nvax-20230930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 000-26770

NOVAVAX, INC.

(Exact name of registrant as specified in its charter)


Delaware			22-2816046
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

700 Quince Orchard Road,	Gaithersburg,	MD	20878
(Address of principal executive offices)			(Zip code)

(240) 268-2000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	NVAX	The Nasdaq Global Select Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated Filer	o

Non-accelerated filer	o	Smaller reporting company	o

Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The number of shares outstanding of the Registrant's Common Stock, $0.01 par value, was 118,790,222 as of October 31, 2023.

Table of Contents

NOVAVAX, INC.

TABLE OF CONTENTS


		Page No.
PART I. FINANCIAL INFORMATION		1
Item 1.	Consolidated Financial Statements	1
	Unaudited Consolidated Statements of Operations and Unaudited Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022	2
	Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	3
	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022	4
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	5
	Notes to the Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION		43
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	47
Item 5	Other Information	47
Item 6.	Exhibits	48
SIGNATURES		49

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Table of Contents

NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue:
Product sales	$	2,231	$	626,091	$	279,937	$	1,267,174
Grants	164,922		106,273		389,380		313,348
Royalties and other	19,833		2,213		23,046		43,951
Total revenue	186,986		734,577		692,363		1,624,473

Expenses:
Cost of sales	98,929		434,593		188,792		720,874
Research and development	106,229		304,297		572,805		977,428
Selling, general, and administrative	107,460		122,876		313,709		327,028
Total expenses	312,618		861,766		1,075,306		2,025,330
Loss from operations	(125,632)		(127,189)		(382,943)		(400,857)
Other income (expense):

Interest expense	(2,859)		(4,169)		(10,299)		(15,279)
Other income (expense)	(2,982)		(34,783)		26,912		(53,002)
Loss before income taxes	(131,473)		(166,141)		(366,330)		(469,138)
Income tax expense (benefit)	(697)		2,472		343		6,552
Net loss	$	(130,776)	$	(168,613)	$	(366,673)	$	(475,690)

Net loss per share:
Basic and diluted	$	(1.26)	$	(2.15)	$	(3.94)	$	(6.13)

Weighted average number of common shares outstanding
Basic and diluted	103,429		78,274		93,046		77,631

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(130,776)	$	(168,613)	$	(366,673)	$	(475,690)
Other comprehensive loss:
Foreign currency translation adjustment	(3,686)		(12,924)		(5,486)		(22,441)
Other comprehensive loss	(3,686)		(12,924)		(5,486)		(22,441)
Comprehensive loss	$	(134,462)	$	(181,537)	$	(372,159)	$	(498,131)

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

Table of Contents

NOVAVAX, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share information)


	September 30, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	651,104	$	1,336,883

Restricted cash	10,393		10,303
Accounts receivable	123,657		82,375
Inventory	69,592		36,683
Prepaid expenses and other current assets	152,018		237,147
Total current assets	1,006,764		1,703,391
Property and equipment, net	300,982		294,247
Right of use asset, net	190,741		106,241

Goodwill	123,780		126,331
Other non-current assets	34,890		28,469
Total assets	$	1,657,157	$	2,258,679
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	101,914	$	216,517
Accrued expenses	311,201		591,158
Deferred revenue	192,187		370,137
Current portion of finance lease liabilities	1,332		27,196
Convertible notes payable	—		324,881
Other current liabilities	861,956		930,055
Total current liabilities	1,468,590		2,459,944
Deferred revenue	608,842		179,414
Convertible notes payable	167,621		166,466
Non-current finance lease liabilities	53,158		31,238
Other non-current liabilities	37,296		55,695
Total liabilities	2,335,507		2,892,757

Commitments and contingencies (Note 14)

Preferred stock, $0.01 par value, 2,000,000 shares authorized at September 30, 2023 and December 31, 2022; no shares issued and outstanding at September 30, 2023 and December 31, 2022	—		—

Stockholders' deficit:
Common stock, $0.01 par value, 600,000,000 shares authorized at September 30, 2023 and December 31, 2022; 119,641,667 shares issued and 118,730,398 shares outstanding at September 30, 2023 and 86,806,554 shares issued and 86,039,923 shares outstanding at December 31, 2022	1,196		868
Additional paid-in capital	4,066,585		3,737,979
Accumulated deficit	(4,642,562)		(4,275,889)
Treasury stock, cost basis, 911,269 shares at September 30, 2023 and 766,631 shares at December 31, 2022	(91,706)		(90,659)
Accumulated other comprehensive loss	(11,863)		(6,377)
Total stockholders’ deficit	(678,350)		(634,078)
Total liabilities and stockholders’ deficit	$	1,657,157	$	2,258,679

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

NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

Three and Nine Ended September 30, 2023 and 2022

(in thousands, except share information)

(unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders' Deficit
	Shares	Amount
Balance at June 30, 2023	95,183,750	$	952	$	3,855,916	$	(4,511,786)	$	(91,424)	$	(8,177)	$	(754,519)
Stock-based compensation	—	—		21,254		—		—		—		21,254
Stock issued under incentive programs	176,329	2		634		—		(282)		—		354
Issuance of common stock, net of issuance costs $3,063	24,281,588	242		188,781		—		—		—		189,023
Foreign currency translation adjustment	—	—		—		—		—		(3,686)		(3,686)
Net loss	—	—		—		(130,776)		—		—		(130,776)
Balance at September 30, 2023	119,641,667	$	1,196	$	4,066,585	$	(4,642,562)	$	(91,706)	$	(11,863)	$	(678,350)

Balance at June 30, 2022	78,776,234	$	788	$	3,604,614	$	(3,925,027)	$	(86,455)	$	(10,870)	$	(416,950)
Stock-based compensation	—	—		33,386		—		—		—		33,386
Stock issued under incentive programs	428,275	4		2,597		—		(3,485)		—		(884)


Foreign currency translation adjustment	—	—		—		—		—		(12,924)		(12,924)
Net loss	—	—		—		(168,613)		—		—		(168,613)
Balance at September 30, 2022	79,204,509	$	792	$	3,640,597	$	(4,093,640)	$	(89,940)	$	(23,794)	$	(565,985)

Common Stock

Additional
Paid-in
Capital

Accumulated
Deficit

Treasury
Stock

Accumulated Other
Comprehensive
Loss

Total Stockholders'

Deficit