nvax-20230331

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 March 31, 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.)

21 Firstfield 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 86,305,085 as of April 30, 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 Income (Loss ) for the three months ended March 3 1 , 202 3 and 202 2	2
	Consolidated Balance Sheets as of March 3 1 , 202 3 (unaudited) and December 31, 202 2	3
	Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 3 1 , 202 3 and 202 2	4
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 3 and 202 2	5
	Notes to the Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION		32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	34

Item 6.	Exhibits	39
SIGNATURES		40

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 March 31,
	2023		2022
Revenue:
Product sales	$	(7,457)	$	585,628
Grants	87,379		99,301
Royalties and other	1,029		19,042
Total revenue	80,951		703,971

Expenses:
Cost of sales	34,086		15,204
Research and development	247,101		383,483
Selling, general, and administrative	112,532		95,992
Total expenses	393,719		494,679
Income (Loss) from operations	(312,768)		209,292
Other income (expense):

Interest expense	(4,316)		(4,876)
Other income	24,362		1,654
Income (Loss) before income tax expense	(292,722)		206,070
Income tax expense	1,183		2,662
Net income (loss)	$	(293,905)	$	203,408

Net income (loss) per share:
Basic	$	(3.41)	$	2.66
Diluted	$	(3.41)	$	2.56
Weighted average number of common shares outstanding
Basic	86,158		76,457
Diluted	86,158		80,711

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	For the Three Months Ended March 31,
	2023		2022
Net income (loss)	$	(293,905)	$	203,408
Other comprehensive income:
Foreign currency translation adjustment	3,211		41
Other comprehensive income	3,211		41
Comprehensive income (loss)	$	(290,694)	$	203,449

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)


	March 31, 2023		December 31, 2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	624,950	$	1,336,883

Restricted cash	10,330		10,303
Accounts receivable	112,849		82,375
Inventory	34,185		36,683
Prepaid expenses and other current assets	188,714		237,147
Total current assets	971,028		1,703,391
Property and equipment, net	307,414		294,247
Right of use asset, net	103,923		106,241

Goodwill	129,827		126,331
Other non-current assets	30,507		28,469
Total assets	$	1,542,699	$	2,258,679
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	124,801	$	216,517
Accrued expenses	518,706		591,158
Deferred revenue	415,764		370,137
Current portion of finance lease liabilities	1,205		27,196
Convertible notes payable	—		324,881
Other current liabilities	858,382		930,055
Total current liabilities	1,918,858		2,459,944
Deferred revenue	274,062		179,414
Convertible notes payable	166,857		166,466
Non-current finance lease liabilities	30,993		31,238
Other non-current liabilities	47,511		55,695
Total liabilities	2,438,281		2,892,757

Commitments and contingencies (Note 15)

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

Stockholders' deficit:
Common stock, $0.01 par value, 600,000,000 shares authorized at March 31, 2023 and December 31, 2022; 87,139,831 shares issued and 86,291,473 shares outstanding at March 31, 2023 and 86,806,554 shares issued and 86,039,923 shares outstanding at December 31, 2022	871		868
Additional paid-in capital	3,767,733		3,737,979
Accumulated deficit	(4,569,794)		(4,275,889)
Treasury stock, cost basis, 848,358 shares at March 31, 2023 and 766,631 shares at December 31, 2022	(91,226)		(90,659)
Accumulated other comprehensive loss	(3,166)		(6,377)
Total stockholders’ deficit	(895,582)		(634,078)
Total liabilities and stockholders’ deficit	$	1,542,699	$	2,258,679

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

NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

Three Months Ended March 31, 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' Equity (Deficit)
	Shares	Amount
Balance at December 31, 2022	86,806,554	$	868	$	3,737,979	$	(4,275,889)	$	(90,659)	$	(6,377)	$	(634,078)
Stock-based compensation	—	—		28,647		—		—		—		28,647
Stock issued under incentive programs	333,277	3		1,107		—		(567)		—		543

Foreign currency translation adjustment	—	—		—		—		—		3,211		3,211
Net loss	—	—		—		(293,905)		—		—		(293,905)
Balance at March 31, 2023	87,139,831	$	871	$	3,767,733	$	(4,569,794)	$	(91,226)	$	(3,166)	$	(895,582)

Balance at December 31, 2021	76,433,151	$	764	$	3,351,967	$	(3,617,950)	$	(85,101)	$	(1,353)	$	(351,673)
Stock-based compensation	—	—		32,933		—		—		—		32,933
Stock issued under incentive programs	91,788	1		2,029		—		(800)		—		1,230
Issuance of common stock, net of issuance costs of $2,311	2,197,398	22		179,363		—		—		—		179,385

Foreign currency translation adjustment	—	—		—		—		—		41		41
Net income	—	—		—		203,408		—		—		203,408
Balance at March 31, 2022	78,722,337	$	787	$	3,566,292	$	(3,414,542)	$	(85,901)	$	(1,312)	$	65,324

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

NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2023		2022
Operating Activities:
Net income (loss)	$	(293,905)	$	203,408
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	9,043		6,765

Non-cash stock-based compensation	28,647		32,933
Provision for excess and obsolete inventory	12,490		—
Right-of-use assets expensed, net of credits received	—		214
Other items, net	(1,252)		634
Changes in operating assets and liabilities:
Inventory	(9,222)		(99,557)
Accounts receivable, prepaid expenses, and other assets	18,430		(56,016)
Accounts payable, accrued expenses, and other liabilities	(230,099)		(115,500)
Deferred revenue	140,275		(61,391)
Net cash used in operating activities	(325,593)		(88,510)

Investing Activities:
Capital expenditures	(19,801)		(16,826)
Internal-use software	(3,757)		—
Net cash used in investing activities	(23,558)		(16,826)

Financing Activities:
Net proceeds from sales of common stock	—		179,385
Net proceeds from the exercise of stock-based awards	543		1,318
Finance lease payments	(26,331)		(20,838)
Repayment of 2023 Convertible notes	(325,000)		—
Payments of costs related to issuance of 2027 Convertible notes	(3,591)		—
Net cash provided by (used in) financing activities	(354,379)		159,865
Effect of exchange rate on cash, cash equivalents, and restricted cash	(8,372)		1,312
Net increase (decrease) in cash, cash equivalents, and restricted cash	(711,902)		55,841
Cash, cash equivalents, and restricted cash at beginning of period	1,348,845		1,528,259
Cash, cash equivalents, and restricted cash at end of period	$	636,943	$	1,584,100

Supplemental disclosure of non-cash activities:


Right-of-use assets from new lease agreements	$

SEC Form 10-Q filed by Novavax Inc.