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): May 22, 2006

Novavax, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-26770	22-2816046
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
508 Lapp Road, Malvern, Pennsylvania		19355
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 484-913-1200

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 22, 2006, Mitchell J. Kelly notified Novavax, Inc. that he has elected to resign from the Novavax Board of Directors due to other commitments and priorities.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibit is filed with this report.

Exhibit 17 Letter of Resignation dated May 22, 2006

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.
May 26, 2006	By:	Rahul Singhvi
		Name: Rahul Singhvi
		Title: President & CEO

Exhibit Index

Exhibit No.	Description
17	Letter of resignation dated May 22, 2006.

EX-17

Mitchell J. Kelly
265 East 66^th Street, Apt. 18C
New York, New York 10021

May 22, 2006

Mr. Gary Evans
Chairman of the Board
Novavax, Inc.
508 Lapp Road
Malvern, PA 19355

Dear Gary,

Having served as a director of Novavax, Inc. for more than nine years, including two distinct periods during which time I also served as President and CEO, it is with mixed emotions that I must resign my director position as of today because of other commitments and conflicting priorities.

Please accept my most heartfelt and best wishes that Novavax continues to build on its recent successes and do not hesitate to contact me in the future if I may be of any further assistance.

Very truly yours,

By /s/ Mitchell J. Kelly

Mitchell J. Kelly

MJK:ja

cc: Board of Directors, Novavax, Inc.

David A. White, Esq.