S-8

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NOVAVAX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	22-2816046
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

9920 Belward Campus Drive, Rockville, Maryland 20850
(Address of Principle Executive Offices) (Zip Code)
Amendment of 2005 Stock Incentive Plan
(Full Title of the Plan)
Rahul Singhvi
President & Chief Executive Officer
Novavax, Inc.
9920 Belward Campus Drive
Rockville, Maryland 20850
(Name and Address of Agent for Service)
(240) 268-2000
(Telephone Number, Including Area Code, of Agent of Service)

Copies to:
Jennifer L. Miller, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51^st Floor
Philadelphia, Pennsylvania 19103
(215)-665-8500

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount To Be	Offering Price	Aggregate Offering	Amount Of
To Be Registered	Registered	Per Share (1)	Price	Registration Fee
Common Stock, par value $0.01 per share	3,000,000	$ 2.705	$ 8,115,000	$ 249.13

(1) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the price per share is estimated to be $ 2.705 based upon the average of the high ($ 2.81) and the low ($ 2.60) trading prices of the common stock, $0.01 par value per share of Novavax, Inc. as reported on the Nasdaq Global Market on August 6, 2007.

PART I- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Part I and Items 4-7 and 9 of Part II of Novavax, Inc.’s Registration Statement on Form S-8 (File No. 333-130990) are incorporated by reference herein pursuant to Instruction E of Form S-8.

     The documents containing the information required to be included in Part I of this Registration Statement will be provided or sent to all persons who are eligible to participate and are granted stock options, restricted stock awards or unrestricted stock awards under the Novavax 2005 Stock Incentive Plan, as amended, pursuant to Rule 428, and the documents containing the information required to be included in Part I of this Registration Statement will be provided or sent to all persons who are eligible to participate and are granted stock options or restricted stock awards under the Novavax 2005 Stock Incentive Plan, as amended, pursuant to Rule 428.

PART II- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by Novavax, Inc. (the “Company”) are incorporated herein by reference:

(a)	The Company’s Annual Report on Form 10-K for the fiscal year ended December 23, 2006;
(b)	The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2007 and June 30, 2007; and
(c)	The Company’s Current Reports on Form 8-K filed on March 26, 2007, April 5, 2007, May 2, 2007, May 11, 2007, June 18, 2007, July 6, 2007, July 9, 2007 (as amended) and August 8, 2007.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the termination of the offering, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing such documents. Any statement contained herein or in a document incorporated by reference or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement is modified or superseded by any other subsequently filed document which is incorporated or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits

4.1	Specimen stock certificate for shares of common stock, par value $.01 per share (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, File No. 0-26770, filed September 14, 1995 (the “Form 10”)).
4.2	Rights Agreement, dated as of August 8, 2002, by and between the Company and Equiserve Trust Company, which includes the Form of Summary of Rights to Purchase Series D Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Form of Certificate of Designation of Series D Junior Participating Preferred Stock as Exhibit C. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed August 9, 2002).
5*	Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the legality of the securities being offered.
23.1*	Consent of Grant Thornton, LLP, registered independent public accounting firm.
23.2*	Consent of Ernst & Young, LLP, registered independent public accounting firm.
24	Power of Attorney (included in the signature pages of this Registration Statement)

* Filed herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Maryland, on this 9th day of August, 2007.

NOVAVAX, INC.
By:	/s/ Rahul Singhvi
	Rahul Singhvi, President
	and Chief Executive Officer

POWER OF ATTORNEY

     We, the undersigned officers and directors of Novavax, Inc., hereby severally constitute Rahul Singhvi and Len Stigliano and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Novavax, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Rahul Singhvi	President, Chief Executive Officer and Director	August 9, 2007
Rahul Singhvi	(Principle Executive Officer)
/s/ Len Stigliano	Vice President, Treasurer and Chief Financial Officer	August 9, 2007
Len Stigliano	(Principal Financial and Accounting Officer)
/s/ John Lambert	Chairman of the Board of Directors and Director	August 9, 2007
John Lambert
/s/ Gary C. Evans	Director	August 9, 2007
Gary C. Evans
/s/ John O. Marsh, Jr.	Director	August 9, 2007
John O. Marsh, Jr.
/s/ Michael A. McManus, Jr.	Director	August 9, 2007
Michael A. McManus, Jr.
/s/ Thomas P. Monath, M.D.	Director	August 9, 2007
Thomas P. Monath, M.D.
/s/ James B. Tananbaum, M.D.	Director	August 9, 2007
James B. Tananbaum, M.D.

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EX-5

Exhibit 5

Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51^st Floor
Philadelphia, Pennsylvania 19103

August 9, 2007

Novavax, Inc.
9920 Belward Campus Drive
Rockville, Maryland 20850

Re: Novavax, Inc.
2007 Amendment of the 2005 Stock Incentive Plan

Ladies and Gentlemen:

     We have acted as counsel to Novavax, Inc. (“the Company”) in connection with the Company’s 2005 Stock Incentive Plan as amended, (“the Plan”) and the Registration Statement on Form S-8, relating to the registration and issuance of up to an additional 3,000,000 shares (“Additional Shares”) of the Company’s common stock, par value $0.01 per share.

     In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments and matters of law as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures.

     The opinion expressed below is based on the assumption that persons acquiring the Additional Shares will do so strictly in accordance with the terms of the Plan.

     Based on the foregoing, we are of the opinion that the Additional Shares, when issued and sold by the Company to the purchasers of the Additional Shares in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

     This opinion is limited to the matters expressly stated herein and no implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. This opinion is limited to the Federal law of the United States of America and of the General Corporation Law of the State of Delaware.

     We consent to the filing of this opinion as Exhibit 5 of the Registration Statement.

Very Truly Yours,
 

/s/ Ballard Spahr Andrews & Ingersoll, LLP  

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

We have issued our report dated March 12, 2007 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the application of Statement of Financial Accounting Standards No. 123(R) as of December 31, 2006), accompanying the consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting included in the Annual Report of Novavax, Inc. and Subsidiary on Form 10-K for the year ended December 31, 2006 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania
August 8, 2007

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference of our report dated March 3, 2006, with respect to the consolidated financial statements of Novavax, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2005 in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Novavax 2005 Stock Incentive Plan filed with the Securities and Exchange Commission.

/s/ Ernst & Young, LLP
August 9, 2007