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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 20, 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   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 (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.

(b)  On March 20, 2007, Denis M. O’Donnell, M.D. 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

     17 Letter on Departure of Director dated March 20, 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)
 
March 26, 2007   By: /s/ JEFFREY W. CHURCH

Name:    Jeffrey W. Church
Title:     Vice President, Chief Financial Officer,
              Treasurer and Corporate Secretary

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