nvax-20250331

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, 2025

☐ 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 161,970,338 as of April 30, 2025.

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 5 and 202 4	2
	Consolidated Balance Sheets as of March 3 1 , 202 5 (unaudited) and December 31, 202 4	3
	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 3 1 , 202 5 and 202 4	4
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4	5
	Notes to the Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
Item 4.	Controls and Procedures	39
PART II. OTHER INFORMATION		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	41
Item 5	Other Information	44
Item 6.	Exhibits	45
SIGNATURES		46

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,
	2025		2024
Revenue:
Product sales	$	621,678	$	89,836
Licensing, royalties, and other	44,977		4,019
Total revenue	666,655		93,855

Expenses:
Cost of sales	14,115		59,209
Research and development	88,937		92,679
Selling, general, and administrative	48,090		86,798
Total expenses	151,142		238,686
Income (loss) from operations	515,513		(144,831)
Other income (expense):

Interest expense	(5,723)		(4,111)
Other income, net	10,056		3,654
Income (loss) before income tax expense	519,846		(145,288)
Income tax expense	1,200		2,262
Net income (loss)	$	518,646	$	(147,550)

Net income (loss) per share:
Basic	$	3.22	$	(1.05)
Diluted	$	2.93	$	(1.05)
Weighted average number of common shares outstanding:
Basic	161,049		139,916
Diluted	177,625		139,916

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)


	For the Three Months Ended March 31,
	2025		2024
Net income (loss)	$	518,646	$	(147,550)
Other comprehensive income (loss):
Net unrealized gain on available-for-sale marketable securities	589		—
Foreign currency translation adjustment	23,578		(13,547)
Other comprehensive income (loss)	24,167		(13,547)
Comprehensive income (loss)	$	542,813	$	(161,097)

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, 2025		December 31, 2024
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	263,338	$	530,230
Marketable securities	468,141		392,888
Restricted cash	10,681		10,626
Accounts receivable	44,510		108,285
Inventory	10,263		8,749
Prepaid expenses and other current assets	71,095		78,164
Total current assets	868,028		1,128,942
Property and equipment, net	133,538		138,413
Right of use asset, net	157,495		161,585

Goodwill	112,027		107,478
Other non-current assets	21,904		24,000
Total assets	$	1,292,992	$	1,560,418
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	34,162	$	41,579
Accrued expenses	132,165		211,165
Deferred revenue	108,334		675,067
Current portion of finance lease liabilities	5,478		7,009
Other current liabilities	142,031		219,596
Total current liabilities	422,170		1,154,416
Deferred revenue	409,557		446,819
Convertible notes payable	170,126		169,684
Non-current finance lease liabilities	53,055		53,726
Other non-current liabilities	313,727		359,614
Total liabilities	1,368,635		2,184,259

Commitments and contingencies (Note 15)

Preferred stock, $0.01 par value, 2,000,000 shares authorized at March 31, 2025 and December 31, 2024; no shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—

Stockholders' deficit:
Common stock, $0.01 par value, 600,000,000 shares authorized at March 31, 2025 and December 31, 2024; 164,206,386 shares issued and 161,957,868 shares outstanding at March 31, 2025 and 161,942,677 shares issued and 160,421,136 shares outstanding at December 31, 2024	1,642		1,619
Additional paid-in capital	4,512,849		4,501,403
Accumulated deficit	(4,489,804)		(5,008,450)
Treasury stock, cost basis, 2,248,518 shares at March 31, 2025 and 1,521,541 shares at December 31, 2024	(101,938)		(95,854)
Accumulated other comprehensive income	1,608		(22,559)
Total stockholders’ deficit	(75,643)		(623,841)
Total liabilities and stockholders’ deficit	$	1,292,992	$	1,560,418

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

NOVAVAX, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

Three Months Ended March 31, 2025 and 2024

(in thousands, except share information)

(unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Deficit
	Shares	Amount
Balance at December 31, 2024	161,942,677	$	1,619	$	4,501,403	$	(5,008,450)	$	(95,854)	$	(22,559)	$	(623,841)
Stock-based compensation	—	—		10,285		—		—		—		10,285
Stock issued under incentive programs	2,263,709	23		1,161		—		(6,084)		—		(4,900)

Unrealized gain on available-for-sale marketable securities	—	—		—		—		—		589		589
Foreign currency translation adjustment	—	—		—		—		—		23,578		23,578
Net income	—	—		—		518,646		—		—		518,646
Balance at March 31, 2025	164,206,386	$	1,642	$	4,512,849	$	(4,489,804)	$	(101,938)	$	1,608	$	(75,643)

Balance at December 31, 2023	140,506,093	$	1,405	$	4,192,164	$	(4,820,951)	$	(92,267)	$	2,722	$	(716,927)
Stock-based compensation	—	—		11,556		—		—		—		11,556
Stock issued under incentive programs	1,194,879	12		1,055		—		(1,683)		—		(616)


Foreign currency translation adjustment	—	—		—		—		—		(13,547)		(13,547)
Net loss	—	—		—		(147,550)		—		—		(147,550)
Balance at March 31, 2024	141,700,972	$	1,417	$	4,204,775	$	(4,968,501)	$	(93,950)	$	(10,825)	$	(867,084)

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,
	2025		2024
Operating Activities:
Net income (loss)	$	518,646	$	(147,550)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	8,340		12,147

Non-cash stock-based compensation	10,285		11,556
Provision for excess and obsolete inventory	276		8,807
Impairment of long-lived assets	—		1,669

Other items, net	16,550		(4,449)
Changes in operating assets and liabilities:
Inventory	2,375		16,819
Accounts receivable, prepaid expenses, and other assets	73,867		296,054
Accounts payable, accrued expenses, and other liabilities	(211,846)		(272,461)
Deferred revenue	(603,995)		(6,147)
Net cash used in operating activities	(185,502)		(83,555)

Investing Activities:
Capital expenditures	(1,220)		(6,878)
Purchases of available-for-sale marketable securities	(114,724)		—
Proceeds from maturities of available-for-sale marketable securities	43,000		—
Internal-use software	(375)		(372)
Net cash used in investing activities	(73,319)		(7,250)

Financing Activities:
Net proceeds from sales of common stock	—		6,862
Net proceeds from the exercise of stock-based awards	(4,860)		(616)
Finance lease payments	(2,201)		(360)


Net cash provided by (used in) financing activities	(7,061)		5,886
Effect of exchange rate on cash, cash equivalents, and restricted cash	(930)		(2,955)
Net decrease in cash, cash equivalents, and restricted cash	(266,812)		(87,874)
Cash, cash equivalents, and restricted cash at beginning of period	545,292		583,810
Cash, cash equivalents, and restricted cash at end of period	$	278,480	$	495,936

Supplemental disclosure of non-cash activities:





Capital expenditures included in accounts payable and accrued expenses	$	—	$	1,208
Internal-use software included in accounts payable and accrued expenses	$	—	$	250

Supplemental disclosure of cash flow information:
Cash interest payments, net of amounts capitalized	$	2,799	$	1,206
Cash paid for income taxes, net of refunds	$	1,499	$	(71)

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

NOVAVAX, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

(unaudited)

Note 1 – Organization and Business

Novavax, Inc. (“Novavax,” and together with its wholly owned subsidiaries, the “Company”) is tackling global health challenges through scientific innovation that seeks to maximize its deep scientific expertise in vaccines and cutting-edge technology platform. The differentiated platform features the Company’s recombinant protein-based nanoparticle technology and its unique Matrix-M® adjuvant.

The Company’s corporate growth strategy seeks to optimize its existing partnerships and expand access to its proven technology platform via research and development (“R&D”) innovation, organic portfolio expansion in infectious disease and beyond, and forging new partnerships and collaborations. The Company’s three strategic priorities are: focusing on its partnership with Sanofi Pasteur Inc. ("Sanofi”) announced in May 2024, leveraging its technology platform and pipeline to forge additional partnerships, and advancing its proven technology platform and early-stage pipeline. The Company’s corporate growth strategy is supported by a lean and focused operating model.

Novavax’s prototype COVID-19 vaccine (“NVX-CoV2373,” or “prototype vaccine”), the Company’s XBB COVID-19 vaccine (“NVX-CoV2601”), and the Company’s Nuvaxovid™ JN.1 COVID-19 vaccine (“NVX-CoV2705” or “updated vaccine”) are collectively referred to as the Company’s “COVID-19 vaccine.” Local regulatory authorities have also specified nomenclature for the labeling of NVX-CoV2373, NVX-CoV2601 and NVX-CoV2705 within their territories (e.g., “Novavax COVID-19 Vaccine, Adjuvanted”, “Novavax COVID-19, Adjuvanted (2023-2024 or 2024-2025 Formula),” respectively, for the U.S., and “Nuvaxovid™” for ex-U.S. territories). The Company’s partner, Serum Institute of India Pvt. Ltd. (“SII”), markets Novavax’s COVID-19 vaccine as “Covovax™.”

Currently, the Company significantly depends on its supply agreement with SII and its subsidiary, Serum Life Sciences Limited (“SLS” and together with SII, “Serum”), for co-formulation, filling, and finishing.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, operating results, comprehensive income (loss), changes in stockholders’ deficit, and cash flows for the periods presented. Although the Company believes that the disclosures in these unaudited consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted under the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

The accompanying unaudited consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The aggregate foreign currency transaction losses resulting from the conversion of the transaction currency to functional currency were $12.6 million and $5.1 million for the three months ended March 31, 2025 and 2024, respectively, which are reflected in Other income (expense), net.

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Results for this or any interim period are not necessarily indicative of results for any future interim period or for the entire year. The Company operates in one business segment.

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 and cash flows.

The Company reclassified $7.5 million of revenue previously reported as License, royalties, and other revenue to Product sales revenue for the three months ended March 31, 2024 related to adjuvant supply sales and other supply sales. This presentation aligns with the Company’s enhanced focus on supply sales to partners.

Liquidity and Going Concern

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date that the financial statements are issued and contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainty described below.

As of March 31, 2025, the Company had $263.3 million in cash and cash equivalents, $468.1 million in marketable securities, and working capital of $445.9 million. During the three months ended March 31, 2025, the Company recognized net income of $518.6 million, and had net cash flows used in operating activities of $185.5 million.

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, the Company evaluated its ability to continue as a going concern within one year after the date that the accompanying unaudited consolidated financial statements are issued. Based on the Company’s current cash, cash equivalents and marketable securities balances and the Company's current cash flow forecast for the one-year going concern look forward period, the Company has concluded that it expects to have sufficient capital available to fund its operations for the one-year period from the date that these financial statements are issued.

Use of Estimates

The preparation of the accompanying unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

Restructuring

The Company recognizes restructuring charges when such costs are incurred. The Company’s restructuring charges consist of employee severance and other termination benefits related to the reduction of its workforce, the consolidation of facilities, and infrastructure and other costs. Termination benefits are expensed on the date the Company notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period. Ongoing benefits are expensed when restructuring activities are probable and the benefit is estimable.

See Note 16 for additional information on the severance and employee benefit costs for terminated employees and impairment of assets in connection with the Company’s Restructuring Plan as defined in Note 16.

Recent Accounting Pronouncements

Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The ASU includes enhanced disclosure requirements, which mandate transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) An Amendment of the FASB Accounting Standards Codification, Clarifying the Effective Date, which clarifies that public business entities are required to adopt the ASU 2024-03 guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement on the Company’s consolidated financial statements and disclosures.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC's

regulations. The effective date for each amendment in the ASU is the effective date that the SEC removes the disclosure requirement from its regulations. The Company is currently evaluating ASU 2023-06, however, as the ASU codifies SEC regulations, the Company does not anticipate that its implementation will have a material effect on the Company's consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard enhances transparency in income tax disclosures by requiring, on an annual basis, certain disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid. The ASU also requires disaggregated disclosure related to pre-tax income (or loss) and income tax expense (or benefit) and eliminates certain disclosures related to the balance of an entity’s unrecognized tax benefit and the cumulative amount of certain temporary differences. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. The Company is completing its evaluation of the impact of ASU 2023-09 on its disclosures.

Note 3 – Marketable Securities

Marketable securities were classified as available-for-sale as of March 31, 2025 and December 31, 2024, comprised of (in thousands):


	March 31, 2025			December 31, 2024
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Treasury securities		$	184,544	$	581	$	—	$	185,125	$	184,438	$	116	$	—	$	184,554
Corporate debt securities		282,968		48		—		283,016		208,410		—		(76)		208,334
Total marketable securities		$	467,512	$	629	$	—	$	468,141	$	392,848	$	116	$	(76)	$	392,888

As of March 31, 2

SEC Form 10-Q filed by Novavax Inc.