Exhibit 107
Calculation of Filing Fee Tables
Form S-3ASR
(Form Type)
Novavax, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to Be Carried Forward | ||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Common Stock, par value $0.01 per share (1) | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (2) | |||||||||||||||||||||||||||||
| Equity | Preferred Stock, par value $0.01 per share (1) | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||||||||||||||||
| Debt | Debt Securities (1) | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||||||||||||||||
| Other | Warrants (1) | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||||||||||||||||
| Other | Units (1) (3) | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (2) | ||||||||||||||||||||||||||||||
| Fees Previously Paid | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Carry Forward Securities | |||||||||||||||||||||||||||||||||||||
| Carry Forward Securities | Equity | Common Stock, par value $0.01 per share | 415(a)(6) | $ | 318,302,998 | (4) | — | $318,302,998 | (4) | — | — | 424(b)(5) | (4) | 333-237094 | (4) | March 11, 2020 | (4) | $54,550.00 | (4) | ||||||||||||||||||
| Total Offering Amounts | (1)(4) | ||||||||||||||||||||||||||||||||||||
| Total Fees Previously Paid | — | ||||||||||||||||||||||||||||||||||||
| Total Fee Offsets | — | ||||||||||||||||||||||||||||||||||||
| Net Fee Due | $ | 0 | (4) | ||||||||||||||||||||||||||||||||||
| (1) | The registrant is registering hereby an unspecified amount of securities of each identified class as may be offered, from time to time, hereunder, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration may or may not be received for securities that are issued upon conversion, exercise or exchange of other securities. |
| (2) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is deferring payment of all registration fees and will pay the registration fees subsequently in advance or on a “pay-as-you-go” basis. |
| (3) | Units may be issued under a unit agreement and will represent an interest in one or more securities including shares of common stock or preferred stock, debt securities, or warrants, in any combination, which may or may not be separable from one another. |
| (4) | Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $318,302,998 of unsold shares (the “Unsold Securities”) of common stock, par value $0.01 per share (the “Common Stock”) previously registered pursuant to a prospectus supplement, filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2021 (the “Prior Prospectus Supplement”), to the Registration Statement on Form S-3 (File No. 333-237094), which was filed with the SEC and became automatically effective on March 11, 2020 (the “Prior Registration Statement”), relating to the offer and sale of Common Stock having an aggregate offering price of up to $500,000,000 under its current “at-the-market” program. In connection with the filing of the Prior Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $49,942.43 and applied a fee of $4,607.57 previously paid relating to $42,232,493.20 of unsold shares of Common Stock pursuant to Rule 457(p) under the Securities Act which remained unsold under a prospectus supplement, dated January 22, 2021, to the Prior Registration Statement. As of the date of this registration statement, shares of Common Stock having an aggregate offering price of up to $318,302,998 were not sold under the Prior Prospectus Supplement, and the registration fee that has already been paid and remains unused with respect to the Unsold Securities will be applied to shares of Common Stock that are being registered pursuant to this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. |
