8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2009

NOVAVAX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-26770	22-2816046
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	No.)

9920 Belward Campus Drive, Rockville, MD 20850

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (240) 268-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 24, 2009, Novavax, Inc. (the “Company”) announced the appointment of Stanley C. Erck to the Company’s Board of Directors. Mr. Erck most recently served as president and chief executive officer of Iomai Corporation, a developer of vaccines and immune system therapies, which was acquired in 2008 by Intercell. He also previously held leadership positions at Procept, a publicly traded immunology company, Integrated Genetics, now known as Genzyme, and Baxter International. Mr. Erck also serves on the Board of Directors of BioCryst Pharmaceuticals, MaxCyte, Inc. and MdBio Foundation.

     As part of his appointment to the Company’s Board of Directors, Mr. Erck received incentive stock options to purchase 20,000 shares of the Company’s common stock at an exercise price of $2.44 (the closing price of the Company’s common stock on June 24, 2009, the date of grant). The stock options will become fully exercisable on December 24, 2009 and will expire on June 24, 2019. Mr. Erck will be compensated on the same basis as all other non-employee directors of the Company, as described under the section entitled “Compensation of Directors” in the Company’s most recent proxy statement filed with the U.S. Securities and Exchange Commission.

     A copy of the press release announcing the appointment of Mr. Erck and providing additional information about him is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

     Effective as of June 24, 2009, the Company’s Board of Directors increased the number of directors of the Company from eight to nine, pursuant to Section 2.2 of the Company’s Amended and Restated Bylaws dated as of August 2, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated June 26, 2009.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NOVAVAX, INC.
June 26, 2009	By: Name:	/s/ Evdoxia E Kopsidas Evdoxia E Kopsidas
	Title:	Senior Director of Finance and Principal Accounting Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated June 26, 2009.

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EX-99.1

Exhibit 99.1

Contact:	Tricia J. Richardson
	Novavax, Inc.
	240-268-2031

Novavax Appoints Stanley Erck to Board of Directors

Rockville, MD – June 26, 2009 – Novavax, Inc. (Nasdaq: NVAX) announced today the appointment of Stanley Erck to the company’s Board of Directors. Mr. Erck has more than twenty five years of experience in the biotechnology and health-care industries and served most recently as President and Chief Executive Officer of Iomai Corporation, a developer of vaccines and immune system therapies that was acquired in 2008 by Intercell. Previously, Mr. Erck was President and Chief Executive Officer of Procept, a publicly traded immunology company, Vice President of Corporate Development at Integrated Genetics (now Genzyme), and in management positions at Baxter International. His appointment brings the number of Novavax board members to nine.

John Lambert, Chairman of the Board of Novavax, stated: “We are pleased to have Stanley Erck join our board and bring his pharmaceutical knowledge and many years of experience in vaccine development to our company. He has a strong record of achievement in building successful companies, a keen understanding of the market for infectious disease products and valuable experience in working with public health agencies. We welcome his anticipated contributions to our future success as we expand our pipeline of promising vaccine candidates.”

Mr. Erck is also a Director of BioCryst Pharmaceuticals, MaxCyte, Inc. and MdBio Foundation. He received his undergraduate degree from the University of Illinois and his masters in business administration from the University of Chicago.

ABOUT NOVAVAX

Novavax, Inc. (Nasdaq: NVAX) is a clinical-stage biotechnology company creating novel vaccines, including H1N1, to address a broad range of infectious diseases worldwide using advanced proprietary virus-like-particle (VLP) technology. The company produces these VLP-based, potent, recombinant vaccines utilizing new and efficient manufacturing approaches. Additional information about Novavax is available at www.novavax.com and in the company’s various filings with the Securities and Exchange Commission.

Forward Looking Statement

Statements herein relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding revenues, operating expenses, cash burn, and clinical developments and anticipated milestones are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Novavax cautions that these forward-looking statements are

subject to numerous assumptions, risks and uncertainties, which change over time. Factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including the Company’s ability to progress any product candidates in preclinical or clinical trials; the scope, rate and progress of its preclinical studies and clinical trials and other research and development activities; clinical trial results; current results may not be predictive of future results; even if the data from preclinical studies or clinical trials is positive, the product may not prove to be safe and efficacious; Novavax’s pilot plant facility is subject to extensive validation and FDA inspections, which may result in delays and increase d costs; our ability to enter into future collaborations with industry partners and the government and the terms, timing and success of any such collaboration; the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights; our ability to obtain rights to technology; competition for clinical resources and patient enrollment from drug candidates in development by other companies with greater resources and visibility; our ability to obtain adequate financing in the future through product licensing, co-promotional arrangements, public or private equity or debt financing or otherwise; the maturity of the convertible notes on July 15, 2009; general business conditions; competition; business abilities and judgment of personnel; and the availability of qualified personnel. Further information on the factors and risks that could affect Novavax’s business, financial conditions and results of operations, is contained in Novavax’s filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. These forward-looking statements speak only as of the date of this press release, and Novavax assumes no duty to update forward-looking statements.

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