novavax Product License Agreement between Novavax, Inc.

and CPL Biologicals Private Limited, dated as of July 17, 2018 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 7, 2018 (File No.

10.30^ Supply and License Agreement between Novavax, Inc.

and Serum Institute of India Private Limited, dated as of July 30, 2020 (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

10.31^ Amendment to Supply and License Agreement between Novavax, Inc.

and Serum Institute of India Private Limited, dated as of September 11, 2020 (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

10.32** Grant Agreement between Bill & Melinda Gates Foundation and Novavax, Inc., dated as of September 25, 2015 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 9, 2015 (File No.

10.33** Global Access Commitments Agreement between Bill & Melinda Gates Foundation and Novavax, Inc., dated as of September 25, 2015 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 9, 2015 (File No.

10.34^ Asset Purchase Agreement between Novavax, Inc.

and Paragon Bioservices, Inc., dated June 26, 2019 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 7, 2019 (File No.

10.35*^ SARS-CoV-2 Vaccine Supply Agreement, effective as of October 22, 2020, between Novavax, Inc.

and The Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland

10.36*^ Advance Purchase Agreement, effective as of December 31, 2020, between Novavax, Inc.

and the Commonwealth of Australia as represented by the Department of Health

10.37*^ Advance Purchase Agreement, effective as of January 19, 2021, between Novavax, Inc.

and Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services

10.38^ Base Agreement between Novavax, Inc.

and Advanced Technology International, dated June 25, 2020 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

Covino dated October 30, 2020 (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.20†† Consulting Agreement between the Company and Gregory F.

Covino, dated August 10, 2021 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.21†† Employment Agreement between the Company and John A.

Herrmann dated April 1, 2012 (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 5, 2016 (File No.

10.22†† Employment Agreement between the Company and John J.

Trizzino dated March 3, 2014 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 5, 2016 (File No.

10.23†† Employment Agreement between the Company and James P.

Kelly dated July 12, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.24†† Offer letter to James P.

Kelly dated July 12, 2021 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.25†† Form of Amendment to Employment Agreement, dated June 17, 2021, between the Company and each of Stanley C.

Erck, Gregory M.

Glenn, John J.

Trizzino and John A.

Herrmann, III (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

10.26†† Company Amended and Restated Change in Control Severance Benefit Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

10.27†† Form of Indemnification Agreement entered into between the Company and its directors and officers (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 (File No.

10.28 Lease Agreement for space at 22 Firstfield Road between ARE-20/22/1300 Firstfield Quince Orchard, LLC and the Company , dated as of November 18, 2011 (Incorporated by reference to Exhibit 10.25 to the Company ’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 14, 2012 (File No.

10.29 Deed of Lease for space at 21 Firstfield Road between Firstfield Holdco, LLC and the C ompany , dated as of February 4, 2015 (Incorporated by reference to Exhibit 10.1 to the Company' s Current Report on Form 8-K, filed on August 21, 2015 (File No.

10.30 First Amendment to Deed of Lease for space at 21 Firstfield Road between Firstfield Holdco, LLC and the Company , dated as of August 17, 2015 (Incorporated by reference to Exhibit 10.2 to the Company ’s Current Report on Form 8-K, filed on August 21, 2015 (File No.

10.31 Second Amendment to Deed of Lease for space at 21 Firstfield Road between BMR-Firstfield LLC (formerly Firstfield Holdco, LLC) and the Company, dated as of March 31, 2017 (Incorporated by reference to Exhibit 10.2 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 8, 2017 (File No.

10.32 Deed of Lease for space at 700 Quince Orchard Road between ARE-MARYLAND NO.

51, LLC and the Company, dated October 22, 2020 (Incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.33* Amendment to Deed of Lease for space at 700 Quince Orchard Road between ARE-MARYLAND NO.

51, LLC and the Company, dated June 22, 2021

10.34** Second Amended and Restated Joint Venture Agreement between the Company and Cadila Pharmaceuticals Limited, dated as of July 17, 2018 (Incorporated by reference to Exhibit 10.1 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 7, 2018 (File No.

10.35** Second Amended and Restated Novavax Product License Agreement between t he Company and CPL Biologicals Private Limited, dated as of July 17, 2018 (Incorporated by reference to Exhibit 10.2 to the Company' s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed on November 7, 2018 (File No.

10.36^ Amended an d Restated Supply and License Agreement , da ted July 1, 2021, between the Company and Serum Institute of India Private Limited (Incorporated by reference to Exhibit 10.4 to the Company ’s Quarterly Report on Form 10-Q for the quarter ended September 30, 202 1, file d on November 5, 2021 (File No.

10.37^* Supply Agreement between the Company, Serum Institute of India Private Limited and Serum Life Sciences Limited, executed as of October 26, 2021

10.38^ Collaboration and Exclusive License Agreement between the Company and SK bioscience Company Limited, dated as of February 12, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 10, 2021 (File No.

10.39^* Amendment to Collaboration and Exclusive License Agreement between the Company and SK bioscience Company Limited, dated as of December 23, 2021

10.40^* Statement of Work No.

1 to Collaboration and Exclusive License Agreement between the Company and SK bioscience Company Limited, dated as of December 23, 2021

10.41^ Collaboration and Exclusive License Agreement between the Company and Takeda Pharmaceutical Company Limited, dated as of February 24, 2021 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 10, 2021 (File No.

10.42** Grant Agreement between Bill & Melinda Gates Foundation and the Company, dated as of September 25, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 9, 2015 (File No.

10.43** Global Access Commitments Agreement between Bill & Melinda Gates Foundation and the Company, dated as of September 25, 2015 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed on November 9, 2015 (File No.

10.44^ Asset Purchase Agreement between Company and Paragon Bioservices, Inc., dated June 26, 2019 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 7, 2019 (File No.

10.45^ SARS-CoV-2 Vaccine Supply Agreement, effective as of October 22, 2020, between the Company and The Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.46^ Advance Purchase Agreement, effective as of December 31, 2020, between the Company and the Commonwealth of Australia as represented by the Department of Health (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.47^* Amendment to Advance Purchase Agreement between the Company, and the Commonwealth of Australia as represented by the Department of Health, dated as of December 23, 2021

10.48^ Advance Purchase Agreement, effective as of January 19, 2021, between the Company and Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.49^ Advance Purchase Agreement, dated May 5, 2021, between the Company and the Gavi Alliance (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

10.50^ Advance Purchase Agreement, dated August 16, 2021, between the Company, Novavax CZ and the European Commission (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.51^ Base Agreement between the Company and Advanced Technology International, dated June 25, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

10.52^ Undefinitized Project Agreement No.

1 between Novavax, Inc.

and Advanced Technology International, dated July 6, 2020 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

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1 between the Company and Advanced Technology International, dated July 6, 2020 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

10.53^ Modification No.

01 to Undefinitized Project Agreement No.

1 between Novavax, Inc.

and Advanced Technology International.

dated July 9, 2020 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

1 between the Company and Advanced Technology International, dated July 9, 2020 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (File No.

10.54^ Modification No.

02 to Undefinitized Project Agreement No.

01, entered into September 10, 2020, between the Company and Advanced Technology International

01, entered into September 10, 2020, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.55^ Modification No.

03 to Undefinitized Project Agreement No.

01, entered into September 18, 2020, between the Company and Advanced Technology International

01, entered into September 18, 2020, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.56^ Modification No.

04 to Undefinitized Project Agreement No.

01, entered into December 23, 2020, between the Company and Advanced Technology International

01, entered into December 23, 2020, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.57^ Modification No.

05 to Undefinitized Project Agreement No.

01, dated January 12, 2021, between the Company and Advanced Technology International

01, dated January 12, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.58^ Modification No.

06 to Undefinitized Project Agreement No.

01, entered into January 19, 2021, between the Company and Advanced Technology International

10.46 Letter Contract between Novavax, Inc.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, dated June 8, 2020 (Incorporated as reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.47 Amendment of Solicitation/Modification of Contract between Novavax, Inc.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, dated September 16, 2020 (Incorporated as reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

01, entered into January 19, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.59^ Modification No.

07 to Undefinitized Project Agreement No.

01, dated April 23, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

10.60^ Modification No.

08 to Undefinitized Project Agreement No.

01, dated June 4, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

10.61^ Modification No.

09 to Undefinitized Project Agreement No.

01, dated July 16, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.62^ Modification No.

10 to Undefinitized Project Agreement No.

01, dated August 6, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.63^ Modification No.

11 to Undefinitized Project Agreement No.

01, dated August 26, 2021, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

10.64^* Modification No.

12 to Undefinitized Project Agreement No.

01, dated December 20, 2021, between the Company and Advanced Technology International

10.65^* Modification No.

13 to Undefinitized Project Agreement No.

01, dated February 1, 2022, between the Company and Advanced Technology International

10.66 Letter Contract between the Company and the U.S.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, dated June 8, 2020 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.67 Amendment of Solicitation/Modification of Contract between the Company and the U.S.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense, dated September 16, 2020 (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.68^ Amendment of Solicitation/Modification of Contract, Modification No.

2, entered into December 1, 2020, between the Company and the U.S.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (Incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.69^ Amendment of Solicitation/Modification of Contract, Modification No.

3, entered into January 5, 2021, between the Company and the U.S.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense

10.50 Base Call Option Transaction Confirmation, dated as of January 25, 2016, between Novavax and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 29, 2016 (File No.

10.51 Base Call Option Transaction Confirmation, dated as of January 25, 2016, between Novavax and Morgan S tanley & Co.

LLC (Incorporated by reference to Exhibit 10.

2 to the Registrant’s Current Report on Form 8-K, filed on January 29, 2016 (File No.

10.52 Additional Base Call Option Transaction Confirmation, dated as of February 2, 2016, between Novavax and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No.

Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (Incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.70 Base Call Option Transaction Confirmation, dated as of January 25, 2016, between Novavax and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 29, 2016 (File No.

10.71 Base Call Option Transaction Confirmation, dated as of January 25, 2016, between Novavax and Morgan Stanley & Co.

LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 29, 2016 (File No.

10.72 Additional Base Call Option Transaction Confirmation, dated as of February 2, 2016, between Novavax and JPMorgan Chase Bank, National Association, London Branch (Incorporated by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No.

10.73 Additional Base Call Option Transaction Confirmation, dated as of February 2, 2016, between Novavax and Morgan Stanley & Co.

LLC (Incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No.

10.54 Series A Convertible Preferred Subscription Agreement, dated June 15, 2020, between Novavax, Inc.

and RA Capital Healthcare Fund, L.P.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 19, 2020 (File No.

10.55 Restated Funding Agreement, entered into on May 11, 2020, between Novavax, Inc.

and the Coalition for Epidemic Preparedness Innovations (Incorporated as reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.56*^ Amendment Number 1 to the iPDP and Budget of the Outbreak Response Funding Agreement (Step 2), entered into on November 2, 202 0 , between Novavax, Inc.

and the Coalition for Epidemic Preparedness Innovations

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10.57 Share Purchase Agreement between Novavax, Inc.

(solely as guarantor), Novavax AB, De Bilt Holdings B.V., Poonawalla Science Park B.V., Bilthoven Biologicals B.V.

LLC (Incorporated by reference to Exhibit 10.52 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016 (File No.

10.74 Series A Convertible Preferred Subscription Agreement, dated June 15, 2020, between the Company and RA Capital Healthcare Fund, L.P.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 19, 2020 (File No.

10.75 Restated Funding Agreement, entered into on May 11, 2020, between the Company and the Coalition for Epidemic Preparedness Innovations (Incorporated as reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

10.76^ Amendment Number 1 to the iPDP and Budget of the Outbreak Response Funding Agreement (Step 2), entered into on November 2, 2020, between the Company and the Coalition for Epidemic Preparedness Innovations (Incorporated by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.77 Share Purchase Agreement between the Company (solely as guarantor), Novavax AB, De Bilt Holdings B.V., Poonawalla Science Park B.V., Bilthoven Biologicals B.V.

and Serum Institute International B.V.

(solely as guarantor), dated May 27, 2020 (Incorporated as reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

14 Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 9, 2011 (File No.

21* Subsidiaries of the Registrant

(solely as guarantor), dated May 27, 2020 (Incorporated as reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

14* Code of Conduct

21* Subsidiaries of the Company

23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

7 unchanged sentences

(i) the Consolidated Balance Sheets as of December 31, 2021 and 2020, (ii) the Consolidated Statements of Operations for the three years in the period ended December 31, 2021, (iii) the Consolidated Statements of Comprehensive Loss for the three years in the period ended December 31, 2021, (iv) the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three years in the period ended December 31, 2021, (v) the Consolidated Statements of Cash Flows for the three years in the period ended December 31, 2021, and (vi) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

FORM 10-K SUMMARY

4 unchanged sentences

President and Chief Executive Officer

March 1, 2021

February 28, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

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Name Title Date

/s/ Stanley C.

Erck President and Chief Executive Officer and Director (Principal Executive Officer) March 1, 2021

/s/ Gregory F.

Covino Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

March 1, 2021

Young Chairman of the Board of Directors March 1, 2021

Alton Director March 1, 2021

Erck President and Chief Executive Officer and Director (Principal Executive Officer) February 28, 2022

Kelly Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

February 28, 2022

Young Chairman of the Board of Directors February 28, 2022

Alton Director February 28, 2022

/s/ Richard H.

Douglas Director March 1, 2021

Evans Director March 1, 2021

Douglas Director February 28, 2022

/s/ Rachel K.

King Director March 1, 2021

King Director February 28, 2022

/s/ Margaret G.

McGlynn Director March 1, 2021

McGlynn Director February 28, 2022

/s/ Michael A.

McManus Director March 1, 2021

Modi Director March 1, 2021

Mott Director March 1, 2021

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McManus Director February 28, 2022

Modi Director February 28, 2022

Mott Director February 28, 2022

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2021, 2020, and 2019

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 202 1 and 20 20

3 unchanged sentences

Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

6 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

15 unchanged sentences

government contracts

Description of the Matter As described in Note 2 to the consolidated financial statements, the Company recorded $217.2 million of revenue from U.S.

Description of the Matter As described in Note 12 to the consolidated financial statements, the Company recorded approximately $811 million of revenue from U.S.

government contracts to advance the clinical development and manufacturing of NVX-CoV2373 on a reimbursable-cost or reimbursable-cost-plus fixed fee basis.

6 unchanged sentences

Auditing allowable contract costs was complex due to the specialized knowledge needed to evaluate the costs included in the calculation of indirect rates and the contract terms.

Table of C onten ts

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over recognition of revenue under the cost-based input method.

For example, we tested controls over the appropriateness of significant assumptions regarding the estimation of allowable costs to be incurred for the performance obligations and controls over the appropriateness of the indirect rate calculation.

To test the recognition of revenue under the cost-based input method, our audit procedures included among others, reviewing management’s estimate of total allowable costs at completion for consistency with contract terms, obtaining an understanding of the stage of completion through review of project deliverables, evidencing of stage of completion including discussion with clinical research and manufacturing teams, and comparing actual results to prior management estimates.

To test the recognition of revenue under the cost-based input method, our audit procedures included among others, reviewing management’s estimate to total allowable costs at completion for consistency with contract terms, obtaining an understanding of the stage of completion through review of project deliverables, evidence of stage of completion including discussion with clinical research and manufacturing teams, and comparing actual results to prior management estimates.

To test the recognition of revenue related to indirect rates, our audit procedures included among others, testing the allowability of the underlying costs used in the Company’s calculation of indirect rates.

1 unchanged sentence

Identification of embedded leases related to manufacturing supply agreements

Description of the Matter As described in Note 7 to the consolidated financial statements, the Company entered into multiple manufacturing supply agreements with contract manufacturing organizations and contract development and manufacturing organizations.

Description of the Matter As described in Note 7 to the consolidated financial statements, the Company entered into multiple supply agreements with contract manufacturing organizations and contract development and manufacturing organizations.

The Company determined that certain of these arrangements contain embedded leases as it has the exclusive use of, and control over, a portion of the manufacturing facility or equipment of the contract manufacturing organization during the contractual term of the arrangements.

As a result of identifying embedded leases in certain of these arrangements, the Company immediately expensed $245.9 million, which represented the right of use assets related to these arrangements that currently do not have alternative future use.

Auditing embedded leases within manufacturing supply agreements was complex due to the judgment required to evaluate whether each arrangement included a lease and the related lease term.

As a result of identifying embedded leases in certain of these arrangements, the Company immediately expensed approximately $ 144 million, which represented the right of use assets related to these arrangements that did not have an alternative future use.

Auditing embedded leases within supply agreements was complex due to the judgment required to evaluate whether each arrangement included a lease and the related lease term.

This significant auditor judgment involves the assessment of whether the Company has the right to obtain substantially all of the economic benefits from the use of identified assets and an assessment of the lease term, including whether the Company is reasonably certain not to exercise its termination provisions within the arrangements.

1 unchanged sentence

For example, we tested controls over management’s review of the supply agreements that evaluated whether management was entitled to substantially all of the economic benefits, as well as management’s assessment of the various termination provisions.

To test the Company’s identification of embedded leases, our audit procedures included among others, reviewing the terms of manufacturing supply agreements with contract manufacturing organizations and contract development and manufacturing organizations, obtaining an understanding of the facilities and equipment subject to the arrangements through discussions with representatives of the counterparties, and evaluating the identification of embedded leases and determination of the lease term.

To test the Company’s identification of embedded leases, our audit procedures included among others, reviewing the terms of supply agreements with contract manufacturing organizations, obtaining an understanding of the facilities and equipment subject to the arrangements through discussions with representatives of the counterparties, and evaluating the identification of embedded leases and determination of the lease term.

/s/ Ernst & Young LLP

1 unchanged sentence

Tysons, Virginia

March 1, 2021

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February 28, 2022

Report of Independent Registered Public Accounting Firm

5 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting included in item 9A, management's assessment of and conclusion of the effectiveness of internal control over financial reporting did not include the internal controls of Novavax CZ (formerly Praha Vaccines a.s.), which is included in the 2020 consolidated financial statements of the Company and constituted 15% of total assets, as of December 31, 2020, and 0% and 3% of revenue and net loss, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Novavax CZ.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated March 1, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 28, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Tysons, Virginia

March 1, 2021

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February 28, 2022

NOVAVAX, INC.

8 unchanged sentences

Total current assets 2,155,119 1,248,203

Restricted cash 1,460 410

Property and equipment, net 228,696 179,954

7 unchanged sentences

Accrued expenses 673,731 137,390

Accrued interest 5,078 5,078

Deferred revenue 1,422,944 273,228

2 unchanged sentences

Total current liabilities 2,390,319 579,672

Deferred revenue 172,528 —

Convertible notes payable 323,458 322,035

16 unchanged sentences

The accompanying notes are an integral part of these financial statements.

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NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information)

Year Ended December 31,

2021 2020 2019

(in thousands, except per share information)

Government contracts $ 217,246 $ 7,500 $ —

Grants and other 258,352 11,162 34,288

Grants $ 948,709 $ 453,210 $ 15,937

Royalties and other 197,581 22,388 2,725

Total revenue 1,146,290 475,598 18,662

8 unchanged sentences

Other income (expense) ( 8,197 ) 12,591 ( 13 )

Loss before income tax expense ( 1,714,536 ) ( 418,259 ) ( 132,694 )

Income tax expense 29,215 — —

Net loss $ ( 1,743,751 ) $ ( 418,259 ) $ ( 132,694 )

2 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Year Ended December 31,

2021 2020 2019

(in thousands)

Net loss $ ( 1,743,751 ) $ ( 418,259 ) $ ( 132,694 )

Other comprehensive income (loss):

Net unrealized gains on marketable securities available-for-sale 9 5 12

Net unrealized gains (losses) on marketable securities available-for-sale, net of reclassifications ( 9 ) 9 5

Foreign currency translation adjustment ( 8,368 ) 19,523 ( 1,322 )

2 unchanged sentences

The accompanying notes are an integral part of these financial statements.

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NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

Year Ended December 31, 2020, 2019 and 2018

(in thousands, except share information)

Common Stock Additional

6 unchanged sentences

Shares Amount

(in thousands, except share information)

Balance at December 31, 2018 19,245,302 $ 192 $ 1,144,621 $ ( 1,299,107 ) $ ( 2,450 ) $ ( 11,191 ) $ ( 167,935 )

Non-cash stock-based compensation — — 18,314 — — — 18,314

Stock-based compensation — — 17,048 — — — 17,048

Stock issued under incentive programs 173,873 2 1,122 — ( 132 ) — 992

Restricted stock cancelled ( 938 ) — — — — — —

Fractional shares purchased in stock split — — — — ( 1 ) — ( 1 )

Issuance of common stock, net of issuance costs of $ 1,655

4 unchanged sentences

Balance at December 31, 2019 32,399,352 324 1,260,551 ( 1,431,801 ) ( 2,583 ) ( 12,508 ) ( 186,017 )

Non-cash stock-based compensation

Preferred stock beneficial conversion feature

— — 24,139 ( 24,139 ) — — —

Conversion of preferred stock 4,388,850 44 199,778 — — — 199,822

Stock-based compensation — — 128,035 — — — 128,035

Stock issued under incentive programs 2,168,725 22 44,447 — ( 39,223 ) — 5,246

Fractional shares purchased in stock split — — — — ( 1 ) — ( 1 )

Issuance of common stock, net of issuance costs of $ 11,416

4 unchanged sentences

Balance at December 31, 2020 71,350,365 714 2,535,476 ( 1,874,199 ) ( 41,806 ) 7,024 627,209

Preferred stock beneficial conversion feature — — 24,139 ( 24,139 ) — — —

Conversion of preferred stock 4,388,850 44 199,778 — — — 199,822

Non-cash stock-based compensation — — 128,035 — — — 128,035

Stock-based compensation — — 183,626 — — — 183,626

Stock issued under incentive programs 2,503,819 24 68,032 — ( 43,295 ) — 24,761

1 unchanged sentence

2,578,967 26 564,833 — — — 564,859

Unrealized gain on marketable securities — — — — — 9 9

Unrealized loss on marketable securities — — — — — ( 9 ) ( 9 )

Foreign currency translation adjustment — — — — — ( 8,368 ) ( 8,368 )

2 unchanged sentences

The accompanying notes are an integral part of these financial statements.

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NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31,

2021 2020 2019

(in thousands)

Operating Activities:

3 unchanged sentences

Gain on sale of assets — — ( 9,016 )

Non-cash impact of lease termination — — ( 4,381 )

Amortization of debt issuance costs 1,424 1,424 1,424

Right-of-use assets expensed 144,433 245,861 —

Non-cash stock-based compensation 183,626 128,035 17,048

Other ( 16,504 ) 4,957 ( 2,451 )

Other items, net ( 7,641 ) ( 15,080 ) 6,381

Changes in operating assets and liabilities:

2 unchanged sentences

Deferred revenue 1,325,557 271,545 ( 8,331 )

Net cash used in operating activities ( 42,541 ) ( 136,623 ) ( 184,825 )

Net cash provided by (used in) operating activities 322,946 ( 42,541 ) ( 136,623 )

Investing Activities:

4 unchanged sentences

Proceeds from maturities of marketable securities 159,807 205,562 39,500

Net cash (used in) provided by investing activities ( 377,778 ) 38,492 28,596

Net cash provided by (used in) investing activities 100,154 ( 377,778 ) 38,492

Financing Activities:

1 unchanged sentence

Net proceeds from sales of common stock 564,859 875,623 97,392

Proceeds from the exercise of stock-based awards 44,469 992 2,745

Treasury stock related to tax withholding on stock-based awards ( 39,087 ) — —

Net proceeds from the exercise of stock-based awards 24,761 5,382 992

Finance lease payments ( 127,907 ) ( 96,065 ) —

1 unchanged sentence

Effect of exchange rate on cash, cash equivalents, and restricted cash ( 5,292 ) 2,115 ( 32 )

Net increase (decrease) in cash, cash equivalents and restricted cash 566,558 221 ( 53,472 )

Net increase in cash, cash equivalents, and restricted cash 879,521 566,558 221

Cash, cash equivalents, and restricted cash at beginning of year 648,738 82,180 81,959

7 unchanged sentences

Cash interest payments, net of amounts capitalized $ 19,428 $ 13,705 $ 12,188

Cash paid for income taxes $ 12,606 $ — $ —

The accompanying notes are an integral part of these financial statements.

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NOVAVAX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2020, 2019 and 2018

Note 1 – Organization

Novavax, Inc.

(“Novavax,” and together with its wholly owned subsidiaries, Novavax AB and Novavax CZ (formerly, Praha Vaccines a.s.), the “Company”) is a late-stage biotechnology company that promotes improved global health through the discovery, development and commercialization of innovative vaccines to prevent serious infectious diseases and address urgent, global health needs.

The Company’s vaccine candidates, including both its coronavirus vaccine candidate, NVX-CoV2373, and its lead influenza vaccine candidate, NanoFlu TM , are genetically engineered, three-dimensional nanostructures of recombinant proteins critical to disease pathogenesis and may elicit differentiated immune responses, which may be more efficacious than naturally occurring immunity or traditional vaccines.

(“Novavax,” and together with its wholly owned subsidiaries, including Novavax AB and Novavax CZ, the “Company”) is a biotechnology company that promotes improved global health through the discovery, development, and commercialization of innovative vaccines to prevent serious infectious diseases.

The Company’s vaccine candidates, including both its coronavirus vaccine candidate, NVX-CoV2373, and its lead influenza vaccine candidate, NanoFlu, are genetically engineered, three-dimensional nanostructures of recombinant proteins critical to disease pathogenesis and may elicit differentiated immune responses, which may be more efficacious than naturally occurring immunity or traditional vaccines.

NVX-CoV2373 and NanoFlu include the use of the Company's proprietary Matrix-M TM adjuvant.

In December 2021, the Company was granted emergency use listing (“EUL”) for NVX-CoV2373 by the World Health Organization (“WHO”), to be marketed as Nuvaxovid TM in Europe and other markets and conditional marketing authorization for Nuvaxovid TM , which prequalifies NVX-CoV2373 as meeting WHO standards for quality, safety, and efficacy.

The authorization follows the European Medicines Agency's (“EMA”) Committee for Medicinal Products for Human Use recommendation to authorize the vaccine and is applicable in all 27 European Union member states.

During the fourth quarter of 2021, in partnership with Serum Institute of India Private Limited (“SIIPL”), the WHO granted EUL for NVX-CoV2373 to be manufactured and marketed by SIIPL as Covovax TM , the Drugs Controller General of India granted emergency use authorization (“EUA”) for NVX-CoV2373, which will be manufactured and marketed in India by SIIPL under the brand name Covovax TM , the National Agency of Drug and Food Control of the Republic of Indonesia, or Badan Pengawas Obat dan Makanan, granted EUA for NVX-CoV2373, to be manufactured and marketed in Indonesia by SIIPL under the brand name Covovax™, and the Philippine Food and Drug Administration granted EUA for NVX-CoV2373, to be manufactured and marketed in the Philippines by SIIPL under the brand name Covovax TM .

Note 2 – Summary of Significant Accounting Policies

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The consolidated financial statements include the accounts of Novavax, Inc.

and its wholly owned subsidiaries, Novavax AB and Novavax CZ.

and its wholly owned subsidiaries, including Novavax AB and Novavax CZ.

All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts reported in prior periods have been reclassified to conform to current period financial statement presentation.

These reclassifications have no material effect on previously reported financial position, cash flows, or results of operations.

The Company combined amounts previously reported as Government contracts revenue of $ 217.2 million and Grants revenue of $ 236.0 million for the year ended December 31, 2020, and Government contracts revenue of $ 7.5 million and Grants revenue of $ 8.4 million for the year ended December 31, 2019 into a single financial statement line item, Grants, in the consolidated statements of operations.

Other revenue of $ 22.4 million for the year ended December 31, 2020, and $ 2.7 million for the year ended December 31, 2019 was reclassified to Royalties and other.

Use of Estimates

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Cash and cash equivalents consist of highly liquid investments with maturities of three months or less from the date of purchase.

Cash and cash equivalents consist of the following at December 31 (in thousands):

Cash and cash equivalents consist of the following (in thousands):

Cash $ 96,372 $ 122,312

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The specific identification method is used in computing realized gains and losses on the sale of the Company’s securities.

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sheets, and unrealized gains and losses on marketable securities are reported as a separate component of stockholders’ equity (deficit) until realized.

The Company classifies its marketable securities with readily determinable fair values as “available-for-sale.” Investments in securities that are classified as available-for-sale are measured at fair market value in the consolidated balance sheets, and unrealized gains and losses on marketable securities are reported as a separate component of stockholders’ equity (deficit) until realized.

Marketable securities are evaluated periodically to determine whether a decline in value is “other-than-temporary.” The term “other-than-temporary” is not intended to indicate a permanent decline in value.

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If a decline in value is determined to be other-than-temporary, the value of the security is reduced and the impairment is recorded as other income (expense) in the consolidated statements of operations.

Concentration of Credit Risk

Financial instruments expose the Company to concentration of credit risk and consist primarily of cash and cash equivalents and marketable securities.

The Company’s investment policy limits investments to certain types of instruments, including asset-backed securities, high-grade corporate debt securities and money market funds, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity.

At times, the Company maintains cash balances in financial institutions, which may exceed federally insured limits.

The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents.

Fair Value Measurements

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Restricted Cash

The Company’s current and non-current restricted cash includes payments received under the Coalition for Epidemic Preparedness Innovations (“CEPI”) funding agreements (see Note 8), payments received under the Bill & Melinda Gates Foundation (“BMGF”) grant agreements (see Note 8), escrow funds paid in connection with the acquisition of Novavax CZ (see Note 6), escrow funds received in connection with a sale of assets transaction in 2019, and cash collateral accounts under letters of credit that serve as security deposits for certain facility leases.

The Company will utilize the CEPI and BMGF funds as it incurs expenses for services performed under these agreements.

As of December 31, 2020, the restricted cash balances (both current and non-current) consisted of $ 1.5 million for payments received from BMGF, $ 92.4 million of payments under the CEPI funding agreements, and $ 1.5 million of security deposits.

As of December 31, 2019, the restricted cash balances (both current and non-current) consisted of $ 1.4 million for payments received from BMGF, $ 1.5 million held in escrow received in connection with the sale of assets transaction and $ 0.4 million of security deposits.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows at December 31 (in thousands):

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The Company’s current and non-current restricted cash includes payments received under the Coalition for Epidemic Preparedness Innovations (“CEPI”) funding agreements, payments received under the Bill & Melinda Gates Foundation (“BMGF”) grant agreements, and cash collateral accounts under letters of credit that serve as security deposits for certain facility leases.

CEPI and BMGF funds become unrestricted as the Company incurs expenses for services performed under these agreements.

As of December 31, 2021 and 2020, the restricted cash balances (both current and non-current) consisted primarily of $ 10.4 million and $ 92.4 million, respectively, of payments under the CEPI funding agreements.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows (in thousands):

Cash and cash equivalents $ 1,515,116 $ 553,398

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Cash, cash equivalents and restricted cash $ 1,528,259 $ 648,738

(1) Classified as Other non-current assets as of December 31, 2021 and 2020

Accounts Receivable

The Company recognizes amounts due from customers as accounts receivable when its right to payment is unconditional.

The Company has evaluated outstanding receivables to assess collectability, with consideration given to economic conditions, the aging of receivables, and customer-specific risks.

There was no allowance for doubtful accounts as of December 31, 2021, and 2020.

There was no bad debt expense for the years ended December 31, 2021, 2020 or 2019.

Concentration of Credit Risk

Financial instruments expose the Company to concentration of credit risk and consist primarily of cash and cash equivalents and marketable securities.

The Company’s investment policy limits investments to certain types of instruments, including asset-backed securities, high-grade corporate debt securities, and money market funds, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity.

At times, the Company maintains cash balances in financial institutions, which may exceed federally insured limits.

The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents.

The Company's accounts receivable arise from revenue arrangements with customers in different countries.

The Company's revenue is primarily due to grants made by government-sponsored and private organizations, as well as royalties from our collaboration and license partners.

The following entities accounted for more than 10% of total revenue or accounts receivable for the periods presented:

Percentage of Revenue

for Year Ended December 31, Percentage of Accounts Receivable as of December 31,

2021 2020 2019 2021 2020

government (a) 71 % 46 % 40 % * 78 %

CEPI 12 % 47 % * * *

SK bioscience, Co., Ltd.

Gavi, the Vaccine Alliance * * * 77 % *

Government of New Zealand * * * * 17 %

*Amounts represent less than 10%

(a) Including U.S.

government partnership formerly known as Operation Warp Speed, Department of Defense, and Biomedical Advanced Research and Development Authority

Pre-Launch Inventory

Prior to initial regulatory authorizations for its product candidates, the Company expenses costs relating to raw materials and inventory production as research and development expenses in the consolidated statements of operations, in the period incurred.

The Company capitalizes the costs of production as inventory when regulatory authorization and subsequent commercialization are considered probable and the Company expects to realize future economic benefit from the sales of the product candidate.

Upon the authorization of distribution and use of NVX-CoV2373 following regulatory authorizations by EMA and the WHO in December 2021, the Company began to capitalize inventory costs associated with the related supply of NVX-CoV2373, as it was determined that inventory costs subsequently incurred had a probable future economic benefit.

Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally three to twenty-five years .

Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the improvements or the remaining term of the lease.

Property and equipment are stated at cost, net of accumulated depreciation.

and are depreciated using the straight-line method over the estimated useful lives of the assets.

Repairs and maintenance costs are expensed as incurred.

The estimated useful lives of property and equipment are described below:

Buildings 25 years

Machinery and equipment 5 - 7 years

Computer hardware 3 years

Leasehold improvements Shorter of useful life or remaining term of the lease

Lease Accounting

The Company determines at the inception or modification of a contract if an arrangement is, or contains, a lease, which exists when the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration.

In determining if a contract contains a lease, the Company evaluates whether the contract, either explicitly or implicitly, is for the use of an identified asset and the Company has the right to direct the use of, and obtain substantially all of the benefit from, the identified asset.

The Company enters into manufacturing supply agreements with contract manufacturing organizations (“CMO”) and contract development and manufacturing organizations (“CDMO”) to manufacture its vaccine candidates.

Certain of these manufacturing supply agreements include the use of identified manufacturing facilities and equipment that are controlled by the Company and for which the Company obtains substantially all the output and may qualify as an embedded lease.

The Company treats manufacturing supply agreements that contain a lease as lease arrangements in their entirety.

The evaluation of leases that are embedded in the Company’s CMO and CDMO agreements is complex and requires judgment in determining whether the contract, either explicitly or implicitly, is for the use of an identified asset and the Company has the right to direct the use of, and obtain substantially all of the benefit from, the identified asset which generally, is the use of a portion of the manufacturing facility of the CMO or CDMO, whether the Company has the right to direct the use of, and obtain substantially all of the benefit from, the identified asset, the term of the lease, and the fixed lease payments under the contract.

Depending on the contract, the lease commencement date, defined as the date on which the lessor makes the underlying asset available for use by the lessee and is the date on which the Company is required to accrue lease expenses, may be different than the inception date of the contract.

The Company determines the non-cancellable lease term of its embedded leases based on the impact of certain expected milestones on its option to terminate the lease where it is reasonably certain to not exercise that option.

The Company evaluates changes to the terms and conditions of a lease contract to determine if they result in a new lease or a modification of an existing lease.

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Leases are classified as either operating or finance leases based on the economic substance of the agreement.

The Company enters into non-cancelable lease agreements for facilities and certain equipment.

Further, the Company enters into manufacturing supply agreements with contract manufacturing organizations and contract development and manufacturing organizations to manufacture its vaccine candidates.

Certain of these manufacturing supply agreements include the use of identified manufacturing facilities and equipment that are controlled by the Company and, if the Company receives substantially all of the output of the underlying assets, qualify as an embedded lease.

manufacturing supply agreements that contain a lease are treated as lease arrangements in their entirety.

The Company also enters into non-cancelable lease agreements for facilities and certain equipment.

For leases that have a lease term of more than 12 months at the lease commencement date, the Company recognizes lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding right-of-use (“ROU”) assets, which represent the right to use an underlying asset for the lease term, based on the present value of the fixed future payments over the lease term.

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In determining the lease period, the Company evaluates facts and circumstances that could affect the period over which it is reasonably certain to use the underlying asset while taking into consideration the non-cancelable period over which it has the right to use the underlying asset and any option period to extend or terminate the lease if it is reasonably certain to exercise the option.

The Company re-evaluates short-term leases that are modified and if they no longer meet the requirements to be treated as short-term leases, recognizes and measures the lease liability and ROU asset as if the date of the modification is the lease commencement date.

The Company re-evaluates short-term leases that are modified and if they no longer meet the requirements to be treated as a short-term lease, recognizes and measures the lease

liability and ROU asset as if the date of the modification is the lease commencement date.

For short-term leases that are modified and continue to meet the requirements to be treated as a short-term lease, the Company remeasures the fixed lease payments under the modified lease and recognize lease payments as an expense on a straight-line basis over the modified lease term.

For operating leases, the Company recognizes lease expense related to fixed payments on a straight-line basis over the lease term and lease expense related to variable payments as incurred based on performance or usage in accordance with the contractual agreements.

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The Company expenses ROU assets acquired for research and development activities under ASC Topic 730, Research and Development , if they do not have an alternative future use, in research and development projects or otherwise.

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The Company uses significant assumptions and judgment in evaluating its lease contracts and other agreements under ASC 842, including the determination of whether an agreement is or contains a lease, whether a change in the terms and conditions of a lease contract represent a new or modified lease, whether a lease represents an operating or finance lease, the discount rate used to determine the present value of lease obligations, and the term of a lease embedded in its manufacturing supply agreements.

The Company performs research and development under government funding, grant, license and clinical development agreements.

The revenue primarily consists of funding under U.S.

government contracts and other arrangements to advance the clinical development and manufacturing of NVX-CoV2373.

The Company’s U.S.

government contracts are with the U.S.

Department of Defense (the “DoD”) and its participation in formerly known as Operation Warp Speed (“OWS”) (see Note 8).

Other funding arrangements primarily include a grant and forgivable loan funding from CEPI (see Note 8).

At contract inception, the Company analyzes the revenue arrangement to determine the appropriate accounting under U.S.

Intangible Assets

The Company’s intangible assets include proprietary adjuvant technology and collaboration agreements, which were measured at the estimated fair values as of their acquisition dates.

Amortization expense for intangible assets is recorded on a straight-line basis over the expected useful lives of the assets, ranging from 7 years to 20 years.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment and finite-lived intangible and right-of-use assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under ASC Topic 360, Property, Plant and Equipment.

The Company calculates the estimated fair value of a long-lived asset (group) using the income approach.

Impairment losses are recognized when the sum of expected future cash flows is less than the assets’ (group’s) carrying value.

Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise.

The Company has determined that, because its only business is the development of recombinant vaccines, it operates as a single operating segment and has one reporting unit.

The Company primarily utilizes the market approach and, if considered necessary, the income approach to determine if it has an impairment of its goodwill.

The market approach is based on market value of invested capital.

To ensure that the Company’s capital stock is the appropriate measurement of fair value, the Company considers factors such as its trading volume, diversity of investors, and analyst coverage.

If considered necessary, the income approach is used to corroborate the results of the market approach.

Goodwill impairment may exist if the carrying value of the reporting unit exceeds its estimated fair value.

If the carrying value of the reporting unit exceeds its fair value, step two of the impairment analysis is performed.

In step two of the analysis, an impairment loss is recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise.

At October 1, 2021 and 2020, the fair value of the Company’s single reporting unit was substantially higher than its carrying value, resulting in no impairment to goodwill as of October 1, 2021 and 2020.

Revenue Recognition

At contract inception, the Company analyzes its revenue arrangements to determine the appropriate accounting under U.S.

Currently, the Company’s revenue arrangements represent customer contracts within the scope of ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), or are subject to the contribution guidance in ASC Topic 958-605, Not-for-Profit Entities – Revenue Recognition (“ASC 958-605”), which applies to business entities that receive contributions within the scope of ASC 958-605.

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and (v) recognize revenue when (or as) it satisfies a performance obligation.

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to its customer.

The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it

transfers to its customer.

The Company recognizes contribution revenue within the scope of ASC 958-605 when the funder-imposed conditions have been substantially met.

Contributions are recorded as deferred revenue until the period in which research and development activities are performed that satisfy the funder-imposed conditions.

Grant revenue includes both revenue from government contracts and grants from organizations such as CEPI.

The Company performs research and development under government funding, grant, license, and clinical development agreements.

The revenue primarily consists of funding under U.S.

government contracts and other arrangements to advance the clinical development and manufacturing of NVX-CoV2373.

The Company’s U.S.

government contracts are with the U.S.

Department of Defense (the “DoD”) and the U.S.

government partnership formerly known as Operation Warp Speed (“OWS”) (see Note 12).

Other funding arrangements primarily include a grant and forgivable loan funding from CEPI (see Note 12).

Under the U.S.

government contracts, the Company is entitled to receive funding of up to $ 1.8 billion, on a reimbursable-cost or reimbursable-cost-plus-fixed-fee basis, to support certain activities related to the development, manufacture and delivery of NVX-CoV2373 to the U.S.

government contracts, the Company is entitled to receive funding on a cost-reimbursable or cost-reimbursable-plus-fixed-fee basis, to support certain activities related to the development, manufacture, and delivery of NVX-CoV2373 to the U.S.

The Company analyzed these contracts and determined that they are within the scope of ASC 606.

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Progress billings under the contracts are initially based on provisional indirect billing rates, agreed upon between the Company and the U.S.

These indirect rates are subject to audit on an annual basis.

These indirect rates are subject to review on an annual basis.

The Company records the impact of changes in the indirect billing rates in the period when such changes are identified.

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The Company recognizes revenue on the U.S government contracts based on reimbursable allowable contract costs incurred in the period up to the transaction price.

For reimbursable-cost-plus-fixed-fee contracts, the Company recognizes the fixed-fee based on the proportion of reimbursable contract costs incurred to total estimated allowable contract costs expected to be incurred on completion of the underlying performance obligation as determined under the EAC process.

For cost-reimbursable-plus-fixed-fee contracts, the Company recognizes the fixed-fee based on the proportion of reimbursable contract costs incurred to total estimated allowable contract costs expected to be incurred on completion of the underlying performance obligation as determined under the EAC process.

The Company recognizes changes in estimates related to the EAC process in the period when such changes are made on a cumulative catch-up basis.

The Company includes the transaction price comprising both funded and unfunded portions of customer contracts in this estimate.

The Company’s other funding agreements currently include funding from CEPI of $ 399.5 million in the form of a grant of $ 257.0 million (“CEPI Grant Funding”) and one or more forgivable no interest term loans of $ 142.5 million (“CEPI Forgivable Loan Funding”).

Under the Company’s grant funding arrangements, including the CEPI Grant Funding, the Company is primarily entitled to reimbursement for costs that support development related activities of NVX-CoV2373.

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CEPI Forgivable Loan Funding is designated for the prepayment of certain manufacturing activities.

The Company’s other funding agreements currently include funding from CEPI in the form of a grant (“CEPI Grant Funding”) and one or more forgivable no interest term loans (“CEPI Forgivable Loan Funding”).

Under the Company’s grant funding arrangements, currently including the CEPI and BMGF arrangements, the Company is primarily entitled to reimbursement for costs that support development related activities of NVX-CoV2373.

The Company analyzed these other funding arrangements and determined that they are not within the scope of ASC 606 as they do not provide a direct economic benefit to the grantor.

Payments received under the grant funding arrangements are considered conditional contributions under the scope of ASC 958-605 and are recorded as deferred revenue until the period in which such research and development activities are actually performed that satisfy the funder-imposed conditions.

Payments received under the CEPI Forgivable Loan Funding agreements are only repayable if the proceeds of sales to one or more third parties of NVX-CoV2373 cover the Company’s costs of manufacturing such vaccine candidate, not including manufacturing costs funded by CEPI.

As the financial risk remains with CEPI, the Company determined that the use of the CEPI Forgivable Loan Funding is outside the scope of ASC Topic 470, Debt.

The research and development risk is considered substantive, such that it is not yet probable that the development will be successful.

Therefore, the Company has concluded that ASC 730 is considered applicable and most appropriate.

Payments received under the CEPI Forgivable Loan Funding agreement are only repayable if the proceeds of sales to one or more third parties of NVX-CoV2373 cover the Company’s costs of manufacturing such vaccine candidate, not including manufacturing costs funded by CEPI.

As the financial risk remains with CEPI, the Company determined that the use of the funds from the CEPI agreement is outside the scope of ASC Topic 470, Debt .

The research and development risk was considered substantive, such that it was not probable that the development would be successful at the inception of the contract.

Therefore, the Company concluded that ASC 730 was considered applicable and most appropriate.

Given the financial risk associated with the research and development activities lies with CEPI because repayment of any funds provided by CEPI depends solely on the results of the research and development activities having future economic benefit, the Company has accounted for the obligation under the CEPI Forgivable Loan Funding as a contract to perform research and development for others.

The Company has determined that payments received under these agreements should be recorded as revenue under ASC 958-605 rather than a reduction to research and development expenses.

The Company has determined that payments received under these agreements should be recorded as revenue under ASC 958-605 rather than a reduction to research and development

This is consistent with the Company’s policy of presenting such amounts as revenue.

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The Company will record revenue as it performs the contractual research and development services.

The Company has manufacturing and supply arrangements that include a license to use the Company's intellectual property.

The licensing arrangements include sales-based royalties, as well as certain development and commercial milestone payments, and the license is deemed to be the predominant item to which the milestone payments and sales-based royalties relate.

The fulfillment of the Company's obligation for the license is subject to a constraint, the achievement of the development and commercial milestone or the royalty-related sales under the arrangement.

For milestone payments, the constraint is overcome and the Company recognizes revenue, when the development and commercial milestone is achieved.

For the year ended December 31, 2020, the Company recognized $ 20.0 million related to a development and commercial milestone payment.

The Company did not recognized any revenue in 2020 related to sales-based royalties.

The opening and closing balances of receivables and contracts liabilities were $ 262.0 million and $ 7.5 million, and $ 273.2 million and $ 1.7 million, respectively, from the Company's revenue contracts with customers.

The aggregate amount of the transaction price allocated to the performance obligations that were unsatisfied (or partially unsatisfied) was $ 1.8 billion at the end of reporting period, of which $ 1.5 billion relates to OWS.

Other Intangible Assets

The Company’s intangible assets include proprietary adjuvant technology and collaboration agreements, which were measured at the estimated fair values as of their acquisition dates.

Amortization expense for intangible assets is recorded on a straight-line basis over the expected useful lives of the assets, ranging for 7 years to 20 years.

Impairment of Long-Lived Assets

The Company calculates the estimated fair value of a long-lived asset (group) using the income approach.

Impairment losses are recognized when the sum of expected future cash flows is less than the assets’ (group’s) carrying value.

Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise.

The Company has determined that, because its only business is the development of recombinant vaccines, it operates as a single operating segment and has one reporting unit.

The Company primarily utilizes the market approach and, if considered necessary, the income approach to determine if it has an impairment of its goodwill.

The market approach is based on market value of invested capital.

To ensure that the Company’s capital stock is the appropriate measurement of fair value, the Company considers factors such as its trading volume, diversity of investors and analyst coverage.

If considered necessary, the income approach is used to corroborate the results of the market approach.

Goodwill impairment may exist if the carrying value of the reporting unit exceeds its estimated fair value.

If the carrying value of the reporting unit exceeds its fair value, step two of the

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impairment analysis is performed.

In step two of the analysis, an impairment loss is recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value, should such a circumstance arise.

During 2020, the Company changed its annual goodwill impairment testing date from December 31 to October 1.

Management has determined that the change in the testing date does not represent a material change to a method of applying an accounting principle as it does not have a material effect on the Company’s consolidated financial statements in light of the Company’s internal controls and requirements under ASC Topic 350, Intangibles—Goodwill and Other , to assess goodwill impairment upon certain triggering events.

At October 1, 2020 and December 31, 2019, the Company used the market approach to determine if the Company had an impairment of its goodwill.

The fair value of the Company’s single reporting unit was substantially higher than its carrying value, resulting in no impairment to goodwill as of October 1, 2020 and December 31, 2019.

Royalties and Other

The Company also has various arrangements that include a right for a third party to use the Company's intellectual property as a functional license.

These licensing arrangements include sales-based royalties, certain development and commercial milestone payments, and the sale of proprietary Matrix-M TM adjuvant.

The license is deemed to be the predominant item to which the sales-based royalties or milestone payments relate.

Because development milestone payments are contingent on the achievement of milestones, such as regulatory approvals, that are not within the Company or licensee's control, the payments are not considered probable of being achieved and are excluded from the transaction price until the milestone is achieved.

The Company recognizes revenue when the development milestone is achieved.

For arrangements that include sales-based royalties, including milestone payments based upon the achievement of a certain level of product sales, wherein the license is deemed to be the sole or predominant item, the Company recognizes revenue on the satisfaction (or partial satisfaction) of the performance obligation, which is when the related sales occur.

The Company allocates the transaction price to each performance obligation based on a relative standalone selling price basis.

It develops assumptions that require judgment to determine the standalone selling price for each performance obligation in consideration of applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer.

Research and Development Expenses

Research and development expenses include salaries, stock-based compensation, laboratory supplies, consultants and subcontractors, including external contract research organizations (“CROs”), CMOs, and CDMOs and other expenses associated with the Company’s process development, manufacturing, clinical, regulatory, and quality assurance activities for its clinical development programs.

In addition, related indirect costs such as fringe benefits and overhead expenses are also included in research and development expenses.

The Company estimates its research and development expense related to services performed under its contracts with external service providers based on an estimate of the level of service performed in the period.

Research and development activities are expensed as incurred.

Accrued Research and Development Expenses

The Company accrues research and development expenses, including clinical trial-related expenses, as the services are performed, which may include estimates of those expenses incurred, but not invoiced.

The Company uses information provided by third-party service providers and CROs, CMOs, and CDMOs invoices and internal estimates to determine the progress of work performed on the Company’s behalf.

Assumptions based on clinical trial protocols, contracts, and participant enrollment data are also developed to determine and analyze these estimates and accruals.

Stock-Based Compensation

The Company accounts for stock-based compensation related to grants of stock options, stock appreciation rights, restricted stock awards, and purchases under the Company’s Employee Stock Purchase Plan, as amended and restated (the “ESPP”), at fair value.

The Company recognizes compensation expense related to such awards on a straight-line basis over the requisite service period (generally the vesting period) of the equity awards, which typically occurs ratably over periods ranging from one year to four years .

The requisite service period is typically one to four years .

Forfeitures for all awards are recognized as incurred.

The expected term of stock options and stock appreciation rights granted is based on the Company’s historical option exercise experience and post-vesting forfeiture experience using the historical expected term from the vesting date, whereas the expected term for purchases under the ESPP is based on the purchase periods included in the offering.

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The Company has never paid a dividend, and as such, the dividend yield is zero, and the Company does not intend to pay dividends in the foreseeable future.

Restricted stock awards are recorded as compensation expense over the expected vesting period based on the fair value at the award date using the straight-line method of amortization.

See Note 13 for a further discussion on stock-based compensation.

Research and Development Expenses

Research and development expenses include salaries, stock-based compensation, laboratory supplies, consultants and subcontractors, including external contract research organizations (“CROs”), contract management organizations ("CMOs") and contract management and development organizations ("CDMOs") and other expenses associated with the Company’s process development, manufacturing, clinical, regulatory and quality assurance activities for its clinical development programs.

In addition, related indirect costs such as fringe benefits and overhead expenses are also included in research and development expenses.

Research and development activities are expensed as incurred.

Accrued Research and Development Expenses

The Company uses information provided by third-party service providers and CROs, CMO's and CDMO's invoices and internal estimates to determine the progress of work performed on the Company’s behalf.

Assumptions based on clinical trial protocols, contracts and participant enrollment data are also developed to determine and analyze these estimates and accruals.

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes .

Under the liability method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards.

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Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

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Tax benefits associated with an uncertain tax position are reversed in the period in which the more likely than not recognition threshold is no longer satisfied.

Interest and penalties related to income tax matters are recorded as income tax expense.

At December 31, 2020 and 2019, the Company had no accruals for interest or penalties related to income tax matters.

The Company has historically generated significant federal, state, and foreign tax net operating losses, which may be subject to limitation in future periods.

Management has fully reserved the related deferred tax assets with a valuation allowance in the current reporting period as it is more likely than not that the related benefit will not be realized.

The Company is currently subject to examination in all open tax years.

During the year ended December 31, 2021, the Company recognized $ 29.2 million in income tax expense related to foreign withholding tax on royalties.

During the years ended December 31, 2020 and 2019, the Company recognized no income tax expense.

Net Loss per Share

Net loss per share is computed using the weighted average number of shares of common stock outstanding.

At December 31, 2020, 2019 and 2018, the Company had outstanding stock options and unvested restricted stock awards totaling 6,679,629 , 4,992,792 and 2,975,481 underlying shares of the Company’s common stock, respectively.

At December 31, 2020 and 2019, the Company’s Notes (as defined in Note 11) would have been convertible into approximately 2,385,800 shares of the Company’s common stock assuming a common stock price of $ 136.20 or higher.

These and any other shares due to the Company upon settlement of its capped call transactions are excluded from the computation, as their effect is antidilutive.

Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period.

Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding after giving consideration to the dilutive effect of certain securities outstanding during the period.

At December 31, 2021, 2020, and 2019, the Company had potentially dilutive outstanding stock options, stock appreciation rights, and unvested restricted stock units.

The Company has generated a net loss in all periods presented;

therefore the basic and diluted net loss per share are the same because the inclusion of the potentially dilutive securities would be anti-dilutive.

As of December 31, 2021, the Company's Notes (see Note 8) would have been convertible into approximately 2,385,800 shares of the Company's common stock assuming a common stock price of $ 136.20 or higher.

These shares, after giving effect to the add back of interest expense and unamortized debt issuance costs on the Notes and any shares due to the Company upon settlement of its capped call transactions, are excluded from the computation, as their effect is antidilutive.

Foreign Currency

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Recent Accounting Pronouncements

Recently Adopted

In January 2017, the FASB issued Accounting Standards Update (“ASU”) No.

2017‑04, Intangibles-Goodwill and Other (Topic 350) (“ASU 2017‑04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test.

The new standard does not change how a goodwill impairment is identified.

The Company will continue to perform its quantitative goodwill impairment test by comparing the fair value of its reporting unit to its carrying amount, but if the Company is required to recognize a goodwill impairment charge, under the new standard, the amount of the charge will be calculated by subtracting the reporting unit's fair value from its carrying amount.

Under the current standard, if the Company is required to recognize a goodwill impairment charge, Step 2 requires it to calculate the implied value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination and the amount of the charge is calculated by subtracting the reporting unit's implied fair value of goodwill from the goodwill carrying amount.

The standard was effective January 1, 2020 for the Company and will be applied prospectively from the date of adoption.

The adoption of ASU 2017-04 did not have a material impact on the Company’s historical financial statements.

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Not Yet Adopted

In August 2020, the FASB issued ASU No.

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

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It will also remove certain settlement conditions that are currently required for equity contracts to qualify for the derivative scope exception and will simplify the diluted earnings per share calculation for convertible instruments.

ASU 2020-06 will be effective January 1, 2022 for the Company and may be applied using a full or modified retrospective approach.

Early adoption is permitted, but no earlier than January 1, 2021 for the Company.

Management has evaluated the impact of adopting ASU 2020-06 and has determined such adoption will not have a material impact on the overall stockholders' equity (deficit) in the Company’s consolidated financial statements.

ASU 2020-06 will be effective January 1, 2022 for the Company and will be applied using a modified retrospective approach.

Management has evaluated the impact of adopting ASU 2020-06 and has determined that it will not have a material impact on the Company’s consolidated financial statements.

Note 3 – Marketable Securities

The Company had no marketable securities classified as available-for-sale as of December 31, 2021 as all of the Company's investments were in securities classified as cash and cash equivalents.

Marketable securities classified as available-for-sale as of December 31, 2020 were comprised of (in thousands):

December 31, 2020

Amortized Cost Gross Unrealized

Gains Gross Unrealized Losses Fair Value

Treasury securities $ 10,038 $ — $ ( 2 ) $ 10,036

Corporate debt securities 127,003 13 ( 3 ) 127,013

Agency securities 20,599 1 — 20,600

Total $ 157,640 $ 14 $ ( 5 ) $ 157,649

Note 4 – Fair Value Measurements

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Convertible notes payable $ — $ 447,509 $ — $ — $ 407,238 $ —

(1) Classified as cash and cash equivalents as of December 31, 2020 and 2019, respectively (see Note 2).

(2) Includes $ 44,250 and $ 20,000 classified as cash and cash equivalents as of December 31, 2020 and 2019, respectively, on the consolidated balance sheets.

(3) Includes $ 44,052 classified as cash and cash equivalents as of December 31, 2020 on the consolidated balance sheets.

(1) Classified as cash and cash equivalents as of December 31, 2021 and 2020 (see Note 2).

(2) Includes $ 44,052 classified as cash and cash equivalents as of December 31, 2020 on the consolidated balance sheets.

Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendor’s valuation models that use verifiable observable market data, e.g., interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers or quoted prices of securities with similar characteristics.

(3) Includes $ 790,672 and $ 246,668 classified as cash and cash equivalents as of December 31, 2021 and 2020, respectively, on the consolidated balance sheets.

Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendor’s valuation models that use verifiable observable market data, such as interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers, or quoted prices of securities with similar

characteristics.

Pricing of the Company’s Notes (as defined in Note 8) has been estimated using other observable inputs, including the price of the Company’s common stock, implied volatility, interest rates, and credit spreads among others.

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The amount in the Company’s consolidated balance sheets for accounts payable and accrued expenses approximates its fair value due to its short-term nature.

Note 4 – Marketable Securities

Marketable securities classified as available-for-sale as of December 31, 2020 and 2019 were comprised of (in thousands):

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December 31, 2020 December 31, 2019

Amortized Cost Gross

Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized

Gains Gross Unrealized Losses Fair Value

Treasury securities $ 10,038 $ — $ ( 2 ) $ 10,036 $ — $ — $ —

Corporate debt securities 127,003 13 ( 3 ) 127,013 — — — —

Agency securities 20,599 1 — 20,600 — — — —

Total $ 157,640 $ 14 $ ( 5 ) $ 157,649 $ — $ — $ — $ —

As of December 31 2020, investments in marketable securities, including corporate debt securities, were due to mature within one year.

Note 5 – Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill for the years ended December 31, 2020 and 2019 were as follows (in thousands):

Beginning balance $ 51,154 $ 51,967

Goodwill resulting from the acquisition of Novavax CZ 70,662 —

Currency translation adjustments 13,563 ( 813 )

Ending balance $ 135,379 $ 51,154

Note 5 – Intangible Assets and Goodwill

Identifiable Intangible Assets

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Estimated amortization expense for existing intangible assets for each of the five succeeding years ending December 31 is as follows (in thousands):

The change in the carrying amounts of goodwill was as follows (in thousands):

Year Ended December 31,

Beginning balance $ 135,379 $ 51,154

Goodwill resulting from the acquisition of Novavax CZ — 70,662

Currency translation adjustments ( 3,900 ) 13,563

Ending balance $ 131,479 $ 135,379

Note 6 – Acquisition of Novavax CZ

On May 27, 2020 (the “Acquisition Date”), the Company entered into a Share Purchase Agreement (the “Deed”) by and among Novavax AB, the Company’s wholly-owned Swedish subsidiary (the “Buyer”), and De Bilt Holdings B.V., Poonawalla Science Park B.V., and Bilthoven Biologicals B.V.

(collectively, the “Sellers”) and, solely as guarantors, each of

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Serum International B.V.

(collectively, the “Sellers”) and, solely as guarantors, each of Serum International B.V.

and the Company.

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The Company completed the appraisal process necessary to assess the fair values of the assets acquired and liabilities assumed to determine the amount of goodwill to be recognized as of the Acquisition Date.

The final determination of the fair value of all assets and liabilities is presented in the table below.

The final determination of the fair value of all assets and liabilities was completed in 2020 and is presented in the table below.

The table below summarizes the final allocation of the purchase price based upon the fair values of assets acquired and liabilities assumed (in thousands):

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Purchase price, net of cash acquired $ 165,516

The fair value of the assets acquired and liabilities assumed were determined using market and cost valuation methodologies.

The fair value of the assets acquired and liabilities assumed was determined using market and cost valuation methodologies.

The fair value measurements were based on significant unobservable inputs that were developed by the Company using publicly available information, market participant assumptions, and cost and development assumptions.

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As a result, the consolidated financial results for the year ended December 31, 2020 does not reflect a full twelve months of Novavax CZ results.

From the Acquisition Date through December 31, 2020, Novavax CZ has not recognized any revenue and has recorded a net loss from operations of $ 11.3 million.

From the Acquisition Date through December 31, 2020, Novavax CZ did not recognize any revenue and recorded a net loss from operations of $ 11.3 million.

The Company incurred approximately $ 2.7 million of costs related to the Acquisition in the year ended December 31, 2020, which are included within general and administrative expenses in the consolidated statements of operations.

Supplemental Pro Forma Financial Information (Unaudited)

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The unaudited pro forma financial information for the periods set forth below gives effect to the Acquisition as if it had occurred as of January 1, 2019.

The unaudited pro forma financial information below gives effect to the Acquisition as if it had occurred as of January 1, 2019.

The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the Acquisition been consummated as of that time.

The unaudited pro forma financial information combines the historical results of operations of the Company and Novavax CZ for the periods presented below and reflects the application of certain pro forma adjustments (in thousands, except per share amounts):

The unaudited pro forma financial information combines the historical results of operations of the Company and Novavax CZ and reflects the application of certain pro forma adjustments (in thousands, except per share amounts):

Year Ended December 31,

(in thousands, except per share information)

Revenue $ 475,598 $ 18,662

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Note 7 – Leases

As of December 31, 2020, the Company had operating leases for its research and development and manufacturing facilities, corporate headquarters and offices and certain equipment, as well as embedded leases related to multiple manufacturing supply agreements with CMOs and CDMOs to manufacture the Company’s COVID-19 vaccine candidate, NVX-CoV2373.

The CMO and CDMO manufacturing supply agreements were entered into during 2020 and include the use of identified manufacturing facilities, contain fixed or minimum commitments and include variable costs related to production and material costs in excess of the fixed or minimum commitment specified in the agreements.

The Company has embedded leases related to multiple manufacturing supply agreements with CMOs and CDMOs to manufacture the Company’s COVID-19 vaccine candidate, NVX-CoV2373, as well as operating leases for its research and development and manufacturing facilities, corporate headquarters and offices, and certain equipment.

During 2021 and 2020, the Company entered into various CMO and CDMO manufacturing supply agreements that include the use of identified manufacturing facilities and contain fixed or minimum commitments.

The Company evaluated the agreements at inception and determined that certain of these arrangements contain an embedded lease under ASC 842 as it has the exclusive use of, and control over, a portion of the manufacturing facility and equipment of the supplier during the contractual term of the arrangement.

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The Company recognized lease expense related to fixed payments for its short-term operating leases on a straight-line basis over the lease term and lease expense related to variable payments as incurred based on performance or usage in accordance with the contractual agreements.

The Company recognized lease liabilities and ROU assets of $ 245.9 million for its finance leases and long-term operating leases.

The Company’s weighted average Incremental Borrowing Rate for its lease obligations was 6.4 %.

Additionally, during 2021, the Company amended its various CMO and CDMO agreements that modified existing embedded leases under ASC 842 as the Company continued to have the exclusive use of, and control over, a portion of manufacturing facilities and equipment of the supplier during the contractual term of the new arrangement.

For leases that were previously determined to represent short-term embedded leases, the modifications did not result in a change in lease classification.

During 2021 and 2020, the Company recognized ROU assets of $ 144.4 million and $ 245.9 million, respectively, for its finance leases and long-term operating related to leases embedded in CMO and CDMO manufacturing supply agreements.

The Company expensed the ROU assets since they relate to research and development activities for the development of NVX-CoV2373 for which the Company does not have an alternative future use.

The Company used significant judgment and estimates, including the estimated value of the underlying leased asset and financial profile of comparable companies to analyze the credit spread as on the date of the lease inception.

During 2020, the Company entered into various facility lease agreements, including a lease for the premises located at 700 Quince Orchard Road, Gaithersburg, Maryland ("700QO") that is expected to commence in 2021.

During 2021, the Company entered into and extended various facility lease agreements related to research and development facilities and office space.

During 2020, the Company entered into a lease agreement for the premises located at 700 Quince Orchard Road, Gaithersburg, Maryland ("700QO").

The lease is for approximately 170,000 square feet of space that the Company intends to use for manufacturing, research and development, and offices.

The term of the lease is approximately 15 years with options to extend the lease.

The term of the lease is 15 years with options to extend the lease.

The lease provides for an annual base rent of $ 5.8 million that is subject to future rent increases, and obligates the Company to pay building operating costs.

The Company anticipates that it will incur substantial tenant improvement costs, net of a landlord contribution of $ 30.6 million, in 2021 to bring the building to the condition, necessary for its intended use.

The Company is planning to occupy the premises in phases expected to start in the second half of 2021.

Since the commencement date isn’t until 2021, the lease amounts were not included as an ROU asset and lease liability as of December 31, 2020.

At December 31, 2020, the facility leases, excluding the 700QO lease, have expirations that range from approximately three to six years , some of which include options to extend the leases or terminate the leases early.

Options to extend the leases or terminate the leases early are only included in the lease term when it is reasonably certain that the option will be exercised.

The Company incurred $ 36.4 million in 2021 related to tenant improvement costs and anticipates that it will incur substantial additional tenant improvement costs, net of total landlord contribution of $ 30.6 million, through 2023 to bring the building to the condition necessary for its intended use.

The Company is anticipated to occupy the premises in phases and occupied the third floor during the first quarter of 2022.

As of December 31, 2021, the facility leases, excluding the 700QO lease, have expirations that range from approximately three to nine years , some of which include options to extend the lease term.

The Company includes the option to extend the lease in determining the lease term if it is reasonably certain that the option will be exercised.

The facility leases contain provisions for future rent increases and obligate the Company to pay building operating costs.

The Company records operating lease expense for each of its operating leases on a straight-line basis from lease commencement date through the end of the lease term.

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Supplemental balance sheet information related to leases as of December 31, 2020 was as follows (in thousands, except weighted-average remaining lease term and discount rate):

Lease Assets and Liabilities Classification Amount

The Company uses its incremental borrowing rate in determining its ROU assets and long-term lease obligations.

The Company uses significant judgment and estimates, including the estimated value of the underlying leased asset and financial profile of comparable companies, to analyze the credit spread as of the lease inception date.

Supplemental balance sheet information related to leases as of December 31, 2021 and 2020 was as follows (in thousands, except weighted-average remaining lease term and discount rate):

Lease Assets and Liabilities Classification 2021 2020

ROU assets, operating, net Other non-current assets $ 40,123 $ 7,794

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Finance leases 5.2 % 6.4 %

Lease expense for the operating and short-term leases for the year ended December 31 was as follows (in thousands):

Lease expense for the operating and short-term leases for the years ended December 31, 2021 and 2020 was as follows (in thousands):

Year Ended December 31,

Operating lease expense $ 37,027 $ 2,462

Short-term lease expense 468,210 66,805

Variable lease expense 116,435 4,854

Finance lease expense:

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Total finance lease expense $ 119,769 $ 245,106

Supplemental cash flow information related to leases for the year ended December 31, 2020 was as follows (in thousands):

Supplemental cash flow information related to leases for the year ended December 31, 2021 and 2020 was as follows (in thousands):

Year Ended December 31,

Cash paid for amounts included in the measurement of lease liabilities:

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As of December 31, 2021, maturities of lease liabilities were as follows (in thousands):

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2022 $ 166,244

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Total lease liabilities $ 200,632

Note 8 – U.S.

Government Contracts, Grants and Other Revenue Arrangements

Government Contracts

Operation Warp Speed

Note 8 – Long-Term Debt

Convertible Notes

In 2016, the Company issued $ 325 million aggregate principal amount of convertible senior unsecured notes that will mature on February 1, 2023 (the “Notes”).

The Notes are senior unsecured debt obligations and were issued at par.

The Notes were issued pursuant to an indenture dated January 29, 2016 (the “Indenture”) between the Company and the trustee.

The Company received $ 315.0 million in net proceeds from the offering after deducting underwriting fees and offering expenses.

The Notes bear cash interest at a rate of 3.75 %, payable on February 1 and August 1 of each year, beginning on August 1, 2016.

The Notes are not redeemable prior to maturity and are convertible into shares of the Company’s common stock.

As a result of the Company’s one-for-twenty reverse stock split in 2019 and pursuant to Section 14.04(a) of the Indenture, the Notes are initially convertible into approximately 2,385,800 shares of the Company’s common stock based on the initial conversion rate of 7.3411 shares of the Company’s common stock per $1,000 principal amount of the Notes.

This represents an initial conversion price of approximately $ 136.20 per share of the Company’s common stock, representing an approximate 22.5 % conversion premium based on the last reported sale price of the Company’s common stock of $ 111.20 per share on January 25, 2016.

In addition, the holders of the Notes may require the Company to repurchase the Notes at par value plus accrued and unpaid interest following the occurrence of a Fundamental Change (as described in the Indenture).

If a holder of the Notes converts upon a Make-Whole Adjustment Event (as described in the Indenture), they may be eligible to receive a make-whole premium through an increase to the conversion rate up to a maximum of 8.9928 shares per $1,000 principal amount of Notes (subject to other adjustments as described in the Indenture).

The Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”).

Under ASC 815-40, to qualify for equity classification (or non-bifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s stock and (2) meet the requirements of the equity classification guidance.

Based upon the Company’s analysis, it was determined the Notes do contain embedded features indexed to its own stock, but do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component.

Since the embedded conversion feature meets the equity scope exception from derivative accounting, and also since the embedded conversion option does not need to be separately accounted for as an equity component under ASC 470-20, the proceeds received from the issuance of the convertible debt were recorded as a liability on the consolidated balance sheets.

In connection with the issuance of the Notes, the Company also paid $ 38.5 million, including expenses, to enter into privately negotiated capped call transactions with certain financial institutions (the “capped call transactions”).

The capped call transactions are generally expected to reduce the potential dilution upon conversion of the Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the Notes.

The cap price of the capped call transactions will initially be $ 194.60 per share, which represented a premium of approximately 75 % based on the last reported sale price of the Company’s common stock of $ 111.20 per share on January 25, 2016, and is subject to certain adjustments under the terms of the capped call transactions.

If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price, there would nevertheless be dilution upon conversion of the Notes to the extent that such market price exceeds the cap price.

The Company evaluated the capped call transactions under ASC 815-10, Derivatives and Hedging – Overall and determined that it should be accounted for as a separate transaction and that the capped call transactions will be classified as an equity instrument.

The Company incurred approximately $ 10.0 million of debt issuance costs in 2016 relating to the issuance of the Notes, which were recorded as a reduction to the Notes on the consolidated balance sheet.

The $ 10.0 million of debt issuance costs is being amortized and recognized as additional interest expense over the seven-year contractual term of the Notes on a straight-line basis, which approximates the effective interest rate method.

The Company also incurred $ 0.9 million of expenses related to the capped call transactions, which were recorded as a reduction to additional paid-in-capital.

Total convertible notes payable consisted of the following at (in thousands):

Principal amount of Notes $ 325,000 $ 325,000

Unamortized debt issuance costs ( 1,542 ) ( 2,965 )

Total convertible notes payable $ 323,458 $ 322,035

Interest expense incurred in connection with the Notes consisted of the following (in thousands):

Year Ended December 31,

2021 2020 2019

Coupon interest at 3.75 %

$ 12,188 $ 12,188 $ 12,188

Amortization of debt issuance costs 1,424 1,424 1,424

Total interest expense on Notes $ 13,612 $ 13,612 $ 13,612

Note 9 – Preferred Stock

In June 2020, the Company entered into a redeemable Series A Convertible Preferred Stock Subscription Agreement, pursuant to which the Company agreed to issue and sell in a private placement 438,885 shares of its newly designated redeemable Series A Convertible Preferred Stock, par value $ 0.01 per share (“Preferred Stock”), at a purchase price of $ 455.70 per share, for total gross proceeds of $ 200.0 million.

During the fourth quarter of 2020, all outstanding shares of Preferred Stock were converted and the Company issued 4,388,850 shares of common stock, par value $ 0.01 per share, and reclassified $ 199.8 million from Preferred stock to additional paid in capital.

The Company recognized a beneficial conversion feature of approximately $ 24.1 million at the time of issuance of the Preferred Stock that was recorded in additional paid-in capital and accumulated deficit as the Preferred Stock issuance was contingently redeemable and convertible at any time at the option of the holder.

Note 10 – Stockholders’ Equity

In June 2021, the Company entered into an At Market Issuance Sales Agreement (the "June 2021 Sales Agreement"), which allows it to issue and sell up to $ 500 million in gross proceeds of shares of its common stock, and terminated its existing At Market Issuance Sales agreement.

As of December 31, 2021, no shares had been sold under the June 2021 Sales Agreement.

During 2021 and 2020, the Company sold 2.6 million and 32.4 million, respectively, of shares of its common stock resulting in net proceeds of approximately $ 565 million and $ 877 million, respectively, under its various At Market Issuance Sales Agreement.

Note 11 – Other Financial Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following at December 31 (in thousands):

Prepaid expenses $ 120,029 $ 171,602

Other current assets 53,491 9,662

Prepaid expenses and other current assets $ 173,520 $ 181,264

Property and Equipment, net

Property and equipment is comprised of the following at December 31 (in thousands):

Land and buildings $ 83,534 $ 79,096

Machinery and equipment 119,998 31,609

Leasehold improvements 10,282 9,684

Computer hardware 9,670 6,126

Construction in progress 35,114 71,232

258,598 197,747

accumulated depreciation ( 29,902 ) ( 17,793 )

Property and equipment, net $ 228,696 $ 179,954

Approximately $ 168.0 million of net assets used in operations were located in the Czech Republic.

Depreciation expense was approximately $ 12.5 million, $ 4.3 million, and $ 5.1 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Accrued Expenses

Accrued expenses consist of the following at December 31 (in thousands):

Employee benefits and compensation $ 38,419 $ 20,752

Research and development accruals 577,100 99,994

Other accrued expenses 58,212 16,644

Accrued expenses $ 673,731 $ 137,390

Note 12 – Revenue

The Company recognizes revenue from the performance of research and development activities under government contracts and grant, license, and clinical development agreements, and from royalties under its collaboration and license agreements that include the sale of Matrix-M TM adjuvant.

The Company's accounts receivable included $ 419.7 million and $ 262.0 million related to amounts that were billed to customers as of December 31, 2021 and December 31, 2020, respectively.

Accounts receivable also included $ 35.3 million related to amounts which had not yet been billed to customers as of December 31, 2021.

There were no amounts which had not yet been billed to customers as of December 31, 2020.

During the year ended December 31, 2021, changes in the Company's accounts receivables and deferred revenue balances were as follows (in thousands):

December 31, 2020 Additions Deductions December 31, 2021

Contract receivables:

Accounts receivable $ 262,012 2,432,268 ( 2,239,287 ) $ 454,993

Contract liabilities

Deferred revenue (1)

$ 273,228 1,598,152 ( 275,908 ) $ 1,595,472

(1) Amount is comprised of $ 1.4 billion of current Deferred revenue and $ 172.5 million of non-current Deferred revenue.

The aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied), excluding amounts related to sales-based royalties, was approximately $ 8 billion as of December 31, 2021.

The timing to fulfill performance obligations related to grant agreements will depend on the results of the Company's research and development activities, including clinical trials.

The timing to fulfill performance obligations related to advance purchase agreements (“APAs”) will depend on timing of product manufacturing, delivery, and receipt of marketing authorizations.

The remaining unfilled performance obligations are expected to be fulfilled in less than one year .

As of December 31, 2021, deferred revenue of $ 1.6 billion primarily related to upfront payments under APAs.

The upfront payments are intended to assist the Company in funding investments related to building out and operating its manufacturing and distribution network, among other expenses, in support of its global supply commitment.

Such upfront payments generally become non-refundable upon our achievement of certain development and commercial milestones.

However, certain of the APAs may be terminated by the counterparty if the Company does not timely achieve requisite regulatory approval for NVX-CoV2373 in the relevant jurisdictions under such agreements.

If the APAs were terminated, the refundable portion of the upfront payments would be repaid.

The Company recognized grant revenue as follows (in thousands):

Year Ended December 31,

government partnership (a)

$ 788,953 $ 204,727

21,683 12,519

135,445 223,158

Total grant revenue $ 948,709 $ 453,210

government partnership formerly known as OWS

Government Partnership

In July 2020, the Company entered into a Project Agreement (the “Project Agreement”) with Advanced Technology International, Inc.

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Department of Health and Human Services and the U.S.

Department of Defense working to accelerate the development, manufacturing and distribution of COVID-19 vaccines, therapeutics and diagnostics.

The Project Agreement, which was last amended in December 2020, relates to the Base Agreement the Company entered into with ATI in June 2020 (the “Base Agreement,” together with the Project Agreement, the “OWS Agreement”).

Under the OWS Agreement, the Company is entitled to receive funding of up to $ 1.7 billion to support certain activities related to the development of NVX-CoV2373 and the manufacture and delivery of the vaccine candidate to the U.S.

Pursuant to the OWS Agreement, the Company is authorized to make expenditures or incur obligations of up to $ 1.6 billion.

Department of Defense working to accelerate the development, manufacturing, and distribution of COVID-19 vaccines,

therapeutics, and diagnostics.

The Project Agreement relates to the Base Agreement the Company entered into with ATI in June 2020 (the “Base Agreement,” together with the Project Agreement, the “OWS Agreement”).

The OWS Agreement requires the Company to conduct certain clinical, regulatory, and other activities, including a pivotal Phase 3 clinical trial to determine the safety and efficacy of NVX-CoV2373, and to manufacture and deliver to the U.S.

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If the Project Agreement is terminated prior to completion, the Company is entitled to be paid for work performed and costs or obligations incurred prior to termination and consistent with the terms of the OWS Agreement.

The performance period under the Project Agreement extends from July 2020 through December 2021, subject to early termination by the U.S.

In July 2021, the U.S.

government instructed the Company to prioritize alignment with the U.S.

Food and Drug Administration (“FDA”) on the Company's analytic methods before conducting additional U.S.

manufacturing and further indicated that the U.S.

government will not fund additional U.S.

manufacturing until such agreement has been made.

In the third quarter of 2021, the Company updated its estimate-at-completion to reflect the impact of the change to the recognition of the fixed fee under the contract.

government also instructed the Company to proceed with work under the OWS Agreement related to all other activities, including ongoing clinical trials and nonclinical studies, regulatory interactions, analytics/assays and characterization of manufactured vaccine, and project management.

In October 2021 and January 2022, the U.S.

government extended the prescribed time to meet its July 2021 instructions until April 2022.

The performance period under the Project Agreement extends through 2023 to cover clinical trial activities, subject to early termination by the U.S.

government or extension by mutual agreement of the parties.

In 2020, the Company recognized revenue under the OWS Agreement of $ 204.7 million.

Under the OWS Agreement, the Company was originally entitled to receive funding of up to $ 1.75 billion to support certain activities related to the development of NVX-CoV2373 and the manufacture and delivery of the vaccine candidate to the U.S.

Pursuant to the OWS Agreement, the Company is authorized to make expenditures or incur obligations of up to $ 1.75 billion.

In August 2021, the Company's OWS agreement was amended to increase the contract ceiling by $ 52.9 million for a revised total of $ 1.8 billion.

The agreement’s authorized funding remains unchanged at $ 1.75 billion for support of certain activities related to the development of NVX-CoV2373 and the manufacture and delivery of 100 million doses of the vaccine candidate to the U.S.

As of December 31, 2021, the Company had recognized $ 1.0 billion in revenue related to the OWS Agreement since the inception of the contract, leaving $ 0.8 billion remaining to spend.

The Company and the U.S.

government will determine the timing and amounts for delivery of NVX-CoV2373 doses upon U.S authorization and the Company intends to pursue additional U.S.

procurement agreements for supply of NVX-CoV2373 doses.

Department of Defense

In June 2020, the Company entered into a letter contract that was last amended in January 2021 (the “DoD Contract”) with the DoD Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (“JPEO-CRBND-EB”), under which JPEO-CRBND-EB agreed to provide funding of up to $ 45.7 million to the Company to support the manufacture of NVX-CoV2373.

In June 2020, the Company entered into a letter contract that was later amended in January 2021 (the “DoD Contract”) with the DoD Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (“JPEO-CRBND-EB”), under which JPEO-CRBND-EB agreed to provide funding of up to $ 45.7 million to the Company to support the manufacture of NVX-CoV2373.

Under the DoD Contract, the Company is authorized to make expenditures or incur obligations up to the full amount of the funding.

Under the DoD Contract, the Company is expected to deliver 10 million doses of NVX-CoV2373 to the DoD.

The 10 million doses of NVX-CoV2373 may be used in Phase 2/3 clinical trials or under an EUA, if approved by the U.S.

Food and Drug Administration (“FDA”).

The 10 million doses of NVX-CoV2373 may be used in Phase 2/3 clinical trials or under an EUA, if approved by the FDA.

Pursuant to the DoD Contract, if NVX-CoV2373 is approved by the FDA, the DoD is entitled to most-favored customer status for a period of five years from the award of the DoD Contract, meaning that the Company cannot give any comparable commercial client in the United States more favorable pricing than the DoD under similar transactional circumstances.

In 2020, the Company recognized revenue from the DoD Contract of $ 12.5 million.

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Grants and Other Revenue Arrangements

Coalition for Epidemic Preparedness Innovations

In May 2020, the Company entered into a restated funding agreement which was amended in November 2020 (the “CEPI Funding Agreement”) with CEPI, under which CEPI agreed to provide funding of up to $ 399.5 million to the Company to support the development of NVX-CoV2373.

The CEPI Funding Agreement provides up to $ 257.0 million in Grant Funding and up to $ 142.5 million in Forgivable Loan Funding, which loans are in the form of one or more forgivable no interest term loans in order to prepay certain manufacturing activities and are not subject to restrictive or financial covenants.

The Company is only required to repay any CEPI Forgivable Loan Funding under certain circumstances to the extent it sells doses of NVX-CoV2373, produced with the funds provided and included in such loan(s), to a third party.

The CEPI Funding Agreement provides up to $ 257.0 million in Grant Funding and up to $ 142.5 million in Forgivable Loan Funding, which are loans in the form of one or more forgivable no-interest term loans in order to prepay certain manufacturing activities and are not subject to restrictive or financial covenants.

Payments received under the CEPI Forgivable Loan Funding are only repayable if the proceeds of sales to one or more third parties of NVX-CoV2373 cover the Company’s costs of manufacturing such vaccine candidate, not including manufacturing costs funded by CEPI.

The Company anticipates making repayments starting in 2022.

Under the terms of the CEPI Funding Agreement, among other things, the Company and CEPI agreed on the importance of global equitable access to any vaccines produced pursuant to the CEPI Funding Agreement.

Any such vaccines, if approved, are expected to be procured and allocated through global mechanisms under discussion as part of the Access to COVID-19 Tools (ACT) Accelerator, an international initiative launched by the World Health Organization (“WHO”), Gavi the Vaccine Alliance, CEPI and other global non-governmental organizations and governmental leaders in 2020.

Any such vaccines,

if approved, are expected to be procured and allocated through global mechanisms under discussion as part of the Access to COVID-19 Tools (ACT) Accelerator, an international initiative launched by the World Health Organization (“WHO”), Gavi the Vaccine Alliance, CEPI, and other global non-governmental organizations and governmental leaders in 2020.

The scope and continuation of the CEPI Funding Agreement may be amended depending on ongoing developments of the COVID-19 outbreak and the success of NVX-CoV2373 relative to other third-party COVID-19 vaccine candidates or treatments.

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Cash payments received under the CEPI Funding Agreement are restricted as to their use until expenditures contemplated in the funding agreements are incurred.

In 2020, the Company recognized revenue of $ 222.8 million under the CEPI Funding Agreement.

Bill & Melinda Gates Foundatio n

In support of the Company's development of ResVax TM , in September 2015, the Company entered into the grant agreement with BMGF (the “BMGF Grant Agreement”), under which it was awarded a grant totaling up to $ 89.1 million (the “Grant”).

The Grant supports ResVax development activities, including the Company's global Phase 3 clinical trial in pregnant women in their third trimester and other regulatory efforts.

Unless terminated earlier by BMGF, the BMGF Grant Agreement will continue in effect until the end of 2021.

Bill & Melinda Gates Foundation

In support of the Company's development of ResVax, the project name for the respiratory syncytial virus (“RSV”) vaccine candidate, in September 2015, the Company entered into the grant agreement with BMGF (the “BMGF Grant Agreement”), under which it was awarded a grant totaling up to $ 89.1 million (the “Grant”).

The Grant supported ResVax development activities, including the Company's global Phase 3 clinical trial in pregnant women in their third trimester and other regulatory efforts.

The BMGF Grant Agreement was completed as of December 31, 2021.

The Company concurrently entered into a Global Access Commitments Agreement (“GACA”) with BMGF as a part of the BMGF Grant Agreement.

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The term of the GACA may be extended in certain circumstances, by a period of up to five additional years.

In July 2020, the Company entered into a grant agreement with BMGF (the “BMGF SA Grant Agreement”) under which it was awarded a grant of $ 15.0 million to support a Phase 2b clinical trial in the Republic of South Africa to evaluate the safety, immunogenicity, and potential efficacy of NVX-CoV2373.

In July 2020, the Company entered into a grant agreement with BMGF (the “BMGF SA Grant Agreement”) under which it was awarded and received a grant of $ 15.0 million to support a Phase 2b clinical trial in the Republic of South Africa to evaluate the safety, immunogenicity, and potential efficacy of NVX-CoV2373.

As of December 31, 2021, the Company had recognized the full amount of the grant as revenue.

Payments received in advance that are related to future performance are deferred and recognized as revenue when the research and development activities are performed.

Cash payments received under the BMGF Grant Agreement and the BMGF SA Grant Agreement are restricted as to their use until expenditures contemplated in the agreements are incurred.

In 2020, the Company recognized revenue from the BMGF Grant Agreement of $ 0.4 million and has recognized approximately $ 82 million in revenue since the inception of the agreement.

In 2020, the Company recognized revenue from the BMGF SA Grant Agreement of $12.4 million.

Royalties and Other

For the year ended December 31, 2021, the Company recognized $ 178.6 million in revenue related to sales-based royalties.

For the year ended December 31, 2020, the Company recognized $ 20.0 million related to a development and commercial milestone payment.

Serum Institute of India Private Limited

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In July 2020, the Company entered into a supply and license agreement with Serum Institute of India Private Limited (“SIIPL”), as amended by the parties in September 2020, under which the Company granted exclusive and non-exclusive licenses to SIIPL for the development, co-formulation, filling and finishing, registration and commercialization by SIIPL of NVX-CoV2373.

SIIPL has agreed to purchase Matrix-M adjuvant from the Company and the Company has granted SIIPL a non-exclusive license to manufacture the antigen drug substance component of NVX-CoV2373 in SIIPL’s licensed territory solely for use in the manufacture of NVX-CoV2373 under the terms of the agreement.

In July 2020, the Company entered into a supply and license agreement with Serum Institute of India Private Limited (“SIIPL”), which was amended in September 2020 and amended and restated in July 2021, under which the Company granted exclusive and non-exclusive licenses to SIIPL for the development, co-formulation, filling and finishing, registration, and commercialization by SIIPL of NVX-CoV2373.

SIIPL agreed to purchase Matrix-M™ adjuvant from the Company and the Company granted SIIPL a non-exclusive license to manufacture the antigen drug substance component of NVX-CoV2373 in SIIPL’s licensed territory solely for use in the manufacture of NVX-CoV2373 under the terms of the agreement.

The parties will equally split the revenue from sale of NVX-CoV2373 by SIIPL in its licensed territory, net of agreed costs.

The Company granted to SIIPL (i) an exclusive license in India during the agreement, and (ii) a non-exclusive license (a) during the “Pandemic Period” (as declared by the World Health Organization), in all countries other than specified countries designated by the World Bank as upper-middle or high-income countries, with respect to which the Company retains rights, and (b) after the Pandemic Period, in only those countries designated as low or middle-income by the World Bank.

Following the Pandemic Period, the Company may notify SIIPL of any bona fide opportunities for the Company to license NVX-CoV2373 to a third party in such low and middle-income countries and SIIPL would have an opportunity to match or improve such third party terms, failing which, the Company would have the discretion to remove one or more non-exclusive countries from SIIPL’s license.

The Company granted to SIIPL (i) an exclusive license in India during the agreement and (ii) a non-exclusive license (a) during the “Pandemic Period” (as declared by the WHO) in all countries other than specified countries designated by the World Bank as upper-middle or high-income countries, with respect to which the Company retains rights, and (b) after the Pandemic Period, in only those countries designated as low or middle-income by the World Bank.

Following the Pandemic Period, the Company may notify SIIPL of any bona fide opportunities for the Company to license NVX-CoV2373 to a third party in such low and middle-

income countries and SIIPL would have an opportunity to match or improve such third-party terms, failing which, the Company would have the discretion to remove one or more non-exclusive countries from SIIPL’s license.

In October 2021, the Company entered into a supply agreement and a contract development manufacturing agreement with SIIPL and Serum Life Sciences Limited ("SLS") under which SIIPL and SLS will supply the Company with NVX-CoV2373 for commercialization in certain territories.

Takeda Pharmaceutical Company Limited

In August 2020, the Company announced a collaboration agreement with Takeda Pharmaceutical Company Limited (“Takeda”) for the exclusive development, manufacturing and commercialization of NVX-CoV2373 in Japan.

Takeda will receive funding from the Government of Japan’s Ministry of Health, Labour and Welfare to support the technology transfer, establishment of infrastructure and scale-up of manufacturing.

The collaboration agreement was finalized in February 2021.

The Company will be entitled to receive payments based on the achievement of certain development and commercial milestones, as well as a portion of net profits from the sale of the vaccine.

In 2020, the Company recognized other revenue as a result of achieving a development milestone from the Takeda arrangement of $ 20.0 million.

Vaccine Supply Advance Purchase Agreements

In October 2020, the Company entered into a SARS-CoV-2 vaccine supply agreement with The Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the government of the UK, the purchase of up to 60 million doses of NVX-CoV2373, plus such additional orders as the Authority may make from time to time.

The Company agreed to continue to conduct a UK-based Phase 3 clinical trial of NVX-CoV2373 to assess the efficacy of NVX-CoV2373 in the UK population, establish a dedicated supply chain for NVX-CoV2373 in the UK and seek regulatory approval for NVX‑CoV2373 in the UK.

In December 2020, the Company finalized the advance purchase agreement with the Australian Federal Government to supply 51 million doses of NVX-CoV2373.

We will work with Australia’s regulatory agency, the Therapeutics Goods Administration ("TGA"), to obtain product approvals upon demonstrating efficacy in clinical studies.

As part of the agreement, Australia will have the option to purchase up to an additional 10 million doses.

Further, in December 2020, the Company finalized an advance purchase agreement with the government of New Zealand for the purchase of 10.7 million doses of NVX-CoV2373.

In February 2021, the Company finalized a collaboration and license agreement with Takeda Pharmaceutical Company Limited (“Takeda”), under which the Company granted Takeda an exclusive license to develop, manufacture, and commercialize NVX-CoV2373 in Japan.

Under the agreement, Takeda purchases Matrix-M™ adjuvant from the Company to manufacture doses of NVX-CoV2373 and the Company is entitled to receive payments from Takeda based on the achievement of certain development and commercial milestones, as well as a portion of net profits from the sale of NVX-CoV2373.

In September 2021, Takeda finalized an agreement with the Government of Japan’s Ministry of Health, Labour and Welfare ("MHLW") for the purchase of 150 million doses of NVX-CoV2373.

The announcement followed an update from MHLW on its ongoing efforts to secure coronavirus vaccine for the citizens of Japan.

These efforts include vaccine procurement by Takeda pursuant to the terms of the collaboration and license agreement that the Company entered into with Takeda in February 2021.

In 2020, the Company recognized revenue as a result of achieving a development milestone from the Takeda arrangement in the amount of $ 20.0 million, which is included in Royalties and other revenue on the Statements of Operations.

The Company is eligible for a future milestone payment of an additional $ 20.0 million upon regulatory approval in Japan.

SK bioscience, Co., Ltd.

In February 2021, the Company finalized an expanded collaboration and license agreement with SK bioscience, Co., Ltd.

("SK bioscience") to manufacture and commercialize NVX-CoV2373 for sale to the government of Korea.

Concurrently, SK bioscience finalized an APA with the Korean government to supply 40 million doses of NVX-CoV2373 to the Republic of Korea beginning in 2021.

The agreement is in addition to the Company's existing manufacturing arrangement with SK bioscience entered into in August 2020.

Under the collaboration agreement, SK bioscience was granted an exclusive license to develop, manufacture, and commercialize NVX-CoV2373 in the Republic of Korea.

SK bioscience will pay the Company a tiered royalty in the low to middle double-digit range on the sale of NVX-CoV2373.

In May 2021, the Company entered a non-binding Memorandum of Understanding with the Ministry of Health and Welfare of Korea and SK bioscience to explore further cooperation in the development and manufacturing of vaccines, including NVX-CoV2373, and to potentially explore the development of new vaccine products with SK bioscience, including COVID-19 variant vaccines and/or an influenza/COVID-19 combination vaccine.

SK bioscience expanded its capacity to manufacture the antigen component of NVX-CoV2373 and, in December 2021, the Company amended the collaboration and license agreement to grant a non-exclusive license to cover Thailand and Vietnam, subject to a low to middle double-digit royalty, and for SK biosciences to supply the antigen component of NVX-CoV2373 to the Company for use in the final drug product globally, including product distributed by the COVAX Facility.

Advance Purchase Agreements (APAs)

During the years ended December 31, 2021 and 2020, the Company entered into various APAs for NVX-CoV2373.

Under the terms of the Company's advance purchase agreements, government counterparties make upfront payments and have certain termination rights, or rights to reduce or cancel orders, if regulatory approval for the vaccine is not received or if supply is materially interrupted, delayed, or deferred.

The Company expects to record such upfront payments as deferred revenue and anticipates recognizing revenue when the vaccine is delivered to its customers.

Note 9 – Preferred Stock

During the fourth quarter of 2020, all outstanding shares of Preferred Stock were converted and the Company issued 4,388,850 shares of common stock, par value $ 0.01 per share and reclassified $ 199.8 million from Preferred stock to additional paid in capital.

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Note 10 – Other Financial Information

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following at December 31 (in thousands):

Prepaid expenses $ 171,602 $ 3,601

Other current assets 9,662 4,376

Prepaid expenses and other current assets $ 181,264 $ 7,977

Property and Equipment, net

Property and equipment is comprised of the following at December 31 (in thousands):

Land and buildings $ 79,096 $ —

Machinery and equipment 31,609 9,946

Leasehold improvements 9,684 9,088

Computer hardware 6,126 4,987

Construction in progress 71,232 448

197,747 24,469

Less ― accumulated depreciation ( 17,793 ) ( 13,024 )

Property and equipment, net $ 179,954 $ 11,445

Depreciation expense was approximately $ 4.3 million, $ 5.1 million and $ 7.4 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Accrued Expenses

Accrued expenses consist of the following at December 31 (in thousands):

Employee benefits and compensation $ 20,752 $ 7,504

Research and development accruals 99,994 6,175

Other accrued expenses 16,644 1,188

Accrued expenses $ 137,390 $ 14,867

Purchase Commitments

During 2020, the Company entered into agreements in the normal course of business with CMOs and CDMOs supplying the Company with production capabilities, and with vendors for preclinical studies, clinical trials and other goods or services.

A number of these arrangements are within the scope of lease accounting (see Note 7).

Certain agreements provide for termination rights subject to termination fees.

Under such agreements, the Company is contractually obligated to make payments to vendors, mainly to reimburse them for their estimated unrecoverable expenses.

The exact amount of such obligations are dependent on the timing of termination, and the terms of the relevant agreement, and cannot be reasonably estimated.

As of December 31, 2020, these agreements are active ongoing arrangements and the Company expects to receive value from these arrangements in the future.

As of December 31, 2020, the Company had approximately $ 117 million of such non-cancelable purchase commitments with a remaining term of more than one year.

Note 11– Long-Term Debt

Convertible Notes

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In 2016, the Company issued $ 325 million aggregate principal amount of convertible senior unsecured notes that will mature on February 1, 2023 (the “Notes”).

The Notes are senior unsecured debt obligations and were issued at par.

The Notes were issued pursuant to an indenture dated January 29, 2016 (the “Indenture”), between the Company and the trustee.

The Company received $ 315.0 million in net proceeds from the offering after deducting underwriting fees and offering expenses.

The Notes bear cash interest at a rate of 3.75 %, payable on February 1 and August 1 of each year, beginning on August 1, 2016.

The Notes are not redeemable prior to maturity and are convertible into shares of the Company’s common stock.

As a result of the Company’s one-for-twenty reverse stock split (see Note 13) and pursuant to Section 14.04(a) of the Indenture, the Notes are initially convertible into approximately 2,385,800 shares of the Company’s common stock based on the initial conversion rate of 7.3411 shares of the Company’s common stock per $1,000 principal amount of the Notes.

The Notes are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”).

Under ASC 815-40, to qualify for equity classification (or nonbifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s stock and (2) meet the requirements of the equity classification guidance.

The $ 10.0 million of debt issuance costs is being amortized and recognized as additional interest expense over the seven -year contractual term of the Notes on a straight-line basis, which approximates the effective interest rate method.

The Company also incurred $ 0.9 million of expenses related to the capped call transactions, which were recorded as a reduction to additional paid-in-capital.

Total convertible notes payable consisted of the following at (in thousands):

2020 December 31,

Principal amount of Notes $ 325,000 $ 325,000

Unamortized debt issuance costs ( 2,965 ) ( 4,389 )

Total convertible notes payable $ 322,035 $ 320,611

Interest expense incurred in connection with the Notes consisted of the following for the years ended December 31 (in thousands):

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2020 2019 2018

Coupon interest at 3.75%

$ 12,188 $ 12,188 $ 12,188

Amortization of debt issuance costs 1,424 1,424 1,424

Total interest expense on Notes $ 13,612 $ 13,612 $ 13,612

Note 12 – Stockholders’ Equity

In 2020, the Company entered into various At Market Issuance Sales Agreements, which allows it to issue and sell up to $ 1.0 billion in gross proceeds of its common stock.

During 2020, the Company sold 25.2 million shares of common stock under these Sales Agreements resulting in $ 835.6 million in net proceeds (this amount excludes $ 3.2 million received in the first quarter of 2021 for shares traded in late December 2020) and 7.2 million shares of common stock resulting in $ 38.5 million in net proceeds from the remaining portion of its At Market Issuance Sales Agreement entered into prior to 2020.

From January 1, 2021 through January 20, 2021, the Company sold 0.9 million shares of common stock from its At Market Issuance Sales Agreement entered into in November 2020 ("November 2020 Sales Agreement") resulting in $ 113.0 million in net proceeds, leaving $ 27.2 million remaining under the agreement.

The Company terminated the November 2020 Sales Agreement by mutual agreement upon entering into the January 2021 Sales Agreement.

In 2019, the Company sold 13.0 million shares of common stock resulting in $ 97.4 million in net proceeds (this amount excludes $ 0.5 million received in the first quarter of 2020 for shares traded in late December 2019) under its various At Market Issuance Sales Agreement.

On May 8, 2019, the Company’s stockholders of record as of March 25, 2019 approved a one-for-twenty reverse stock split of the Company’s outstanding common stock, which was effected on May 10, 2019.

The number of authorized shares of common stock and preferred stock of the Company was not affected and remains at 600,000,000 and 2,000,000 , respectively, but the number of shares of common stock outstanding as of May 10, 2019 was reduced from 469,453,883 to 23,472,574 .

The aggregate par value of the issued common stock was reduced by reclassifying a portion of the par value amount of the outstanding common shares from Common stock to Additional paid-in-capital for all periods presented.

In addition, all per share and share amounts, including stock options and restricted stock awards, have been retroactively restated in the accompanying consolidated financial statements and notes thereto for all periods presented to reflect the reverse stock split.

In 2018, the Company sold 1.2 million shares of common stock resulting in $ 46.2 million in net proceeds under its various At Market Issuance Sales Agreements and completed a public offering of 1.7 million shares of its common stock, including 0.2 million shares of common stock that were issued upon the exercise in full of the option to purchase additional shares granted to the underwriters, at a price of $ 33.00 per share resulting in net proceeds, net of offering costs of $ 3.6 million, of approximately $ 54 million.

The Company records such upfront payments as deferred revenue and will recognize revenue when the vaccine is delivered to its customers.

As of December 31, 2021 and 2020, the Company had deferred revenue related to APAs of $ 1.6 billion and $ 45.0 million, respectively.

Under the terms of the APA with Gavi and a separate purchase agreement between Gavi and SIIPL, 1.1 billion doses of NVX-CoV2373 are to be made available to countries participating in the COVAX Facility.

The Company expects to manufacture and distribute 350 million doses of NVX-CoV2373 to countries participating under the COVAX Facility.

Under a separate purchase agreement with Gavi, SIIPL is expected to manufacture and deliver the balance of the 1.1 billion doses of NVX-CoV2373 for low- and middle-income countries participating in the COVAX Facility.

The Company expects to deliver doses with antigen and adjuvant manufactured at facilities directly funded under the Company's funding agreement with CEPI, with initial doses supplied by SIIPL and SLS under a supply agreement.

The Company expects to supply significant doses that Gavi would allocate to low-, middle- and high-income countries, subject to certain limitations, utilizing a tiered pricing schedule and Gavi may prioritize such doses to low- and middle- income countries, at lower prices.

Additionally, the Company may provide additional doses of NVX-CoV2373, to the extent available from CEPI funded manufacturing facilities, in the event that SIIPL cannot materially deliver expected vaccine doses to the COVAX Facility.

Under the agreement, the Company received an upfront payment from Gavi of $ 350.0 million in 2021 and has recorded a receivable as of December 31, 2021, for

an additional $ 350.0 million because the Company secured EUL for NVX-CoV2373 by the WHO in December 2021, which are recorded as deferred revenue.

The Company also has an APA with the European Commission acting on behalf of various European Union member states to supply a minimum of 20 million and up to 100 million initial doses of NVX-CoV2373, with the option for the Commission to purchase an additional 100 million doses up to a maximum aggregate of 200 million doses in one or more tranches, through 2023.

Under the terms of the APA, the Company agreed to manufacture the vaccine in facilities located in the European Union and ensure continued efficacy of the vaccine against variants of the SARS-CoV-2 virus.

Pursuant to the terms of the APA, the Company is prohibited from supplying NVX-CoV2373 to any third party if such delivery would impede or limit the fulfillment of the Company’s obligations to the European Commission under the APA, except with respect to the Company’s obligations under its APA with Gavi.

Note 13 – Stock-Based Compensation

Stock Options

The 2015 Stock Incentive Plan, as amended (“2015 Plan”), was approved at the Company’s annual meeting of stockholders in June 2015.

Under the 2015 Plan, equity awards may be granted to officers, directors, employees, and consultants of and advisors to the Company and any present or future subsidiary.

The 2015 Plan authorizes the issuance of up to 10,900,000 shares of common stock under equity awards granted under the 2015 Plan, which includes an increase of 7,100,000 shares approved for issuance under the 2015 Plan at the Company’s 2020 annual meeting of stockholders.

The 2015 Plan authorizes the issuance of up to 12.4 million shares of common stock under equity awards granted under the 2015 Plan, which includes an increase of 1.5 million shares approved for issuance under the 2015 Plan at the Company’s 2021 annual meeting of stockholders.

All such shares authorized for issuance under the 2015 Plan have been reserved.

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Grants of stock options are generally subject to vesting over periods ranging from one to four years .

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The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands):

Year Ended December 31,

2021 2020 2019

Research and development $ 86,928 $ 55,955 $ 8,436

General and administrative 96,698 72,080 8,612

Total stock-based compensation expense $ 183,626 $ 128,035 $ 17,048

As of December 31, 2021, there was approximately $ 190 million of total unrecognized compensation expense related to unvested stock options, stock appreciation rights, restricted stock units and the Employee Stock Purchase Plan, as amended (the “ESPP”).

This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of 1.2 years and will be allocated between research and development and general and administrative expenses accordingly.

This estimate does not include the impact of other possible stock-based awards that may be made during future periods and awards that require approval by the stockholders.

The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money stock options and stock appreciation rights) that would have been received by the holders had all stock option and stock appreciation rights holders exercised their stock options and stock appreciation rights on December 31, 2021.

This amount is subject to change based on changes to the closing price of the Company’s common stock.

The aggregate intrinsic value of stock options and stock appreciation rights exercises and vesting of restricted stock units for 2021, 2020, and 2019 was $ 453.8 million, $ 187.3 million, and $ 0.5 million, respectively.

Stock Options and Stock Appreciation Rights

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Shares available for grant at December 31, 2021 3,716,636

In 2019, the Company granted 192,400 stock appreciation rights, with a weighted-average exercise price of $ 5.95 , under the 2015 Plan.

Additionally, in 2019, due to limitations on the equity awards available under the 2015 Plan, the Company granted to certain employees 1,014,240 stock options, with a weighted-average exercise price of $ 5.95 , under the 2015 Plan that were subject to approval of an increase in the number of shares under the 2015 Plan at the Company's 2020 annual meeting of stockholders.

Furthermore, in April 2020, due to limitations on the equity awards available under the 2015 Plan, the Company granted to all of its employees collectively 2,501,600 stock options, with a weighted-average exercise price of $ 19.08 , and 326,050 restricted stock units under the 2015 Plan that include a performance requirement related to its NVX-CoV2373 program that were also subject to approval of an increase in the number of shares under the 2015 Plan at the Company's 2020 annual meeting of stockholders.

Since the proposal to increase the number of shares under the 2015 Plan was approved at the Company’s 2020 annual meeting of stockholders, as discussed in the “ Stock Options ” section above, the Company began to record stock-based compensation expense for these awards at that time.

The fair value of stock options granted under the 2015 Plan was estimated at the date of grant or the date upon which the 2015 Plan was approved by the Company’s stockholders for stock options discussed above using the Black-Scholes option-pricing model with the following assumptions:

The fair value of stock options granted under the 2015 Plan was estimated at the date of grant or the date upon which the 2015 Plan was approved by the Company’s stockholders for certain stock options granted in 2020 and 2019 using the Black-Scholes option-pricing model with the following assumptions:

Year Ended December 31,

2021 2020 2019

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Expected term (in years) 4.1 - 6.1

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and stock appreciation rights outstanding under the 2015 Plan and 2005 Plan as of December 31, 2020 was $ 427.8 million and 8.5 years, respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and stock appreciation rights exercisable under the 2015 Plan and 2005 Plan as of December 31, 2020 was $ 55.9 million and 5.8 years, respectively.

This amount is subject to change based on changes to the closing price of the Company’s common stock.

The aggregate intrinsic value of stock options exercised and vesting of restricted stock awards for 2020, 2019 and 2018 was $ 187.3 million, $ 0.5 million and $ 0.4 million, respectively.

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Restricted Stock Units

The following is a summary of restricted stock units activity for the year ended December 31, 2021:

Shares Per Share

Outstanding and unvested at January 1, 2021 1,044,980 $ 72.59

Restricted stock units granted 316,571 $ 191.82

Restricted stock units vested ( 488,370 ) $ 69.02

Restricted stock units forfeited ( 53,353 ) $ 141.01

Outstanding and unvested at December 31, 2021 819,828 $ 116.70

Employee Stock Purchase Plan

The Employee Stock Purchase Plan, as amended (the “ESPP”), was approved at the Company’s annual meeting of stockholders in June 2013.

The ESPP was approved at the Company’s annual meeting of stockholders in June 2013.

The ESPP currently authorizes an aggregate of 600,000 shares of common stock to be purchased.

The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15 % of their compensation, at 85 % of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period (or, if later, the date during the option period when the employee was first eligible to participate).

The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15 % of their

compensation, at 85 % of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period (or, if later, the date during the option period when the employee was first eligible to participate).

At December 31, 2021, there were 164,495 shares available for issuance under the ESPP.

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As such, the fair value of ESPP shares was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Year Ended December 31,

2021 2020 2019

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Expected term (in years) 0.5 - 2.0

Restricted Stock Units

The following is a summary of restricted stock units activity for the year ended December 31, 2020:

Shares Per Share

Outstanding and Unvested at January 1, 2020 1,102,311 $ 5.95

Restricted stock units granted 837,896 94.74

Restricted stock units vested ( 840,812 ) 9.37

Restricted stock units forfeited ( 54,415 ) 40.37

Outstanding and Unvested at December 31, 2020 1,044,980 $ 72.59

The Company recorded stock-based compensation expense for awards issued under the above mentioned plans in the consolidated statements of operations as follows (in thousands):

Year Ended December 31,

2020 2019 2018

Research and development $ 55,955 $ 8,436 $ 10,575

General and administrative 72,080 8,612 7,739

Total stock-based compensation expense $ 128,035 $ 17,048 $ 18,314

As of December 31, 2020, there was approximately $ 312 million of total unrecognized compensation expense related to unvested stock options, stock appreciation rights, restricted stock units and the ESPP.

This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of 1.3 years, and will be allocated between research and development and general and administrative expenses accordingly.

This estimate does not include the impact of other possible stock-based awards that may be made during future periods and awards that require approval by the stockholders.

Note 14 – Employee Benefits

The Company maintains a defined contribution 401(k) retirement plan, pursuant to which employees may elect to contribute up to 100 % of their compensation on a tax deferred basis up to the maximum amount permitted by the Internal Revenue Code of 1986, as amended.

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The Company matches 100 % of the first 3 % of the participants’ deferral, and 50 % on the next 2 % of the participants’ deferral, up to a potential 4 % Company match.

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Note 15 – Income Taxes

The Company’s loss from operations before income tax expense by jurisdiction for the years ended December 31 are as follows (in thousands):

The Company’s income (loss) from operations before income tax expense by jurisdiction for the years ended December 31 are as follows (in thousands):

Year Ended December 31,

2021 2020 2019

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Foreign ( 81,520 ) 36,994 ( 8,505 )

Total net loss $ ( 418,259 ) $ ( 132,694 ) $ ( 184,748 )

As a result of current and historical losses, there is no income tax provision for the years ended December 31, 2020, 2019 and 2018.

Loss before income tax expense $ ( 1,714,536 ) $ ( 418,259 ) $ ( 132,694 )

During the year ended December 31, 2021, the Company recognized $ 29.2 million of income tax expense related to foreign withholding tax on royalties.

During the years ended December 31, 2020 and 2019, the Company recognized no income tax expense.

A reconciliation of the provision for income tax to the amount computed by applying the U.S.

federal statutory tax rate to the Company’s effective tax rate is as follows:

Year Ended December 31,

2021 2020 2019

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Non-cash stock-based compensation ( 4 ) % ( 7 ) % — %

Foreign tax expense 1 % — % — %

Other 1 % 1 % 1 %

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Income tax provision 2 % — % — %

As of December 31, 2020, the Company has available federal, state, and foreign net operating losses of $ 1.3 billion, $ 756.0 million and $ 42.7 million, respectively, that may be applied against future taxable income.

A significant portion of the federal net operating losses will begin to expire in 2037.

As of December 31, 2021, the Company has available federal, state, and foreign net operating losses of $ 3.2 billion, $ 2.8 billion, and $ 127.6 million, respectively, that may be applied against future taxable income.

Federal net operating losses of $ 0.9 billion will expire in the years 2022 to 2037.

The remaining $ 2.3 billion of federal net operating losses can be carried forward indefinitely.

A portion of the foreign net operating losses will begin to expire in 2023.

The Company also has research tax credits of $ 35.1 million that begin to expire in 2020.

The Company also has research tax credits of $ 44.6 million that continue to expire in 2022.

Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to ownership changes of the Company.

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The returns in Sweden are subject to examination from 2015 through 2021 and the returns for the Czech Republic are subject to examination from 2018 through 2021.

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The significant components of the Company’s deferred tax assets and liabilities as of December 31 were as follows (in thousands):

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Net deferred tax assets $ — $ —

The valuation allowance increased by $ 139.0 million and $ 28.3 million for the years ended December 31, 2020 and 2019, respectively, due to increases in deferred tax assets.

Realization of net deferred tax assets is dependent on the Company’s ability to generate future taxable income, which is uncertain.

Accordingly, a full valuation allowance was recorded against these assets as of December 31, 2020 and 2019 as management believes it is more likely than not that the assets will not be realizable.

The Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets, including its history of significant losses in every year since inception and, in accordance with U.S GAAP, has fully reserved the net deferred tax asset.

The Company concluded that realization of its net deferred tax assets is not more-likely-than-not to be realized as of December 31, 2021.

The valuation allowance increased by $ 510.5 million and $ 139.0 million for the years ended December 31, 2021 and 2020, respectively, primarily due to the increase in net operating loss carry-forwards and research and development tax credits.

On a periodic basis, the Company reassesses the valuation allowance on its deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets.

In 2021, the Company reassessed the valuation allowance and considered negative evidence, including its cumulative losses over the three years ended December 31, 2021, and positive evidence, including its recent regulatory authorizations for NVX-CoV2373.

After assessing both the negative and positive evidence, the Company concluded that it should maintain the valuation allowance on its net operating losses and its other deferred tax assets as of December 31, 2021.

The release of the valuation allowance, as well as the exact timing and the amount of such release, continue to be subject to, among other things, the Company's level of profitability, revenue growth, clinical program progression, and expectations regarding future profitability.

The Company's total deferred tax asset balance subject to the valuation allowance was $ 1.0 billion at December 31, 2021.

The Company recognizes the effect of a tax position when it is more likely than not, based on the technical merits, that the tax position will be sustained upon examination.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits in the year ended December 31, 2021, 2020, and 2019 is as follows (in thousands):

Year Ended December 31,

2021 2020 2019

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Mott joined the Company’s Board of Directors later in the same month.

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Note 17 – Commitment and Contingencies

Legal Matters

On February 26, 2021, a Novavax stockholder named Thomas Golubinski filed a derivative complaint against members of the Novavax board of directors and members of senior management in the Delaware Court of Chancery, captioned Thomas Golubinski v.

Douglas, et al.

2021-0172-JRS.

Novavax is deemed a nominal defendant.

Golubinski challenged equity awards made in April 2020 and in June 2020 on the ground that they were “spring-loaded,” that is, made at a time when such board members or members of senior management allegedly possessed undisclosed positive material information concerning the Company.

The complaint asserted claims for breach of fiduciary duty, waste, and unjust enrichment.

The plaintiff sought an award of damages to the Company, an order rescinding both awards or requiring disgorgement, and an award of attorneys’ fees incurred in connection with the litigation.

On May 10, 2021, the defendants moved to dismiss the complaint in its entirety.

On June 17, 2021, the Company’s stockholders voted FOR ratification of the April 2020 awards and ratification of the June 2020 awards.

Details of the ratification proposals are set forth in the Company’s Definitive Proxy Statement filed with the SEC on May 3, 2021.

The results of the vote were disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2021.

Thereafter, the plaintiff stipulated that, as a result of the outcome of the June 17, 2021 vote, the plaintiff no longer intends to pursue the lawsuit or any claim arising from the April 2020 and June 2020 awards.

On August 23, 2021, the plaintiff filed a motion seeking an award of attorneys’ fees and expenses, to which the defendants filed an opposition.

The action is currently stayed, and upon final resolution of the plaintiff’s motion for an award of fees and expenses, the action will be automatically dismissed.

As such, the Company is not expecting any material estimable financial impact of the plaintiff's claim.

On November 12, 2021, Sothinathan Sinnathurai filed a purported class action in the U.S.

District Court for the District of Maryland against Novavax and certain members of senior management, captioned Sothinathan Sinnathurai v.

Novavax, Inc., et al.

8:21-cv-02910-TDC (the “Sinnathurai Action”).

The complaint in the Sinnathurai Action alleges that the defendants made certain purportedly false and misleading statements concerning NVX-CoV2373, including with respect to the Company’s manufacturing capabilities and NVX-CoV2373’s regulatory and commercial prospects.

The purported class is defined as those who purchased or otherwise acquired Novavax securities between March 2, 2021 and October 19, 2021.

The complaint demands an award of damages on behalf of the purported class and attorneys’ fees incurred in connection with the litigation.

On January 26, 2022, the court entered an order designating David Truong, Nuggehalli Balmukund Nandkumar, and Jeffrey Gabbert as co-lead plaintiffs in the Sinnathurai Action.

The court has ordered the co-lead plaintiffs to file an amended complaint by March 11, 2022.

The Company’s response to the amended complaint is due April 25, 2022.

After the Sinnathurai Action was filed, three derivative lawsuits were filed and are currently pending in the U.S.

District Court for the District of Maryland:

8:21-cv-02996-TDC (the “Meyer Action”), Shui Shing Yung v.

8:21-cv-03248-TDC (the “Yung Action”), and William Kirst, et al.

8:22-cv-00024-TDC (the “Kirst Action”).

The derivative lawsuits name members of the board of directors and certain members of senior management as defendants.

Novavax is deemed a nominal defendant.

The derivative plaintiffs assert derivative claims arising out of substantially the same alleged facts and circumstances as the Sinnathurai Action.

Collectively, the derivative complaints assert claims for breach of fiduciary duty, insider selling, unjust enrichment, violation of federal securities law, abuse of control, waste, and mismanagement.

Plaintiffs seek declaratory and injunctive relief, as well as an award of monetary damages and attorneys’ fees.

Novavax removed the Kirst Action from the Circuit Court for Montgomery County, Maryland.

On February 7, 2022, the plaintiffs in the Kirst Action filed a motion to remand the action to state court and, in response, the Company has filed an opposition.

The Court also entered an order tolling the defendants’ time to respond to the complaints in the Meyer and Yung Actions pending submission of a joint proposed briefing schedule on any anticipated motion practice in those cases by March 25, 2022.

On February 4, 2022, the Court entered an order consolidating the Meyer and Yung Actions.

The financial impact of the claims is not estimable.

The Company is also involved in various legal proceedings arising in the normal course of business.

Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company's financial position, results of operations, or cash flows.

Purchase Commitments

The Company has entered into agreements in the normal course of business with CMOs and CDMOs supplying the Company with production capabilities, and with vendors for preclinical studies, clinical trials, and other goods or services.

A number of these arrangements are within the scope of lease accounting (see Note 7).

Certain agreements provide for termination rights subject to termination fees.

Under such agreements, the Company is contractually obligated to make payments to vendors, mainly to reimburse them for their estimated unrecoverable expenses.

The exact amount of such obligations are dependent on the timing of termination, and the terms of the relevant agreement, and cannot be reasonably estimated.

As of December 31, 2021, most of these agreements were active ongoing arrangements and the Company expects to receive value from these arrangements in the future.

The Company recognizes fees related to obligations for terminated contracts where such fees are reasonably estimable.

The Company did not accrue obligations that were not reasonably estimable.

As of December 31, 2021, the Company had no non-cancelable purchase commitments with a remaining term of more than one year as compared with approximately $ 117 million as of December 31, 2020.

Note 18 – Subsequent Events

In January 2021, the Company entered into an At Market Issuance Sales Agreement ("January 2021 Sales Agreement"), which allows it to issue and sell up to $ 500 million in gross proceeds of its common stock.

From January 22 through February 24, 2021, the Company sold 1.7 million shares of common stock under the January 2021 Sales Agreement resulting in $ 452.0 million in net proceeds, leaving $ 42.2 million remaining.

In January and February 2021, the Company finalized multiple advance purchase agreements and one binding Heads of Terms to supply.

in total, approximately 75 million doses of NVX-CoV2373 to various government customers.

The Company will work with the relevant regulatory agencies to obtain necessary approvals, as necessary.

In February 2021, the Company finalized an expanded collaboration and license agreement with SK bioscience to manufacture and commercialize NVX-CoV2373 for sale to the Korean government.

Concurrently, SK bioscience finalized an advance purchase agreement with the Korean government to supply 40 million doses of NVX-CoV2373 to the Republic of Korea beginning in 2021.

The agreement is in addition to the Company's existing manufacturing arrangement with SK bioscience.

In February 2021, the Company entered into a Memorandum of Understanding with Gavi, the Vaccine Alliance ("Gavi"), to provide 1.1 billion cumulative doses of NVX-CoV2373 for the COVAX Facility.

The Company will work with Gavi to finalize an advance purchase agreement for vaccine supply and global distribution via the COVAX Facility and its partners.

The vaccine doses will be manufactured and distributed globally by the Company and SIIPL.

In January 2022, the Company sold 0.4 million shares of its common stock resulting in net proceeds of $ 34.7 million under the June 2021 Sales Agreement, with a remaining balance of $ 464.9 million available thereafter.

In January and February 2022, the Company received authorization for Nuvaxovid TM from the regulatory authorities in Canada, Singapore, New Zealand, Great Britain, Australia, and South Korea.

In January 2022, the Company submitted a request to the FDA for EUA of NVX-CoV2373.

In February 2022, the Company’s Project Agreement with ATI was modified to include a Phase 3 efficacy study with respect to 2019n-CoV-301 in adolescents with a booster component and accordingly, the performance period under the Project Agreement was extended to December 31, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures