8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) February 15, 2010

NOVAVAX, INC.

(Exact name of Registrant as specified in its charter)

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

9920 Belward Campus Drive
Rockville, Maryland	20850
(Address of principal executive offices)	(Zip Code)

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

(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 (see General Instruction A.2. below):

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.

On February 15, 2010, the Board of Directors of Novavax, Inc. (“Novavax”) elected Mr. Stanley Erck, a director of Novavax, as its Executive Chairman, effective immediately. Mr. John Lambert, the former Executive Chairman, will continue to serve as a director of Novavax. Novavax will pay Mr. Erck a salary of $300,000 per year and has granted Mr. Erck 300,000 options, half of which will vest on February 15, 2011 and half of which will be based on the achievement of certain performance measures related to corporate objectives, to be determined by the Board of Directors within the next sixty days.

A copy of the press release announcing the election of Mr. Erck as Executive Chairman is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release contains statements that are “forward-looking statements” subject to the cautionary statement about forward-looking statements set forth therein.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 16, 2010, Novavax notified The Nasdaq Stock Market (“Nasdaq”) that Mr. Erck was no longer an independent director as defined in Nasdaq Listing Rule 5605(2) based on his employment status with the Company and the amount of his salary. As a result of Mr. Erck’s election as Executive Chairman and the resignations of two other independent directors in recent months, Novavax is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires that the board of directors be comprised of a majority of independent directors. Nasdaq confirmed this situation in a letter received by Novavax on February 16, 2010 and Novavax publically announced the non-compliance in a press release dated February 18, 2010. Novavax has 45 days to submit a plan to Nasdaq to regain compliance.

Over recent months, the Nominating and Corporate Governance Committee of Novavax’s Board of Directors has been identifying, evaluating and recruiting potential candidates for election to the Board of Directors. Novavax expects to elect two independent directors and thus cure this non-compliance before its 2010 Annual Meeting of Stockholders.

A copy of the press release announcing Novavax’s non-compliance with the Nasdaq Listing Rule is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The press release contains statements that are “forward-looking statements” subject to the cautionary statement about forward-looking statements set forth therein.

Statements herein relating to future performance, conditions or strategies and other business matters, including expectations regarding the timing of curing the non-compliance with Nasdaq Listing Rule 5605(b)(1) 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 Novavax’s ability to attract qualified individuals to serve on its Board of Directors, the cash and equity compensation such individuals might require to serve on the Board of Directors, and the timing of such elections. 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 Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

2

Exhibits
99.1	Press Release of Novavax, Inc. dated February 16, 2010
99.2	Press Release of Novavax, Inc. dated February 18, 2010

3

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, thereunto duly authorized

	Novavax, Inc. (Registrant)
February 18, 2010	By:	/s/ Frederick W. Driscoll
		Name:	Frederick W. Driscoll
		Title:	Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

Contact:   Tricia J. Richardson
Novavax, Inc.
1 240-268-2031

Stanley Erck Elected as Executive Chairman

ROCKVILLE, MD (February 16, 2010) —/PRNewswire-FirstCall/-Novavax, Inc. (Nasdaq: NVAX) The Board of Directors of Novavax, Inc., announced today the election of Stanley Erck as Executive Chairman. The effective date of this leadership change is immediately.

Previously, Mr. Erck served as President and Chief Executive Officer of Iomai Corporation, leading the company through an initial public offering and a merger with Intercell, an Austrian vaccine company, and through the development of a late-stage infectious disease product candidate. Prior to Iomai, Mr. Erck served as President and Chief Executive Officer of Procept, a publicly traded immunology company; as Vice President of Corporate Development at Integrated Genetics (now Genzyme), and in management positions at Baxter International. Mr. Erck currently sits on the Board of Directors of BioCryst, MacCyte, MdBio Foundation and Novavax.

“We are very pleased to announce the appointment of Stan to the position of Executive Chairman of the Board,” stated Gary C. Evans, Lead Director of Novavax. “Stan’s business experience in guiding successful infectious disease and vaccine based biotech companies should prove invaluable to Novavax as we advance our VLP pipeline into late-stage development and commercialization.”

“Novavax has a broad vaccine pipeline of cutting edge recombinant technology coupled with a strong management team and an excellent shareholder base,” said Stan Erck. “I look forward to sharing my experience in advancing its late-stage VLP influenza vaccine towards commercialization and progressing its preclinical pipeline into human trials.”

“All board members of Novavax would like to thank John Lambert for his three years of service as Executive Chairman and look forward to his continuing support as a Director of the company. John’s oversight during this period has helped our organization evolve our VLP technology from an early-stage idea to an innovative vaccine that has now been successfully tested in over 1,800 subjects,” said Mr. Evans.

About Novavax

Novavax, Inc. is a clinical-stage biotechnology company creating novel vaccines to address a broad range of infectious diseases worldwide, including H1N1, using advanced proprietary virus-like-particle (VLP) technology. The company produces potent VLP-based recombinant vaccines utilizing new and efficient manufacturing approaches. Novavax is committed to using

its VLP technology to create country-specific vaccine solutions. The company has formed a joint venture with Cadila Pharmaceuticals, named CPL Biologicals, to develop and manufacture vaccines, biological therapeutics and diagnostics in India. Additional information about Novavax is available on the company’s website: www.novavax.com

Forward Looking Statements

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, among other things, the following: our ability to progress any product candidates into pre-clinical or clinical trials; the scope, initiation, rate and progress of our preclinical studies and clinical trials and other research and development activities; clinical trial results; even if the data from preclinical studies or clinical trials is positive, the product may not prove to be safe and efficacious; regulatory approval is needed before any vaccines can be sold in or outside the United States and, to date, no governmental authority has approved any of our vaccine candidates for sale; influenza is seasonal in nature, and if approval or commercial launch after approval is not timely in relation to the flu season, we may not be able to manufacture or sell our influenza vaccines on terms favorable to us until the next flu season, if at all; we have not manufactured any of our vaccine candidates at a commercial level and have only recently engaged a third party manufacturer to assist in commercial manufacturing efforts; we utilize a unique manufacturing process and the scale-up of that process may prove difficult and costly; our pilot plant facility is subject to standard FDA inspections, which may result in increased costs and production delays; the success of our joint ventures, collaborations, partnerships and licensing agreements; our dependence on third parties to manufacture and distribute its vaccines; risks associated with conducting business outside of the United States; 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 enter into future collaborations with industry partners and the terms, timing and success of any such collaboration; the cost, timing and success of regulatory filings and approvals; our ability to obtain adequate financing in the future through product licensing, co-promotional arrangements, public or private equity or debt financing or otherwise; general business conditions; competition; business abilities and judgment of personnel; loss of key management and availability of qualified personnel; and other factors referenced herein. 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.

# # #

EX-99.2

Exhibit 99.2

Contact:	Tricia J. Richardson
	Senior Manager, Investor Relations
	Novavax, Inc.
	1 240-268-2031

NOVAVAX, Inc. Receives Nasdaq Non-Compliance Letter

Rockville, MD (February 18, 2010)—/PRNewswire-FirstCall/-Novavax, Inc. (NASDAQ:NVAX) announced today that it received a notice of deficiency, as expected, from the NASDAQ Stock Market (NASDAQ) listing qualifications department. As a result of the election of Stanley Erck as the Executive Chairman Novavax is no longer in compliance with the NASDAQ requirement set forth in Listing 2Rule 5605(b)(1), which requires that the company’s Board of Directors be comprised of a majority of independent directors.

Novavax has 45 days to submit a plan to NASDAQ to regain compliance. The notification has no immediate effect on the listing of Novavax’s common stock on The NASDAQ Global Market. The Company’s common stock continues to trade on The NASDAQ Global Market under the symbol “NVAX”.

Over recent months, the Nominating and Corporate Governance Committee of Novavax’s Board of Directors has been identifying, evaluating and recruiting potential candidates for election to the Board of Directors. Novavax expects to elect two independent directors and thus cure this non-compliance before its 2010 Annual Meeting of Stockholders.

About Novavax

Novavax, Inc. is a clinical-stage biotechnology company creating novel vaccines to address a broad range of infectious diseases worldwide, including H1N1, using advanced proprietary virus-like-particle (VLP) technology. The company produces potent VLP-based recombinant vaccines utilizing new and efficient manufacturing approaches. Novavax is committed to using its VLP technology to create country-specific vaccine solutions. The company has formed a joint venture with Cadila Pharmaceuticals, named CPL Biologicals, to develop and manufacture vaccines, biological therapeutics and diagnostics in India. Additional information about Novavax is available on the company’s website: www.novavax.com.

Forward Looking Statements

Statements herein relating to future performance, conditions or strategies and other business matters, including expectations regarding the timing of curing the non-compliance with Nasdaq Listing Rule 5605(b)(1) 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 Novavax’s ability

to attract qualified individuals to serve on its Board of Directors, the cash and equity compensation such individuals might require to serve on the Board of Directors, and the timing of such elections. 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 Current Report on Form 8-K.

# # #