Novavax (NVAX) 10-Q 5 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Jul. 31, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	000-26770
Entity Registrant Name	NOVAVAX, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-2816046
Entity Address, Address Line One	21 Firstfield Road
Entity Address, City or Town	Gaithersburg
Entity Address, Country	MD
Entity Address, Postal Zip Code	20878
City Area Code	(240)
Local Phone Number	268-2000
Title of 12(b) Security	Common Stock, Par Value $0.01 per share
Trading Symbol	NVAX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		74,484,166
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001000694
Current Fiscal Year End Date	--12-31

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 2,074,880	$ 553,398
Marketable securities	0	157,649
Restricted cash	46,398	93,880
Accounts receivable	49,989	262,012
Unbilled services	21,374	0
Prepaid expenses and other current assets	162,351	181,264
Total current assets	2,354,992	1,248,203
Restricted cash	1,461	1,460
Property and equipment, net	213,186	179,954
Intangible assets, net	5,281	5,725
Goodwill	134,294	135,379
Other non-current assets	40,373	11,758
Total assets	2,749,587	1,582,479
Current liabilities:
Accounts payable	73,995	54,332
Accrued expenses	249,178	142,468
Deferred revenue	1,220,073	273,228
Current portion of finance lease liabilities	98,383	105,862
Other current liabilities	9,887	3,782
Total current liabilities	1,651,516	579,672
Convertible notes payable	322,746	322,035
Non-current finance lease liabilities	9,193	40,083
Other non-current liabilities	20,570	13,480
Total liabilities	2,004,025	955,270
Commitments and contingencies
Preferred stock, $0.01 par value, 2,000,000 shares authorized at June 30, 2021 and December 31, 2020; no shares issued and outstanding at June 30, 2021 and December 31, 2020	0	0
Stockholders' equity:
Common stock, $0.01 par value, 600,000,000 shares authorized at June 30, 2021 and December 31, 2020; and 74,672,351 shares issued and 74,248,279 shares outstanding at June 30, 2021 and 71,350,365 shares issued and 70,953,739 shares outstanding at December 31, 2020	747	714
Additional paid-in capital	3,237,085	2,535,476
Accumulated deficit	(2,449,235)	(1,874,199)
Treasury stock, 424,072 shares, cost basis at June 30, 2021 and 396,626 shares, cost basis at December 31, 2020	(47,205)	(41,806)
Accumulated other comprehensive income	4,170	7,024
Total stockholders’ equity	745,562	627,209
Total liabilities and stockholders’ equity	$ 2,749,587	$ 1,582,479

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in usd per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	2,000,000	2,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value per share (in usd per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	74,672,351	71,350,365
Common stock, shares outstanding (in shares)	74,248,279	70,953,739
Treasury stock, shares (in shares)	424,072	396,626

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Total revenue	$ 298,017	$ 35,538	$ 745,246	$ 38,915
Expenses:
Research and development	570,685	34,846	1,163,356	51,741
General and administrative	73,161	17,719	136,351	27,098
Total expenses	643,846	52,565	1,299,707	78,839
Loss from operations	(345,829)	(17,027)	(554,461)	(39,924)
Other income (expense):
Investment income	369	297	731	732
Interest expense	(5,968)	(3,403)	(10,807)	(6,806)
Other income (expense)	2,659	2,612	(3,934)	2,613
Net loss before income tax expense	(348,769)	(17,521)	(568,471)	(43,385)
Income tax expense	3,548	0	6,565	0
Net loss	$ (352,317)	$ (17,521)	$ (575,036)	$ (43,385)
Basic net loss per share (in usd per share)	$ (4.75)	$ (0.30)	$ (7.82)	$ (0.84)
Diluted net loss per share (in usd per share)	$ (4.75)	$ (0.30)	$ (7.82)	$ (0.84)
Basic weighted average number of common shares outstanding (in shares)	74,118,000	58,618,000	73,580,000	51,401,000
Diluted weighted average number of common shares outstanding (in shares)	74,118,000	58,618,000	73,580,000	51,401,000
Government contracts
Revenue:
Revenue	$ 240,534	$ 0	$ 623,238	$ 0
Grant and other
Revenue:
Total revenue	34,026	35,538	98,551	38,915
Royalties
Revenue:
Revenue	$ 23,457	$ 0	$ 23,457	$ 0

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (352,317)	$ (17,521)	$ (575,036)	$ (43,385)
Other comprehensive income (loss):
Net unrealized losses on marketable securities available-for-sale, net of reclassifications	0	176	(9)	44
Foreign currency translation adjustment	4,527	1,115	(2,845)	(731)
Other comprehensive loss	4,527	1,291	(2,854)	(687)
Comprehensive loss	$ (347,790)	$ (16,230)	$ (577,890)	$ (44,072)

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock	Other Comprehensive Income (Loss)
Balance beginning (in shares) at Dec. 31, 2019		32,399,352
Balance beginning at Dec. 31, 2019	$ (186,017)	$ 324	$ 1,260,551	$ (1,431,801)	$ (2,583)	$ (12,508)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred stock beneficial conversion feature	0		24,139	(24,139)
Non-cash stock-based compensation	11,897		11,897
Stock issued under incentive programs (in shares)		350,054
Stock issued under incentive programs	8,955	$ 3	9,007		(55)
Issuance of common stock, net of issuance costs (in shares)		28,513,226
Issuance of common stock, net of issuance costs	393,763	$ 285	393,478
Unrealized loss on marketable securities	44					44
Foreign currency translation adjustment	(731)					(731)
Net loss	(43,385)			(43,385)
Balance ending (in shares) at Jun. 30, 2020		61,262,632
Balance ending at Jun. 30, 2020	184,526	$ 612	1,699,072	(1,499,325)	(2,638)	(13,195)
Balance beginning (in shares) at Mar. 31, 2020		53,906,322
Balance beginning at Mar. 31, 2020	(23,971)	$ 539	1,450,279	(1,457,665)	(2,638)	(14,486)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred stock beneficial conversion feature	0		24,139	(24,139)
Non-cash stock-based compensation	7,932		7,932
Stock issued under incentive programs (in shares)		316,815
Stock issued under incentive programs	8,950	$ 3	8,947
Issuance of common stock, net of issuance costs (in shares)		7,039,495
Issuance of common stock, net of issuance costs	207,845	$ 70	207,775			0
Unrealized loss on marketable securities	176					176
Foreign currency translation adjustment	1,115					1,115
Net loss	(17,521)			(17,521)
Balance ending (in shares) at Jun. 30, 2020		61,262,632
Balance ending at Jun. 30, 2020	184,526	$ 612	1,699,072	(1,499,325)	(2,638)	(13,195)
Balance beginning (in shares) at Dec. 31, 2020		71,350,365
Balance beginning at Dec. 31, 2020	627,209	$ 714	2,535,476	(1,874,199)	(41,806)	7,024
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock-based compensation	106,183		106,183
Stock issued under incentive programs (in shares)		743,019
Stock issued under incentive programs	25,201	$ 7	30,593		(5,399)
Issuance of common stock, net of issuance costs (in shares)		2,578,967
Issuance of common stock, net of issuance costs	564,859	$ 26	564,833
Unrealized loss on marketable securities	(9)					(9)
Foreign currency translation adjustment	(2,845)					(2,845)
Net loss	(575,036)			(575,036)
Balance ending (in shares) at Jun. 30, 2021		74,672,351
Balance ending at Jun. 30, 2021	745,562	$ 747	3,237,085	(2,449,235)	(47,205)	4,170
Balance beginning (in shares) at Mar. 31, 2021		74,470,583
Balance beginning at Mar. 31, 2021	1,039,127	$ 745	3,180,114	(2,096,918)	(44,457)	(357)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-cash stock-based compensation	53,123		53,123
Stock issued under incentive programs (in shares)		201,768
Stock issued under incentive programs	1,102	$ 2	3,848		(2,748)
Foreign currency translation adjustment	4,527					4,527
Net loss	(352,317)			(352,317)
Balance ending (in shares) at Jun. 30, 2021		74,672,351
Balance ending at Jun. 30, 2021	$ 745,562	$ 747	$ 3,237,085	$ (2,449,235)	$ (47,205)	$ 4,170

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Stockholders' Equity [Abstract]
Issuance of common stock, issuance costs	$ 2,647	$ 7,292	$ 5,145

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating Activities:
Net loss	$ (575,036)	$ (43,385)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	4,727	1,905
Non-cash stock-based compensation	106,183	11,897
Right-of-use assets written off	12,707	0
Other	3,855	(1,081)
Changes in operating assets and liabilities:
Receivables, prepaid expenses and other assets	193,004	(61,079)
Accounts payable and accrued expenses	115,212	27,094
Deferred revenue	946,845	157,173
Net cash provided by operating activities	807,497	92,524
Investing Activities:
Capital expenditures	(28,932)	(3,884)
Acquisition of Novavax CZ, net of cash required	0	(164,204)
Purchases of marketable securities	(2,167)	(107,608)
Proceeds from maturities and sale of marketable securities	159,807	29,750
Net cash provided by (used in) investing activities	128,708	(245,946)
Financing Activities:
Net proceeds from sale of preferred stock	0	199,822
Net proceeds from sales of common stock	564,859	393,763
Net proceeds from the exercise of stock-based awards	26,903	8,955
Finance lease payments	(53,618)	0
Net cash provided by financing activities	538,144	602,540
Effect of exchange rate on cash, cash equivalents and restricted cash	(348)	276
Net increase in cash, cash equivalents and restricted cash	1,474,001	449,394
Cash, cash equivalents and restricted cash at beginning of period	648,738	82,180
Cash, cash equivalents and restricted cash at end of period	2,122,739	531,574
Supplemental disclosure of non-cash activities:
Right-of-use assets from new lease agreements	28,826	0
Capital expenditures included in accounts payable and accrued expenses	11,037	2,753
Supplemental disclosure of cash flow information:
Cash interest payments	10,046	6,094
Cash paid for income taxes	$ 3,017	$ 0

Organization

Organization	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Novavax, Inc. (“Novavax,” and together with its wholly owned subsidiaries, including Novavax AB and Novavax CZ, the “Company”) is a biotechnology company that promotes improved health globally 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 ™ adjuvant.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 consolidated balance sheet as of June 30, 2021, the consolidated statements of operations and the consolidated statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020, the consolidated statements of changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2021 and 2020 and the consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited, but include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, operating results, comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, respectively, 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 unaudited consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiaries, including Novavax AB and Novavax CZ. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements are presented in U.S. dollars. The functional currency of Novavax AB, which is located in Sweden, is the local currency (Swedish Krona), and the functional currency of Novavax CZ, which is located in the Czech Republic, is the local currency (Czech Koruna). The translation of assets and liabilities of these subsidiaries to U.S. dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of the statement of operations data is made at the average exchange rate in effect for the period. The translation of operating cash flow data is made at the average exchange rate in effect for the period, and investing and financing cash flow data is translated at the exchange rate in effect at the date of the underlying transaction. Translation gains and losses are recognized as a component of accumulated other comprehensive income in the accompanying unaudited consolidated balance sheets. Accumulated other comprehensive income included a foreign currency translation balance of $4.2 million and $7.0 million as of June 30, 2021 and December 31, 2020, respectively. 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, 2020. 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. Use of Estimates The preparation of the 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents 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 (in thousands): June 30, December 31, Cash $ 82,563 $ 122,312 Money market funds 238,028 96,116 Government-backed securities 57,250 44,250 Treasury securities 199,990 44,052 Corporate debt securities 1,386,056 246,668 Agency securities 110,993 — Cash and cash equivalents $ 2,074,880 $ 553,398 Cash equivalents are recorded at cost, which approximate fair value due to their short-term nature. Marketable Securities The Company invests in marketable securities that generally consist of debt securities with maturities greater than three months from the date of purchase that include commercial paper, government-backed securities, treasury securities, corporate notes and agency securities. Classification of marketable securities between current and non-current is dependent upon the maturity date at the balance sheet date taking into consideration the Company's ability and intent to hold the investment to maturity. Interest and dividend income are recorded when earned and included in investment income in the consolidated statements of operations. Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in investment income in the consolidated statements of operations. The specific identification method is used in computing realized gains and losses on the sale of the Company's securities. 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. Rather, it means that the prospects for a near-term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria, such as the magnitude and duration of the decline, as well as the Company's ability to hold the securities, including whether the Company will be required to sell a security prior to recovery of its amortized cost basis, the investment issuer's financial condition and business outlook to predict whether the loss in value is other-than-temporary. Realized gains and losses and declines in value determined to be other-than-temporary are recorded as other income (expense) in the consolidated statements of operations. Restricted Cash 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. The Company will utilize the CEPI and BMGF funds as it incurs expenses for services performed under these agreements. As of June 30, 2021, the restricted cash balances (both current and non-current) consisted of $1.2 million for payments received from BMGF, $45.2 million of payments under the CEPI funding agreements and $1.5 million of security deposits. 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. 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): June 30, December 31, Cash and cash equivalents $ 2,074,880 $ 553,398 Restricted cash current 46,398 93,880 Restricted cash non-current 1,461 1,460 Cash, cash equivalents and restricted cash $ 2,122,739 $ 648,738 Revenue Recognition The Company 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, as well as certain development and commercial milestone payments, and the license is deemed to be the predominant item to which the sales-based royalties or milestone payments relate. For arrangements that include a development or regulatory milestone payment, the Company evaluates whether the associated event is considered probable of achievement and estimates the amount to be included in the transaction price using the most likely amount method. Milestone payments that are not within the Company or licensee's control, such as those dependent upon receipt of regulatory approval, are not considered probable of achievement until the triggering event occurs. At the end of each reporting period, the Company reevaluates the probability of achievement of each milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis and affect revenue and results of operations in the period of adjustment. 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 to which the payments relate, the Company recognizes revenue on the satisfaction (or partial satisfaction) of its performance obligation to which some or all of the payment has been allocated, which is normally on the occurrence of the related sales. As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price for the variable consideration that represents a sales-based royalties under the licensing arrangements. Consideration for optional goods and/or services is excluded from the transaction price at contract inception. During the three and six months ended June 30, 2021, the Company recognized sales-based royalties of $23.5 million. Income Taxes 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. 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 more likely than not the related benefit will not be realized. The Company is currently subject to examination in all open tax years. During the three and six months ended June 30, 2021, the Company recognized $3.5 million and $6.6 million, respectively, of income tax expense related to foreign withholding tax on royalties. Net Loss per Share Net loss per share is computed using the weighted average number of shares of common stock outstanding. As of June 30, 2021 and 2020, the Company had outstanding stock options, stock appreciation rights (“SARs”) and unvested restricted stock units (“RSUs”) totaling 6,092,983 and 7,797,651, respectively. As of June 30, 2021, the Company’s Notes (see Note 7) 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. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board ("FASB") issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which will simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts in an entity’s own equity. Specifically, the new standard will remove the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. 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. 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.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following table represents the Company's fair value hierarchy for its financial assets and liabilities (in thousands): Fair Value at June 30, 2021 Fair Value at December 31, 2020 Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Money market funds(1) $ 238,028 $ — $ — $ 96,116 $ — $ — Government-backed securities(1) — 57,250 — — 44,250 — Treasury securities(2) — 199,990 — — 54,088 — Corporate debt securities(3) — 1,386,056 — — 373,681 — Agency securities(4) — 110,993 — — 20,600 — Total cash equivalents and marketable securities $ 238,028 $ 1,754,289 $ — $ 96,116 $ 492,619 $ — Liabilities Convertible notes payable $ — $ 580,405 $ — $ — $ 407,238 $ — (1) Classified as cash and cash equivalents as of June 30, 2021 and December 31, 2020, respectively, on the consolidated balance sheets. (2) Includes $199,990 and $44,052 classified as cash and cash equivalents as of June 30, 2021 and December 31, 2020, respectively, on the consolidated balance sheets. (3) Includes $1,386,056 and $246,668 classified as cash and cash equivalents as of June 30, 2021 and December 31, 2020, respectively, on the consolidated balance sheets. (4) Includes $110,993 classified as cash and cash equivalents as of June 30, 2021 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. Pricing of the Company's Notes (see Note 7) 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. During the six months ended June 30, 2021 and 2020, the Company did not have any transfers between levels .

Marketable Securities

Marketable Securities	6 Months Ended
	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Marketable Securities	Marketable Securities Marketable securities classified as available-for-sale as of June 30, 2021 and December 31, 2020 were comprised of (in thousands): June 30, 2021 December 31, 2020 Amortized Gross Gross Fair Value Amortized Gross Gross 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 marketable securities $ — $ — $ — $ — $ 157,640 $ 14 $ (5) $ 157,649 The primary objective of the Company's investment policy is the preservation of capital; thus, the Company's investment policy limits investments to certain types of instruments with high-grade credit ratings, places restrictions on maturities and concentrations in certain industries and requires the Company to maintain a certain level of liquidity. As of June 30, 2021, all of the Company's investments were in securities classified as cash and cash equivalents.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill The change in the carrying amounts of goodwill for the six months ended June 30, 2021 was as follows (in thousands): Amount Balance at December 31, 2020 $ 135,379 Currency translation adjustments (1,085) Balance at June 30, 2021 $ 134,294 Identifiable Intangible Assets Purchased intangible assets consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Gross Accumulated Intangible Gross Accumulated Intangible Finite-lived intangible assets: Proprietary adjuvant technology $ 8,741 $ (3,460) $ 5,281 $ 9,099 $ (3,374) $ 5,725 Collaboration agreements 3,947 (3,947) — 4,109 (4,109) — Total identifiable intangible assets $ 12,688 $ (7,407) $ 5,281 $ 13,208 $ (7,483) $ 5,725 Amortization expense for the six months ended June 30, 2021 and 2020 was $0.2 million and $0.3 million, respectively. Estimated amortization expense for existing intangible assets for the remainder of 2021 and for each of the five succeeding years ending December 31 will be as follows (in thousands): Year Amount 2021 (remainder) $ 219 2022 437 2023 437 2024 437 2025 437 2026 437

Leases

Leases	6 Months Ended
	Jun. 30, 2021
Leases [Abstract]
Leases	Leases During the second quarter of 2021, the Company evaluated the impact of changes in facts and circumstances on its Contract Manufacturing Organizations and Contract Development and Manufacturing Organizations agreements that had previously been determined to represent embedded lease arrangements. The Company concluded that the impact resulted in the modification of existing leases and, in accordance with its policy, the Company remeasured and reallocated the remaining consideration in the contracts and reassessed the lease classification as of the effective date of the modification. As a result, the Company recognized a Right-Of-Use ("ROU") asset and a corresponding long-term operating lease liability of $11.4 million on the remeasurement of one of its long-term supply agreements using an incremental borrowing rate of 6.5%. The Company expensed the ROU asset since it relates to research and development activities for the development of NVX-CoV2373 for which the Company does not have an alternative future use. Modifications to leases with a lease term of 12 months or less at the commencement date did not result in a change in lease classification and, in accordance with the Company's election to apply the practical expedient in ASC Topic 842, Leases (“ASC 842”), it did not recognize a ROU asset or lease liability but instead, lease payments are recognized as an expense on a straight-line basis over the modified lease term and variable lease payments that do not depend on an index or rate, are recognized as an expense in the period in which the variable lease costs are incurred based on performance or usage in accordance with contractual agreements. During the three and six months ended June 30, 2021, the Company recognized a short-term lease expense of $86.6 million and $214.2 million, respectively, related to its embedded leases, including a new lease that commenced during the first quarter of 2021. The Company did not recognize a short-term lease expense related to embedded leases during the three and six months ended June 30, 2020. During the three and six months ended June 30, 2021, the Company recognized $1.8 million and $4.0 of interest expenses, respectively, on its finance lease liabilities. The Company did not recognize any interest expense related to finance lease liabilities during the three and six months ended June 30, 2020.
Leases	Leases During the second quarter of 2021, the Company evaluated the impact of changes in facts and circumstances on its Contract Manufacturing Organizations and Contract Development and Manufacturing Organizations agreements that had previously been determined to represent embedded lease arrangements. The Company concluded that the impact resulted in the modification of existing leases and, in accordance with its policy, the Company remeasured and reallocated the remaining consideration in the contracts and reassessed the lease classification as of the effective date of the modification. As a result, the Company recognized a Right-Of-Use ("ROU") asset and a corresponding long-term operating lease liability of $11.4 million on the remeasurement of one of its long-term supply agreements using an incremental borrowing rate of 6.5%. The Company expensed the ROU asset since it relates to research and development activities for the development of NVX-CoV2373 for which the Company does not have an alternative future use. Modifications to leases with a lease term of 12 months or less at the commencement date did not result in a change in lease classification and, in accordance with the Company's election to apply the practical expedient in ASC Topic 842, Leases (“ASC 842”), it did not recognize a ROU asset or lease liability but instead, lease payments are recognized as an expense on a straight-line basis over the modified lease term and variable lease payments that do not depend on an index or rate, are recognized as an expense in the period in which the variable lease costs are incurred based on performance or usage in accordance with contractual agreements. During the three and six months ended June 30, 2021, the Company recognized a short-term lease expense of $86.6 million and $214.2 million, respectively, related to its embedded leases, including a new lease that commenced during the first quarter of 2021. The Company did not recognize a short-term lease expense related to embedded leases during the three and six months ended June 30, 2020. During the three and six months ended June 30, 2021, the Company recognized $1.8 million and $4.0 of interest expenses, respectively, on its finance lease liabilities. The Company did not recognize any interest expense related to finance lease liabilities during the three and six months ended June 30, 2020.

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2016
Debt Disclosure [Abstract]
Long-Term Debt	Long-Term Debt Convertible Notes The Company incurred approximately $10.0 million of debt issuance costs during the first quarter of 2016 relating to the issuance of $325 million aggregate principal amount of convertible senior unsecured notes that will mature on February 1, 2023 (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. Total convertible notes payable consisted of the following at (in thousands): June 30, December 31, Principal amount of Notes $ 325,000 $ 325,000 Unamortized debt issuance costs (2,254) (2,965) Total convertible notes payable $ 322,746 $ 322,035 The interest expense incurred in connection with the Notes consisted of the following (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Coupon interest at 3.75% $ 3,047 $ 3,047 $ 6,094 $ 6,094 Amortization of debt issuance costs 356 356 712 712 Total interest expense on Notes $ 3,403 $ 3,403 $ 6,806 $ 6,806

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	6 Months Ended
	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Stockholders' Equity (Deficit)	Stockholders' EquityDuring the six months ended June 30, 2021 and 2020, the Company sold 2.6 million and 28.5 million, respectively, of shares of its common stock resulting in net proceeds of approximately $565 million and $392 million, respectively, under its various At Market Issuance Sales agreements. 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 June 30, 2021, no shares had been sold under the June 2021 Sales Agreement

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Equity Plans 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 12.4 million shares of common stock under equity awards granted under the 2015 Plan, including 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. The 2015 Plan will expire on March 4, 2025. The Amended and Restated 2005 Stock Incentive Plan (“2005 Plan”) expired in February 2015 and no new awards may be made under such plan, although awards will continue to be outstanding in accordance with their terms. The 2015 Plan permits and the 2005 Plan permitted the grant of stock options (including incentive stock options), restricted stock, stock appreciation rights and restricted stock units. In addition, under the 2015 Plan, unrestricted stock, stock units and performance awards may be granted. Stock options and stock appreciation rights generally have a maximum term of ten years and may be or were granted with an exercise price that is no less than 100% of the fair market value of the Company's common stock at the time of grant. Grants of stock options are generally subject to vesting over periods ranging from one Stock Options and Stock Appreciation Rights The following is a summary of stock options and SARs activity under the 2015 Plan and 2005 Plan for the six months ended June 30, 2021: 2015 Plan 2005 Plan Stock Weighted-Average Stock Weighted-Average Outstanding at January 1, 2021 5,420,463 $ 38.05 214,186 $ 88.11 Granted 47,458 $ 148.49 — $ — Exercised (598,441) $ 44.14 (35,401) $ 106.49 Canceled (50,881) $ 121.33 — $ — Outstanding at June 30, 2021 4,818,599 $ 37.50 178,785 $ 84.47 Shares exercisable at June 30, 2021 692,187 $ 70.17 178,785 $ 84.47 Shares available for grant at June 30, 2021 2,360,263 The fair value of stock options granted under the 2015 Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended Six Months Ended 2021 2020 2021 2020 Weighted average Black-Scholes fair value of stock options granted $166.66 $77.41 $131.66 $76.99 Risk-free interest rate 0.6%-1.1% 0.3%-0.6% 0.5%-1.1% 0.3%-1.5% Dividend yield —% —% —% —% Volatility 126.2%-142.0% 116.0%-151.5% 124.7%-142.0% 116.0%-151.5% Expected term (in years) 4.1-6.1 3.9-7.6 4.1-6.1 3.9-7.6 The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs outstanding under the 2015 Plan and 2005 Plan as of June 30, 2021 was approximately $865 million and 8.1 years, respectively. The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs exercisable under the 2015 Plan and 2005 Plan as of June 30, 2021 was approximately $121 million and 5.5 years, respectively. 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 SARs) that would have been received by the holders had all stock option and SAR holders exercised their stock options and stock appreciation rights on June 30, 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 vesting of restricted stock awards for the six months ended June 30, 2021 and 2020 was approximately $115 million and $8 million, respectively. 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 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). As of June 30, 2021, there were 212,876 shares available for issuance under the ESPP. The ESPP is considered compensatory for financial reporting purposes. 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: Three Months Ended Six Months Ended 2021 2020 2021 2020 Range of Black-Scholes fair values of ESPP shares granted $128.70-$238.85 $2.87-$21.80 $128.70-$238.85 $2.57-$35.00 Risk-free interest rate 0.1% 1.5%-2.6% 0.1% 1.5%-2.6% Dividend yield —% —% —% —% Volatility 120.4%-159.4% 66.6%-150.9% 120.4%-159.4% 66.6%-154.4% Expected term (in years) 0.5-2.0 0.5-2.0 0.5-2.0 0.5-2.0 Restricted Stock Units The following is a summary of restricted stock units activity for the six months ended June 30, 2021: Number of Per Share Outstanding and Unvested at January 1, 2020 1,044,980 $ 72.59 Restricted stock units granted 134,099 $ 178.71 Restricted stock units vested (66,457) $ 79.20 Restricted stock units forfeited (17,023) $ 128.59 Outstanding and Unvested at June 30, 2021 1,095,599 $ 84.30 The Company recorded all stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development $ 24,779 $ 4,098 $ 48,569 $ 6,005 General and administrative 28,344 3,834 57,614 5,892 Total stock-based compensation expense $ 53,123 $ 7,932 $ 106,183 $ 11,897 As of June 30, 2021, there was approximately $230 million of total unrecognized compensation expense related to unvested stock options, SARs, restricted stock units and the ESPP. The increase in unrecognized compensation expense is primarily due to the significant increase in the Company's common stock price starting in 2020. This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of one year, 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.

Contingencies

Contingencies	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Contingencies	ContingenciesIn February 2021, a Novavax stockholder filed a derivative complaint against certain members of the Company's board of directors and certain members of senior management in the Delaware Court of Chancery with Novavax as a nominal defendant. The plaintiff challenges two sets of 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 certain board members or members of senior management allegedly possessed undisclosed positive material information concerning the Company. The complaint asserts claims for breach of fiduciary duty, waste, and unjust enrichment. The plaintiff seeks an award of damages to the Company, an order rescinding the April 2020 and June 2020 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. Should the plaintiff elect to move forward with his claims, the defendants intend to move for summary judgment on ratification grounds while continuing to pursue dismissal. As such, the Company is not expecting any material estimable financial impact of the plaintiff's claim.

Revenue

Revenue	6 Months Ended
	Jun. 30, 2021
U.S. Government Agreements, Grants and Licenses
Revenue	Revenue During the three and six months ended June 30, 2021 and 2020, the Company performed research and development under government contracts and grant, license and clinical development agreements. The Company's revenue primarily consisted of funding under U.S. government contracts and the Company's funding arrangement with CEPI to advance the clinical development and manufacturing of NVX-CoV2373. The Company recorded revenue as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Government contracts OWS $ 239,493 $ — $ 603,053 $ — DoD 1,041 311 20,185 311 Grants and other CEPI 31,955 34,246 93,516 36,504 BMGF — 159 2,628 414 Other 2,071 822 2,407 1,686 Royalties 23,457 — 23,457 — Total $ 298,017 $ 35,538 $ 745,246 $ 38,915 Government Contracts and Grants The Company’s U.S. government contracts comprise an agreement with Advanced Technology International (“ATI”), the Consortium Management Firm acting on behalf of the Medical CBRN Defense Consortium in connection with the partnership formerly known as Operation Warp Speed (“OWS”) and a contract with the U.S. Department of Defense (the “DoD”). As of June 30, 2021, the Company's OWS agreement was fully funded up to $1.75 billion to support 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. government. The U.S. government has recently instructed the Company to prioritize alignment with the U.S. Food and Drug Administration 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. The U.S. 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. The Company’s revenue from CEPI comprises grant and forgivable loan funding. The latter is repayable if the proceeds from the sales of NVX-CoV2373 to one or more third parties cover the Company’s costs of manufacturing the vaccine, not including manufacturing costs funded by CEPI. Collaboration and License Agreements 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 government of Korea. 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 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 expanded its capacity to manufacture the antigen component of NVX-CoV2373 for use in the final drug product globally, including product distributed by the COVAX Facility. SK bioscience will also purchase a certain quantity of NVX-CoV2373 directly from the Company, subject to approval by relevant regulatory authority, and sufficient doses of Matrix-M ™ adjuvant to manufacture the remainder of the 40 million doses of NVX-CoV2373 it expects to sell to the Korean government. SK bioscience will pay the Company a tiered royalty in the low to middle double-digit range on the sale of NVX-CoV2373. The Company recognized royalties of $23.5 million during the three and six months ended June 30, 2021 related to SK bioscience's sale of the antigen component of NVX-CoV2373 to the Korean government. In May 2021, the Company entered a non-binding Memorandum of Understanding ("MOU") 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. Under the MOU, the Company agreed 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. In February 2021, the Company finalized a collaboration agreement previously announced in August 2020, with Takeda Pharmaceutical Company Limited (“Takeda”) for the exclusive development, manufacturing and commercialization of NVX-CoV2373 in Japan. Under the agreement, the Company will transfer technology and supply the Matrix-M ™ adjuvant to Takeda, which will manufacture the antigen component of NVX-CoV2373. 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 Company will be entitled to receive royalties based on the achievement of certain development and commercial milestones, as well as on a portion of net profits from the sale of the vaccine. Vaccine Supply Agreements During the six months ended June 30, 2021, the Company entered into various Advanced Purchase Agreements ("APAs"), including an agreement with Her Majesty the Queen in Right of Canada as represented by the Minister of Public Works and Government Services to supply 52 million doses of NVX-CoV2373. The Company will submit an application for regulatory approval in Canada following its first submission for regulatory approval in another priority market and the Canada authority will provide reasonable assistance to the Company with obtaining such regulatory approval. As part of the agreement, Canada will have the option to purchase up to an additional 24 million doses of NVX-CoV2373. In February 2021, the Company reached a MOU with the Canadian government to produce NVX-CoV2373 in Canada. The Company plans to produce NVX-CoV2373 at the National Research Council’s Biologics Manufacturing Centre in Montreal once both the vaccine candidate and the facility receive Health Canada approvals. In May 2021, the Company finalized an APA with Gavi, the Vaccine Alliance ("Gavi") building upon its MOU previously announced in February 2021. Under the terms of the agreement, 1.1 billion doses of NVX-CoV2373 are to be made available to countries participating in the COVAX Facility, which was established to allocate and distribute vaccines equitably to participating countries and economies. 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, Serum Institute of India Private Limited ("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. 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. Together with SIIPL, the Company expects to initiate delivery of doses following receipt of appropriate regulatory authorizations. Under the agreement, the Company received an upfront payment from Gavi of $350 million during the second quarter of 2021 and expects to receive an additional payment of $350 million if the Company secures emergency use listing for NVX-CoV2373 by the World Health Organization ("WHO"). During the six months ended June 30, 2021, changes in the Company's accounts receivables, unbilled services and deferred revenue balances were as follows (in thousands): December 31, 2020 Additions Deductions June 30, 2021 Accounts receivable $ 262,012 $ 1,309,924 $ (1,521,947) $ 49,989 Unbilled services — 499,239 (477,865) 21,374 Deferred revenue 273,228 1,192,483 (245,638) 1,220,073 As of June 30, 2021, the deferred revenue of $1.2 billion primarily comprised of approximately $1.1 billion related to upfront payments under APAs.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In August 2021, the Company announced that it finalized the terms of an APA with the European Commission, which the parties expect to execute during the third quarter of 2021, for the purchase of up to 100 million initial doses of NVX-CoV2373, with the option of the European Commission to purchase an additional 100 million doses through 2023. In August 2021, the Company filed regulatory submissions in partnership with SIIPL for emergency use authorization in multiple markets. Regulatory submissions were filed with the Drugs Controller General of India, as well as regulatory agencies in Indonesia and the Philippines. In addition to these filings, the Company expects to file a submission to the WHO for emergency use listing in August of 2021.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	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 consolidated balance sheet as of June 30, 2021, the consolidated statements of operations and the consolidated statements of comprehensive loss for the three and six months ended June 30, 2021 and 2020, the consolidated statements of changes in stockholders’ equity (deficit) for the three and six months ended June 30, 2021 and 2020 and the consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited, but include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, operating results, comprehensive loss, changes in stockholders’ equity (deficit) and cash flows, respectively, 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 unaudited consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiaries, including Novavax AB and Novavax CZ. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements are presented in U.S. dollars. The functional currency of Novavax AB, which is located in Sweden, is the local currency (Swedish Krona), and the functional currency of Novavax CZ, which is located in the Czech Republic, is the local currency (Czech Koruna). The translation of assets and liabilities of these subsidiaries to U.S. dollars is made at the exchange rate in effect at the consolidated balance sheet date, while equity accounts are translated at historical rates. The translation of the statement of operations data is made at the average exchange rate in effect for the period. The translation of operating cash flow data is made at the average exchange rate in effect for the period, and investing and financing cash flow data is translated at the exchange rate in effect at the date of the underlying transaction. Translation gains and losses are recognized as a component of accumulated other comprehensive income in the accompanying unaudited consolidated balance sheets. Accumulated other comprehensive income included a foreign currency translation balance of $4.2 million and $7.0 million as of June 30, 2021 and December 31, 2020, respectively. 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, 2020. 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.
Use of Estimates	Use of Estimates The preparation of the 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Cash and Cash Equivalents	Cash equivalents are recorded at cost, which approximate fair value due to their short-term nature.
Marketable Securities	Marketable Securities The Company invests in marketable securities that generally consist of debt securities with maturities greater than three months from the date of purchase that include commercial paper, government-backed securities, treasury securities, corporate notes and agency securities. Classification of marketable securities between current and non-current is dependent upon the maturity date at the balance sheet date taking into consideration the Company's ability and intent to hold the investment to maturity. Interest and dividend income are recorded when earned and included in investment income in the consolidated statements of operations. Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in investment income in the consolidated statements of operations. The specific identification method is used in computing realized gains and losses on the sale of the Company's securities.
Revenue Recognition	Revenue Recognition The Company 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, as well as certain development and commercial milestone payments, and the license is deemed to be the predominant item to which the sales-based royalties or milestone payments relate. For
Restricted Cash	Restricted Cash 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. The Company will utilize the CEPI and BMGF funds as it incurs expenses for services performed under these agreements.
Income Taxes	Income Taxes 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. 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 more likely than not the related benefit will not be realized. The Company is currently subject to examination in all open tax years.
Net Loss per Share	Net Loss per Share Net loss per share is computed using the weighted average number of shares of common stock outstanding. As of June 30, 2021 and 2020, the Company had outstanding stock options, stock appreciation rights (“SARs”) and unvested restricted stock units (“RSUs”) totaling 6,092,983 and 7,797,651, respectively. As of June 30, 2021, the Company’s Notes (see Note 7) 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board ("FASB") issued 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which will simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including certain convertible instruments and contracts in an entity’s own equity. Specifically, the new standard will remove the separation models required for convertible debt with cash conversion features and convertible instruments with beneficial conversion features. 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. 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2021
Accounting Policies [Abstract]
Schedule of cash and cash equivalents	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 (in thousands): June 30, December 31, Cash $ 82,563 $ 122,312 Money market funds 238,028 96,116 Government-backed securities 57,250 44,250 Treasury securities 199,990 44,052 Corporate debt securities 1,386,056 246,668 Agency securities 110,993 — Cash and cash equivalents $ 2,074,880 $ 553,398
Schedule of reconciliation of cash, cash equivalents and restricted cash	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): June 30, December 31, Cash and cash equivalents $ 2,074,880 $ 553,398 Restricted cash current 46,398 93,880 Restricted cash non-current 1,461 1,460 Cash, cash equivalents and restricted cash $ 2,122,739 $ 648,738

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Schedule of fair value hierarchy	The following table represents the Company's fair value hierarchy for its financial assets and liabilities (in thousands): Fair Value at June 30, 2021 Fair Value at December 31, 2020 Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Money market funds(1) $ 238,028 $ — $ — $ 96,116 $ — $ — Government-backed securities(1) — 57,250 — — 44,250 — Treasury securities(2) — 199,990 — — 54,088 — Corporate debt securities(3) — 1,386,056 — — 373,681 — Agency securities(4) — 110,993 — — 20,600 — Total cash equivalents and marketable securities $ 238,028 $ 1,754,289 $ — $ 96,116 $ 492,619 $ — Liabilities Convertible notes payable $ — $ 580,405 $ — $ — $ 407,238 $ — (1) Classified as cash and cash equivalents as of June 30, 2021 and December 31, 2020, respectively, on the consolidated balance sheets. (2) Includes $199,990 and $44,052 classified as cash and cash equivalents as of June 30, 2021 and December 31, 2020, respectively, on the consolidated balance sheets. (3) Includes $1,386,056 and $246,668 classified as cash and cash equivalents as of June 30, 2021 and December 31, 2020, respectively, on the consolidated balance sheets. (4) Includes $110,993 classified as cash and cash equivalents as of June 30, 2021 on the consolidated balance sheets.

Marketable Securities (Tables)

Marketable Securities (Tables)	6 Months Ended
	Jun. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Schedule of investments classified as available-for-sale	Marketable securities classified as available-for-sale as of June 30, 2021 and December 31, 2020 were comprised of (in thousands): June 30, 2021 December 31, 2020 Amortized Gross Gross Fair Value Amortized Gross Gross 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 marketable securities $ — $ — $ — $ — $ 157,640 $ 14 $ (5) $ 157,649

Goodwill and Other Intangible_2

Goodwill and Other Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of goodwill	The change in the carrying amounts of goodwill for the six months ended June 30, 2021 was as follows (in thousands): Amount Balance at December 31, 2020 $ 135,379 Currency translation adjustments (1,085) Balance at June 30, 2021 $ 134,294
Schedule of identifiable intangible assets	Purchased intangible assets consisted of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Gross Accumulated Intangible Gross Accumulated Intangible Finite-lived intangible assets: Proprietary adjuvant technology $ 8,741 $ (3,460) $ 5,281 $ 9,099 $ (3,374) $ 5,725 Collaboration agreements 3,947 (3,947) — 4,109 (4,109) — Total identifiable intangible assets $ 12,688 $ (7,407) $ 5,281 $ 13,208 $ (7,483) $ 5,725
Schedule of estimated amortization expense	Estimated amortization expense for existing intangible assets for the remainder of 2021 and for each of the five succeeding years ending December 31 will be as follows (in thousands): Year Amount 2021 (remainder) $ 219 2022 437 2023 437 2024 437 2025 437 2026 437

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
Schedule of convertible notes payable	Total convertible notes payable consisted of the following at (in thousands): June 30, December 31, Principal amount of Notes $ 325,000 $ 325,000 Unamortized debt issuance costs (2,254) (2,965) Total convertible notes payable $ 322,746 $ 322,035
Schedule of interest expense	The interest expense incurred in connection with the Notes consisted of the following (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Coupon interest at 3.75% $ 3,047 $ 3,047 $ 6,094 $ 6,094 Amortization of debt issuance costs 356 356 712 712 Total interest expense on Notes $ 3,403 $ 3,403 $ 6,806 $ 6,806

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2021
Stock-Based Compensation
Schedule of summary of option activity	The following is a summary of stock options and SARs activity under the 2015 Plan and 2005 Plan for the six months ended June 30, 2021: 2015 Plan 2005 Plan Stock Weighted-Average Stock Weighted-Average Outstanding at January 1, 2021 5,420,463 $ 38.05 214,186 $ 88.11 Granted 47,458 $ 148.49 — $ — Exercised (598,441) $ 44.14 (35,401) $ 106.49 Canceled (50,881) $ 121.33 — $ — Outstanding at June 30, 2021 4,818,599 $ 37.50 178,785 $ 84.47 Shares exercisable at June 30, 2021 692,187 $ 70.17 178,785 $ 84.47 Shares available for grant at June 30, 2021 2,360,263
Schedule of stock unit activity	The following is a summary of restricted stock units activity for the six months ended June 30, 2021: Number of Per Share Outstanding and Unvested at January 1, 2020 1,044,980 $ 72.59 Restricted stock units granted 134,099 $ 178.71 Restricted stock units vested (66,457) $ 79.20 Restricted stock units forfeited (17,023) $ 128.59 Outstanding and Unvested at June 30, 2021 1,095,599 $ 84.30
Schedule of stock-based compensation expense	The Company recorded all stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Research and development $ 24,779 $ 4,098 $ 48,569 $ 6,005 General and administrative 28,344 3,834 57,614 5,892 Total stock-based compensation expense $ 53,123 $ 7,932 $ 106,183 $ 11,897
ESPP
Stock-Based Compensation
Schedule of assumptions used to estimate grant date fair value of stock options and stock appreciation rights granted using black-scholes option-pricing model	The ESPP is considered compensatory for financial reporting purposes. 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: Three Months Ended Six Months Ended 2021 2020 2021 2020 Range of Black-Scholes fair values of ESPP shares granted $128.70-$238.85 $2.87-$21.80 $128.70-$238.85 $2.57-$35.00 Risk-free interest rate 0.1% 1.5%-2.6% 0.1% 1.5%-2.6% Dividend yield —% —% —% —% Volatility 120.4%-159.4% 66.6%-150.9% 120.4%-159.4% 66.6%-154.4% Expected term (in years) 0.5-2.0 0.5-2.0 0.5-2.0 0.5-2.0
Stock options
Stock-Based Compensation
Schedule of assumptions used to estimate grant date fair value of stock options and stock appreciation rights granted using black-scholes option-pricing model	The fair value of stock options granted under the 2015 Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: Three Months Ended Six Months Ended 2021 2020 2021 2020 Weighted average Black-Scholes fair value of stock options granted $166.66 $77.41 $131.66 $76.99 Risk-free interest rate 0.6%-1.1% 0.3%-0.6% 0.5%-1.1% 0.3%-1.5% Dividend yield —% —% —% —% Volatility 126.2%-142.0% 116.0%-151.5% 124.7%-142.0% 116.0%-151.5% Expected term (in years) 4.1-6.1 3.9-7.6 4.1-6.1 3.9-7.6

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2021
U.S. Government Agreements, Grants and Licenses
Schedule of Revenue by Major Customers by Reporting Segments	The Company recorded revenue as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Government contracts OWS $ 239,493 $ — $ 603,053 $ — DoD 1,041 311 20,185 311 Grants and other CEPI 31,955 34,246 93,516 36,504 BMGF — 159 2,628 414 Other 2,071 822 2,407 1,686 Royalties 23,457 — 23,457 — Total $ 298,017 $ 35,538 $ 745,246 $ 38,915 Government Contracts and Grants The Company’s U.S. government contracts comprise an agreement with Advanced Technology International (“ATI”), the Consortium Management Firm acting on behalf of the Medical CBRN Defense Consortium in connection with the partnership formerly known as Operation Warp Speed (“OWS”) and a contract with the U.S. Department of Defense (the “DoD”). As of June 30, 2021, the Company's OWS agreement was fully funded up to $1.75 billion to support 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. government. The U.S. government has recently instructed the Company to prioritize alignment with the U.S. Food and Drug Administration 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. The U.S. 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. The Company’s revenue from CEPI comprises grant and forgivable loan funding. The latter is repayable if the proceeds from the sales of NVX-CoV2373 to one or more third parties cover the Company’s costs of manufacturing the vaccine, not including manufacturing costs funded by CEPI.
Schedule of Increase (Decrease) In Accounts Receivable, Unbilled Services, and Deferred Revenue	During the six months ended June 30, 2021, changes in the Company's accounts receivables, unbilled services and deferred revenue balances were as follows (in thousands): December 31, 2020 Additions Deductions June 30, 2021 Accounts receivable $ 262,012 $ 1,309,924 $ (1,521,947) $ 49,989 Unbilled services — 499,239 (477,865) 21,374 Deferred revenue 273,228 1,192,483 (245,638) 1,220,073

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Basis of Presentation (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021USD ($)segment	Dec. 31, 2020USD ($)
Accounting Policies [Abstract]
Foreign currency translation adjustment | $	$ 4.2	$ 7
Number of business segments | segment	1

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents
Cash and cash equivalents	$ 2,074,880	$ 553,398
Cash
Cash and Cash Equivalents
Cash and cash equivalents	82,563	122,312
Money market funds
Cash and Cash Equivalents
Cash and cash equivalents	238,028	96,116
Government-backed securities
Cash and Cash Equivalents
Cash and cash equivalents	57,250	44,250
Treasury securities
Cash and Cash Equivalents
Cash and cash equivalents	199,990	44,052
Corporate debt securities
Cash and Cash Equivalents
Cash and cash equivalents	1,386,056	246,668
Agency securities
Cash and Cash Equivalents
Cash and cash equivalents	$ 110,993	$ 0

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Royalties
Revenue Recognition
Revenue	$ 23,457	$ 0	$ 23,457	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Restricted Cash
Security deposit	$ 1,500	$ 1,500
Cash, Cash equivalents and restricted cash
Cash and cash equivalents	2,074,880	553,398
Restricted cash current	46,398	93,880
Restricted cash non-current	1,461	1,460
Cash, cash equivalents and restricted cash	2,122,739	648,738	$ 531,574	$ 82,180
CEPI
Restricted Cash
Restricted cash, current and non current	45,200	92,400
BMGF
Restricted Cash
Restricted cash, current and non current	$ 1,200	$ 1,500

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Accounting Policies [Abstract]
Foreign income tax expense (benefit)	$ 3.5	$ 6.6

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Net Loss per Share (Details) - $ / shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Stock appreciation rights
Net loss per share:
Antidilutive securities excluded (in shares)	6,092,983	7,797,651
Convertible Debt Securities
Net loss per share:
Converted (in shares)	2,385,800
Conversion price (in usd per share)	$ 136.20

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Cash and Cash Equivalents
Cash and cash equivalents	$ 2,074,880	$ 553,398
Treasury securities
Cash and Cash Equivalents
Cash and cash equivalents	199,990	44,052
Corporate debt securities
Cash and Cash Equivalents
Cash and cash equivalents	1,386,056	246,668
Agency securities
Cash and Cash Equivalents
Cash and cash equivalents	110,993
Level 1
Assets
Total cash equivalents and marketable securities	238,028	96,116
Liabilities
Convertible notes payable	0	0
Level 1 | Money market funds
Assets
Total cash equivalents and marketable securities	238,028	96,116
Level 1 | Government-backed securities
Assets
Total cash equivalents and marketable securities	0	0
Level 1 | Treasury securities
Assets
Total cash equivalents and marketable securities	0	0
Level 1 | Corporate debt securities
Assets
Total cash equivalents and marketable securities	0	0
Level 1 | Agency securities
Assets
Total cash equivalents and marketable securities	0	0
Level 2
Assets
Total cash equivalents and marketable securities	1,754,289	492,619
Liabilities
Convertible notes payable	580,405	407,238
Level 2 | Money market funds
Assets
Total cash equivalents and marketable securities	0	0
Level 2 | Government-backed securities
Assets
Total cash equivalents and marketable securities	57,250	44,250
Level 2 | Treasury securities
Assets
Total cash equivalents and marketable securities	199,990	54,088
Level 2 | Corporate debt securities
Assets
Total cash equivalents and marketable securities	1,386,056	373,681
Level 2 | Agency securities
Assets
Total cash equivalents and marketable securities	110,993	20,600
Level 3
Assets
Total cash equivalents and marketable securities	0	0
Liabilities
Convertible notes payable	0	0
Level 3 | Money market funds
Assets
Total cash equivalents and marketable securities	0	0
Level 3 | Government-backed securities
Assets
Total cash equivalents and marketable securities	0	0
Level 3 | Treasury securities
Assets
Total cash equivalents and marketable securities	0	0
Level 3 | Corporate debt securities
Assets
Total cash equivalents and marketable securities	0	0
Level 3 | Agency securities
Assets
Total cash equivalents and marketable securities	$ 0	$ 0

Marketable Securities (Details)

Marketable Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Marketable Securities
Amortized Cost​	$ 0	$ 157,640
Gross Unrealized Gains	0	14
Gross Unrealized Losses	0	(5)
Fair Value​	0	157,649
Treasury securities
Marketable Securities
Amortized Cost​	0	10,038
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	(2)
Fair Value​	0	10,036
Corporate debt securities
Marketable Securities
Amortized Cost​	0	127,003
Gross Unrealized Gains	0	13
Gross Unrealized Losses	0	(3)
Fair Value​	0	127,013
Agency securities
Marketable Securities
Amortized Cost​	0	20,599
Gross Unrealized Gains	0	1
Gross Unrealized Losses	0	0
Fair Value​	$ 0	$ 20,600

Goodwill and Other Intangible_3

Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 135,379
Currency translation adjustments	(1,085)
Ending balance	$ 134,294

Goodwill and Other Intangible_4

Goodwill and Other Intangible Assets - Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Intangible assets:
Amortization expense	$ 200	$ 300
Finite-lived intangible assets:
Gross Carrying Amount	12,688		$ 13,208
Accumulated  Amortization	(7,407)		(7,483)
Intangible Assets, Net	5,281		5,725
Proprietary adjuvant technology
Finite-lived intangible assets:
Gross Carrying Amount	8,741		9,099
Accumulated  Amortization	(3,460)		(3,374)
Intangible Assets, Net	5,281		5,725
Collaboration agreements
Finite-lived intangible assets:
Gross Carrying Amount	3,947		4,109
Accumulated  Amortization	(3,947)		(4,109)
Intangible Assets, Net	$ 0		$ 0

Goodwill and Other Intangible_5

Goodwill and Other Intangible Assets - Identifiable Intangible Assets, estimated amortization (Details) $ in Thousands	Jun. 30, 2021USD ($)
Amortization expense, fiscal year maturity
2021 (remainder)	$ 219
2022	437
2023	437
2024	437
2025	437
2026	$ 437

Leases (Details)

Leases (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2021
Leases [Abstract]
Right of use assets and lease liabilities obtained, operating lease	$ 11.4
Long-term supply agreement, incremental borrowing rate	6.50%		6.50%
Short-term lease expense	$ 86.6	$ 0	$ 214.2	$ 0
Interest expense	$ 1.8	$ 0	$ 4	$ 0
Term	5 years		5 years		2 years
Increase in right of use assets and lease liabilities obtained, operating lease	$ 7.2

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2016
Debt Disclosure [Abstract]
Debt issuance Costs	$ 10,000
Face amount		$ 325,000	$ 325,000	$ 325,000
Deferred issuance costs				$ 10,000
Term	7 years

Long-Term Debt - Notes Payable

Long-Term Debt - Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2016
Debt Disclosure [Abstract]
Principal amount of Notes	$ 325,000	$ 325,000	$ 325,000
Unamortized debt issuance costs	(2,254)	(2,965)
Total convertible notes payable	$ 322,746	$ 322,035

Long-Term Debt - Interest Expen

Long-Term Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Disclosure [Abstract]
Coupon interest at 3.75%	$ 3,047	$ 3,047	$ 6,094	$ 6,094
Amortization of debt issuance costs	356	356	712	712
Total interest expense on Notes	$ 3,403	$ 3,403	$ 6,806	$ 6,806
Coupon interest rate	3.75%		3.75%

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Stockholders' Equity
Proceeds from shares sold, net		$ 207,845	$ 564,859	$ 393,763
Common Stock
Stockholders' Equity
Issued (in shares)		7,039,495	2,578,967	28,513,226
Proceeds from shares sold, net		$ 70	$ 26	$ 285
At Market Issuance Sales Agreements | Common Stock
Stockholders' Equity
Issued (in shares)			2,600,000	28,500,000
Proceeds from shares sold, net			$ 565,000	$ 392,000
June 2021 Sales Agreement | Common Stock
Stockholders' Equity
Issued (in shares)	0
Proceeds from shares sold, net	$ 500,000

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Options (Details) - 2015 Plan - shares	1 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2021
Stock-Based Compensation
Authorized (in shares)		12,400,000
Additional shares authorized (in shares)		1,500,000
Term (in years)	ten years
Minimum grant price, percent of common stock fair value	100.00%
Minimum
Stock-Based Compensation
Vesting period	1 year
Maximum
Stock-Based Compensation
Vesting period	4 years

Stock-Based Compensation - St_2

Stock-Based Compensation - Stock Options and Appreciation Rights (Details)	6 Months Ended
	Jun. 30, 2021$ / sharesshares
2015 Plan
Stock Options and SARs
Outstanding, beginning balance (in shares)	5,420,463
Granted (in shares)	47,458
Exercised (in shares)	(598,441)
Canceled (in shares)	(50,881)
Outstanding, ending balance (in shares)	4,818,599
Shares exercisable (in shares)	692,187
Shares available for grant (in shares)	2,360,263
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share) | $ / shares	$ 38.05
Granted (in dollars per share) | $ / shares	148.49
Exercised (in dollars per share) | $ / shares	44.14
Canceled (in dollars per share) | $ / shares	121.33
Outstanding, ending balance (in dollars per share) | $ / shares	37.50
Shares exercisable (in dollars per share) | $ / shares	$ 70.17
2005 Plan
Stock Options and SARs
Outstanding, beginning balance (in shares)	214,186
Granted (in shares)	0
Exercised (in shares)	(35,401)
Canceled (in shares)	0
Outstanding, ending balance (in shares)	178,785
Shares exercisable (in shares)	178,785
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share) | $ / shares	$ 88.11
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	106.49
Canceled (in dollars per share) | $ / shares	0
Outstanding, ending balance (in dollars per share) | $ / shares	84.47
Shares exercisable (in dollars per share) | $ / shares	$ 84.47

Stock-Based Compensation - St_3

Stock-Based Compensation - Stock Options and Appreciation Rights, fair value (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value
Weighted average Black-Scholes fair value of stop options and SARs granted (in dollars per share)	$ 166.66	$ 77.41	$ 131.66	$ 76.99
Additional disclosures:
Aggregate intrinsic value, outstanding	$ 865		$ 865
Remaining term, outstanding (in years)			8 years 1 month 6 days
Aggregate intrinsic value, exercisable	$ 121		$ 121
Remaining term, exercisable (in years)			5 years 6 months
Aggregate intrinsic value, stock options and vesting RSA's			$ 115	$ 8
Stock options
Fair Value
Risk-free interest rate, minimum	0.60%	0.30%	0.50%	0.30%
Risk-free interest rate, maximum	1.10%	0.60%	1.10%	1.50%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Volatility, minimum	126.20%	116.00%	124.70%	116.00%
Volatility, maximum	142.00%	151.50%	142.00%	151.50%
Stock options | Minimum
Fair Value
Expected term (in years)	4 years 1 month 6 days	3 years 10 months 24 days	4 years 1 month 6 days	3 years 10 months 24 days
Stock options | Maximum
Fair Value
Expected term (in years)	6 years 1 month 6 days	7 years 7 months 6 days	6 years 1 month 6 days	7 years 7 months 6 days

Stock-Based Compensation - Empl

Stock-Based Compensation - Employee Stock Purchase Plan (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value
Range of Black-Scholes fair values of ESPP shares granted (in dollars per share)	$ 166.66	$ 77.41	$ 131.66	$ 76.99
ESPP
Additional disclosures:
Authorized (in shares)	600,000		600,000
Subscription rate cap	15.00%		15.00%
Maximum discount rate			85.00%
Shares available for grant (in shares)	212,876		212,876
Fair Value
Risk-free interest rate, minimum	0.10%	1.50%	0.10%	1.50%
Risk-free interest rate, maximum		2.60%		2.60%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Volatility, minimum	120.40%	66.60%	120.40%	66.60%
Volatility, maximum	159.40%	150.90%	159.40%	154.40%
ESPP | Minimum
Fair Value
Range of Black-Scholes fair values of ESPP shares granted (in dollars per share)	$ 128.70	$ 2.87	$ 128.70	$ 2.57
Expected term (in years)	6 months	6 months	6 months	6 months
ESPP | Maximum
Fair Value
Range of Black-Scholes fair values of ESPP shares granted (in dollars per share)	$ 238.85	$ 21.80	$ 238.85	$ 35
Expected term (in years)	2 years	2 years	2 years	2 years

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Stock Units (Details) - Restricted stock units	6 Months Ended
	Jun. 30, 2021$ / sharesshares
Number of Shares
Outstanding and Unvested, beginning balance (in shares) | shares	1,044,980
Restricted stock units granted (in shares) | shares	134,099
Restricted stock units vested (in shares) | shares	(66,457)
Restricted stock units forfeited (in shares) | shares	(17,023)
Outstanding and Unvested, ending balance (in shares) | shares	1,095,599
Per Share Weighted- Average Fair Value
Outstanding and Unvested, beginning balance (in dollars per share) | $ / shares	$ 72.59
Restricted stock units granted (in dollars per share) | $ / shares	178.71
Restricted stock units vested (in dollars per share) | $ / shares	79.20
Restricted stock units forfeited (in dollars per share) | $ / shares	128.59
Outstanding and Unvested, ending balance (in dollars per share) | $ / shares	$ 84.30

Stock-Based Compensation - Comp

Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Compensation expense:
Total stock-based compensation expense	$ 53,123	$ 7,932	$ 106,183	$ 11,897
Additional disclosures:
Unrecognized compensation expense	230,000		$ 230,000
Unrecognized compensation expense, recognition period			1 year
Research and development
Compensation expense:
Total stock-based compensation expense	24,779	4,098	$ 48,569	6,005
General and administrative
Compensation expense:
Total stock-based compensation expense	$ 28,344	$ 3,834	$ 57,614	$ 5,892

Revenue - Additional Informatio

Revenue - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021USD ($)dosesegment	Jun. 30, 2020USD ($)	Jun. 30, 2021USD ($)dosesegment	Jun. 30, 2020USD ($)	May 31, 2021dose	Dec. 31, 2020USD ($)
Revenue Recognition
Deferred revenue, current	$ 1,220,073		$ 1,220,073			$ 273,228
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01
Revenue Recognition
Amount of transaction price not yet satisfied	$ 7,000,000		$ 7,000,000
Remaining performance obligation, expected timing of satisfaction, period	12 months		12 months
Royalties
Revenue Recognition
Revenue	$ 23,457	$ 0	$ 23,457	$ 0
OWS Agreement
Revenue Recognition
Funding			$ 1,750,000
Number of doses of the vaccine | segment	100,000,000		100,000,000
SK Bioscience Agreement
Revenue Recognition
Number of doses of the vaccine | dose	40,000,000		40,000,000
Advance Purchase Agreements - Canada
Revenue Recognition
Number of doses of the vaccine | dose	52,000,000		52,000,000
Additional purchase option | dose	24,000,000		24,000,000
Deferred revenue, current	$ 1,100,000		$ 1,100,000
Gavi Advance Purchase Agreement- SIIPL
Revenue Recognition
Number of doses of the vaccine | dose					1,100,000,000
Upfront payment	350,000		350,000
Additional payment after emergency use listing	$ 350,000		$ 350,000
Gavi Advance Purchase Agreement - COVAX Facility
Revenue Recognition
Number of doses of the vaccine | dose					350,000,000

Revenue - Schedule of Revenue (

Revenue - Schedule of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue Recognition
Grants and other	$ 298,017	$ 35,538	$ 745,246	$ 38,915
Government contracts
Revenue Recognition
Revenue	240,534	0	623,238	0
Government contracts | OWS
Revenue Recognition
Revenue	239,493	0	603,053	0
Government contracts | DoD
Revenue Recognition
Revenue	1,041	311	20,185	311
Grant and other
Revenue Recognition
Grants and other	34,026	35,538	98,551	38,915
Grant and other | CEPI
Revenue Recognition
Grants and other	31,955	34,246	93,516	36,504
Grant and other | BMGF
Revenue Recognition
Grants and other	0	159	2,628	414
Grant and other | Other
Revenue Recognition
Grants and other	2,071	822	2,407	1,686
Royalties
Revenue Recognition
Revenue	$ 23,457	$ 0	$ 23,457	$ 0

Revenue - Accounts Receivable,

Revenue - Accounts Receivable, Unbilled Services, and Deferred Revenue (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021USD ($)
Accounts receivable
Accounts receivable, beginning balance	$ 262,012
Additions	1,309,924
Deductions	(1,521,947)
Accounts receivable, ending balance	49,989
Unbilled services
Unbilled Receivables, beginning balance	0
Additions	499,239
Deductions	(477,865)
Unbilled receivables, ending balance	21,374
Deferred revenue
Deferred revenue beginning balance	273,228
Additions	1,192,483
Deductions	(245,638)
Deferred revenue, ending balance	$ 1,220,073

Subsequent Events (Details)

Subsequent Events (Details)	Aug. 05, 2021dose
Subsequent Events | European Commissions ("EC")
Subsequent events
Number of doses of the vaccine	100,000,000