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): March 30, 2007

NOVAVAX, INC.

(Exact name of Registrant as specified in its charter)

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

9920 Belward Campus Drive Rockville, Maryland (Address of principal executive offices)	20850 (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 (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 March 30, 2007, Jeffrey W. Church resigned as the Chief Financial Officer of Novavax, Inc., (the “Company”) effective April 20, 2007.

In connection with Mr. Church’s resignation, on April 5, 2007, Len Stigliano was appointed to serve as the Interim Chief Financial Officer of the Company. Mr. Stigliano will commence employment on April 11, 2007 but will not become Interim Chief Financial Officer until April 20, 2007.

Mr. Stigliano is 59 years old and a partner at Tatum, LLC, an executive services firm and will serve as the Interim Chief Financial Officer of the Company though an Interim Executive Services Agreement between the Company and Tatum, LLC. Mr. Stigliano has served as a partner of the Philadelphia office of Tatum, LLC from December 2006 to the present. Mr. Stigliano was president and chief operating officer at Omnicare Clinical Research, a global clinical research organization from 2000 until December 2006.

Pursuant to the Amended Executive Services Agreement, Mr. Stigliano will receive a salary of $21,600 per month. Mr. Stigliano will be eligible to receive cash bonuses upon the achievement of certain goals. Mr. Stigliano will not be entitled to any option or equity grants or participate in any Company- sponsored health plans. Mr. Stigliano will be entitled to participate in the Company’s employee retirement and/or 401(k) plans and to vacation and holidays consistent with the Company's policy for senior management who are employed full time. Mr. Stigliano also will be entitled to coverage under the Company’s liability insurance policy for directors and officers.

As compensation for the engagement of Mr. Stigliano, beginning on April 11, 2007, the Company will pay Tatum, LLC an $5,400 per month and will receive bonus payments if Mr. Stigliano receives bonus payments.

The Company issued a press release on April 5, 2007 announcing the resignation of Mr. Church as Chief Financial Officer and appointment of Mr. Stigliano as the Company’s Interim Chief Financial Officer, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

         99.1 Press Release of the Company dated April 5, 2007

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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, thereunto duly authorized.

	Novavax, Inc.
	(Registrant)
April 5, 2007	By:	/s/ Rahul Singhvi
	Name:	Rahul Singhvi
	Title:	President and Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

NOVAVAX APPOINTS INTERIM CFO

Jeffrey W. Church Resigns as Chief Financial Officer

ROCKVILLE, MD (April 5, 2007) – Novavax Inc. today appointed Len Stigliano as interim Chief Financial Officer to replace Jeffrey W. Church, who is leaving later this month to accept a position with another company.

“We are very disappointed to lose Jeff, but we respect his personal decision,” said Novavax President and Chief Executive Officer Dr. Rahul Singhvi. “I am confident that Len has the experience to serve the company well until a permanent replacement is found.” Dr. Singhvi said a formal search would begin immediately.

Stigliano, a partner in the Philadelphia office of the executive services firm Tatum LLC, has held CFO and general management positions in a number of publicly traded life sciences companies. A graduate of Rutgers University with an MBA from Pace University, Stigliano began his career in 1975 at USV Pharmaceuticals, which was part of Revlon’s Healthcare Group.

More recently, Stigliano was president and chief operating officer at Omnicare Clinical Research, a global clinical research organization. Prior to Omnicare, he served as chief financial officer of IBAH Inc., which was acquired by Omnicare in 1998.

About Novavax
Novavax Inc. (NASDAQ: NVAX) is committed to leading the global fight against infectious disease by creating novel, highly potent vaccines that are safer and more effective than current preventive options. Using the company’s proprietary virus-like particle (VLP) and Novasome® adjuvant technologies, Novavax is developing vaccines to protect against H5N1 pandemic influenza, seasonal flu and other viral diseases. Novavax's particulate vaccines closely match disease-causing viruses while lacking the genetic material to cause disease, which provides potential for greater immune protection at lower doses than current vaccines. With an exclusive portable manufacturing system that allows for rapid mass-production of vaccines, Novavax is uniquely positioned to meet global public health needs.