
<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
                                                     REGISTRATION NO. __________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3

             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 Number)

                     8320 GUILFORD ROAD, COLUMBIA, MD 21046
                                 (301) 854-3900
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                               RICHARD F. MARADIE
                                  NOVAVAX, INC.
                               8320 GUILFORD ROAD
                               COLUMBIA, MD 21046
                                 (301) 854-3900

    (Name, address, including zip code, and telephone number, including area
                     code, of agent for service of process)

                                 With a copy to:

                              DAVID A. WHITE, ESQ.
                             WHITE & MCDERMOTT, P.C.
                          65 WILLIAM STREET, SUITE 209
                               WELLESLEY, MA 02181
                                 (781) 431-1700

       Approximate date of commencement of proposed sale to the public: As soon
as practicable and from time to time after the effective date of this
Registration Statement.

       If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

       If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]

       If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

       If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<PAGE>   2
       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [   ]


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                      Proposed Maximum   Proposed Maximum
Title of Securities   Amount to       Offering Price     Aggregate Offering   Amount of
to be Registered      be Registered   Per Share          Price                Registration Fee
----------------------------------------------------------------------------------------------
<S>                   <C>             <C>                <C>                  <C>
Common Stock          2,206,350
($.01 par value)      shares (1)      $ 5.09 (2)         $11,230,321.50       $3,312.94
</TABLE>

(1) Includes (i) shares of Common Stock to be issued upon conversion of the
Company's Series A Custom Convertible Preferred Stock (the "Series A Preferred
Stock") and (ii) an indeterminate number of additional shares of Common Stock as
may from time to time become issuable upon conversion of the Series A Preferred
Stock by reason of stock splits, stock dividends and other similar transactions,
which shares are registered hereunder pursuant to Rule 416 under the Securities
Act.

(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c), based upon the average of the high and low
sale prices on February 12, 1998, as reported by the American Stock Exchange.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.


                                       ii
<PAGE>   3
                                  NOVAVAX, INC.
                  CROSS REFERENCE SHEET PURSUANT TO ITEM 501(b)
               OF REGULATION S-K SHOWING LOCATION IN PROSPECTUS OF
                    INFORMATION REQUIRED BY ITEMS OF FORM S-3


FORM S-3 REGISTRATION
STATEMENT ITEM AND HEADING                           LOCATION IN PROSPECTUS
--------------------------                           ----------------------

 1. Forepart of Registration Statement
    and Outside Front Cover Page of
    Prospectus...............................        Facing Page of Registration
                                                     Statement; Cross-Reference
                                                     Sheet; Outside Front Cover
                                                     Page of Prospectus
 2. Inside Front and Outside Back                    
    Cover Pages of Prospectus................        Inside Front Cover and
                                                     Outside Back Cover of
                                                     Prospectus; Available
                                                     Information; Incorporation
                                                     by Reference
 3. Summary Information, Risk Factors and            
    Ratio of Earnings to Fixed Charges.......        Risk Factors; Available
                                                     Information
 4. Use of Proceeds..........................        Use of Proceeds
 5. Determination of Offering Price..........        *
 6. Dilution.................................        *
 7. Selling Security Holders.................        Selling Stockholders
 8. Plan of Distribution.....................        Plan of Distribution
 9. Description of Securities to be Registered       *
10. Interests of Named Experts and Counsel...        Legality of Common Stock;
                                                     Experts
11. Material Changes.........................        *
12. Incorporation of Certain Documents               
    by Reference.............................        Incorporation of Certain
                                                     Documents by Reference
13. Disclosure of Commission Position on             
    Indemnification for Securities Act Liabilities   Indemnification

---------------------------         
* Item is omitted because it is either not required or inapplicable.
<PAGE>   4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                 SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1998

                                   PROSPECTUS
                                  NOVAVAX, INC.
                2,206,350 SHARES OF COMMON STOCK ($.01 PAR VALUE)
                        ---------------------------------

       This Prospectus relates to the offer and sale of shares (the "Shares") of
Novavax, Inc. (the "Company" or "Novavax") Common Stock, $.01 par value,
issuable upon conversion of the Company's Series A Custom Convertible Preferred
Stock (the "Series A Preferred Stock") acquired by certain persons listed herein
as "Selling Stockholders" (the "Selling Stockholders") on January 28, 1998,
consisting of up to 2,206,350 shares of Common Stock to be issued upon
conversion of the Series A Preferred Stock and an indeterminate number of
additional shares of Common Stock as may from time to time become issuable upon
conversion of the Series A Preferred Stock by reason of stock splits, stock
dividends and other similar transactions, which shares are registered hereunder
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"). The Shares may be offered by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest that receive such
Shares as a gift, partnership distribution or other non-sale related transfer.
The Series A Preferred Stock and the Common Stock issuable upon conversion of
the Series A Preferred Stock have been and will be issued in transactions exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) thereof. See "Recent Developments," "Selling Stockholders," and "Plan of
Distribution." The Shares are being registered by the Company pursuant to
registration rights granted to the Selling Stockholders.

       The Shares may be offered and sold by the Selling Stockholders from time
to time in open market or privately negotiated transactions at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Plan of Distribution."

       None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Company has agreed to bear
certain expenses (other than selling commissions) in connection with the
registration and sale of the Shares being offered by the Selling Stockholders,
estimated at $34,000. The Company has agreed to indemnify the Selling
Stockholders against certain liabilities, including certain liabilities under
the Securities Act.

       The Common Stock of the Company is listed for quotation on the American
Stock Exchange under the symbol NOX. On February 12, 1998, the closing sale
price of the Common Stock, as reported by the American Stock Exchange, was 
$5.13 per share.

       The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act,
and any commissions received by them and any profit on the resale 
<PAGE>   5
of the Shares purchased by them may be deemed to be underwriting commission or
discounts under the Securities Act.

         ---------------------------------------------------------------

AN INVESTMENT IN THE SECURITIES REGISTERED HEREBY INVOLVES A HIGH DEGREE OF
RISK.  SEE "RISK FACTORS" COMMENCING ON PAGE 9.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE INFORMATION SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES IN ANY
JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.

         ---------------------------------------------------------------

                The date of this Prospectus is February 17, 1998.


                                       2
<PAGE>   6
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

       1.   The Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1996;

       2.   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended March 31, 1997;

       3.   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended June 30, 1997;

       4.   The Company's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 1997;

       5.   The Company's definitive Proxy Statement, dated April 8, 1997
            relating to the Annual Meeting of Stockholders held on May 15, 1997;
            and

       6.   The description of the Common Stock contained in the Company's
            Registration Statement on Form 10, File No. 0-26770 filed on
            September 14, 1995, filed pursuant to Section 12(b) of the Exchange
            Act.

       All reports and other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
covered by this Prospectus have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

       Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

       The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of any such person, a
copy of any or all of the documents which are incorporated herein by reference,
except for certain exhibits to such documents. Requests should be directed to
the principal executive offices of the Company, 8320 Guilford Road, Columbia, MD
21046, Attention: Brenda L. Fugagli, Vice President, Finance, telephone: (301)
854-3900.

                              AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files reports and other information with the
Commission. Reports, proxy and information statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048, and
at Citicorp Center, 500 West Madison 


                                       3
<PAGE>   7
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials also
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 at prescribed rates. In
addition, the Commission maintains a World Wide Web site that contains reports,
proxy and information statements and other information filed electronically by
the Company since May 1996 at the following address: http://www.sec.gov. The
Company has filed with the Commission in Washington, D.C. a registration
statement (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all the information
included in the Registration Statement, certain items of which are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the Common Stock offered hereby,
reference is made to such Registration Statement and the exhibits thereto.

       The Company's Common Stock is listed on the American Stock Exchange.
Reports, proxy and information statements and other information concerning the
Company can be examined at the American Stock Exchange Inc., 86 Trinity Place,
New York, New York 10006.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

       Certain statements under the captions "The Company," "Recent
Developments" and "Risk Factors" contained in this Prospectus or as may
otherwise be incorporated by reference herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Forward-looking statements include, but are not
limited to, statements regarding future product development and related clinical
trials and statements regarding future research and development. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the
following: general economic and business conditions; competition; technological
advances; ability to obtain rights to technology; ability to obtain and enforce
patents; ability to commercialize and manufacture products; results of
preclinical studies; results of research and development activities; business
abilities and judgment of personnel; availability of qualified personnel;
changes in, or failure to comply with, governmental regulations; ability to
obtain adequate financing in the future; and other factors referenced in this
Prospectus. See "Risk Factors." All forward-looking statements included in this
document are based on information available to the Company on the date hereof
and the Company assumes no obligation to update any such forward-looking
statements.

                                   THE COMPANY

       Novavax, Inc. ("Novavax" or the "Company") is a biopharmaceutical company
focusing on the research and development of proprietary topical and oral drug
delivery technologies and the applications of those technologies. The Company's
technology platforms involve the use of proprietary microscopic organized lipid
structures as vehicles for the delivery of a wide variety of drugs and other
therapeutic products, including certain hormones, anti-bacterial and anti-viral
products and vaccine adjuvants. The Company's three lead product candidates are
ESTRASORB(TM), a topical estrogen cream, ANDROSORB(TM), a topical testosterone
cream and Helicore(TM), an oral anti-bacterial preparation for the treatment of
Helicobacter pylori infection.

All three products are in various stages of clinical and pre-clinical trials as
set forth below:

       -    The Company has completed pre-clinical and human safety studies for
            both ESTRASORB and ANDROSORB.


                                       4
<PAGE>   8
       -    The Company is nearing completion of an ESTRASORB multiple dose,
            dose ranging study and a multiple dose, placebo-controlled
            pharmacokinetic study.

       -    The Company is currently completing a multiple dose pharmacokinetic
            study with ANDROSORB which began in the third quarter of 1997.

       -    The Company currently has several formulations of Helicore in
            pre-clinical and human safety studies.

THE NOVAVAX TECHNOLOGY PLATFORMS

       Novavax has developed proprietary topical and oral drug delivery
technologies using organized lipid structures (collectively, the "Novavax
Technologies"). To date, the Company has utilized its technology in the
development of Novasome lipid vesicles and micellar nanoparticles, which are
sub-micron size lipid structures that also possess encapsulation capabilities.
These structures may help with targeted delivery and controlled release. The
Company believes its technologies may allow for the delivery of a wide variety
of drugs and other therapeutics in a more cost effective manner than
phospholipid liposomes and other delivery vehicles. Its technologies may be
preferred over other transdermal delivery systems because of the potential
reduction in side effects, primarily skin irritation. Additionally, future
applications may show advantages over injectable delivery technologies which
may be invasive, inconvenient and/or painful.

       Most commercial liposomes are composed of delicate phospholipids. Due to
their inherent lack of stability and carrying capacity limitations, a limited
number of drugs may be used with phospholipid liposomes. While capable of
encapsulating certain (principally water soluble) drugs, phospholipid liposomes
have a number of significant disadvantages including their expense and the need
to use potentially hazardous organic solvents in their manufacture. In addition,
the standard, multi-step phospholipid manufacturing process yields relatively
small quantities of liposomes.

Novasome(R) lipid vesicles

       Novasome lipid vesicles are proprietary organized lipid structures in
which drugs or other materials can be encapsulated for delivery into the body
topically or orally. Novasome lipid vesicles are made using the Company's
patented manufacturing process from a variety of readily available chemicals
called amphiphiles, which include fatty alcohols and acids, ethoxylated fatty
alcohols and acids, glycol esters of fatty acids, glycerol fatty acid mono and
diesters, ethoxylated glycerol fatty acid esters, glyceryl ethers, fatty acid
diethanolamides and dimethyl amides, fatty acyl sarcosinates, "alkyds" and
phospholipids. In December 1995, the Company entered into a licensing agreement
with IGI, Inc. ("IGI"), the Company's former parent, entitling IGI to the
exclusive use of the Novavax Technologies in certain fields. Currently, IGI uses
Novasome lipid vesicles in a wide variety of cosmetic applications, including
products sold by Estee Lauder and Revlon. The Company retains all rights to
Novasome lipid vesicle technologies for use in pharmaceuticals.

Micellar Nanoparticles

       Micellar nanoparticles ("MNPs") are submicron-sized, water miscible lipid
structures that have different structural characteristics and are generally
smaller than Novasome lipid vesicles. MNPs, like Novasome lipid vesicles, are
derived from amphiphile molecules.

       Novavax scientists have demonstrated the ability to incorporate alcohol
soluble drugs and pesticides, vaccine adjuvants, proteins, whole viruses,
flavors, fragrances and colors into MNPs. MNPs have the ability to entrap
ethanol or methanol soluble drugs and to deliver certain of these drugs through
intact skin. The MNP formulations used for the transdermal delivery of drugs
have 


                                       5
<PAGE>   9
cosmetic properties like creams and lotions. There may be inherent advantages
over injectable delivery systems, which may be more invasive and/or
inconvenient, and patch transdermal delivery systems, which may cause skin
irritation.

NOVAVAX PRODUCT CANDIDATES

Topical Drug Delivery

       The Company is using its micellar nanoparticle technology in the
development of ESTRASORB, a cream designed for the delivery of 17B estradiol
(estrogen) through the skin. Estrogen replacement therapy is currently used
worldwide by menopausal (and post-menopausal) women to prevent osteoporosis,
cardiovascular disease and other menopausal symptoms (e.g. "hot flashes").
Current estrogen replacement products include oral tablets or, more recently,
transdermal patches. Oral estrogen tablets, however, have been associated with
side effects primarily resulting from fluctuating blood hormone levels. Because
of these side effects, transdermal patches for estrogen replacement were
developed. While these patches help reduce blood hormone fluctuations, they may
cause skin irritation and patient inconvenience associated with wearing and
changing an external patch.

       The Company believes that ESTRASORB may offer several advantages over
existing therapies used for estrogen replacement. ESTRASORB is a lotion that may
be applied to the skin much like a typical cosmetic cream. The Company believes
ESTRASORB will be able to deliver a continuous amount of estrogen to the patient
without the fluctuations in blood hormone levels associated with oral tablets.
In addition, ESTRASORB does not contain materials that may cause the skin
irritation associated with transdermal patches.

       In 1995, the Company completed preclinical testing of ESTRASORB in a
primate model. Results of this study demonstrated that ESTRASORB can be utilized
to deliver estradiol through intact skin with maintenance of therapeutic serum
estradiol levels for six days after a single topical application. Based on these
results, the Company initiated a Phase I human trial of ESTRASORB involving 10
symptomatic menopausal women. In this study, each woman received a single
topical application of ESTRASORB. This study was completed in the fourth quarter
of 1996 with no significant adverse experiences noted. The Company is in the
process of completing two additional human studies with ESTRASORB. The first is
a multiple-dose, dose ranging, pharmacokinetic study begun in the second quarter
of 1997. The second is a multiple-dose, pharmacokinetic, placebo controlled
study begun in the third quarter of 1997 and currently being completed.

       In September 1996, the Company completed the animal testing of ANDROSORB
(testosterone) in its MNP transdermal drug delivery platform. In these tests,
peak blood levels of testosterone were approximately three times higher than
testosterone dissolved in ethanol. After a single topical cream application,
peak serum levels of testosterone were as high as 35 nanograms per milliliter
and persisted in the therapeutic range for 48 hours. The Company completed the
human safety studies and submitted the results to the FDA in the third quarter
of 1997. A multiple dose, pharmacokinetic human study which began in the third
quarter of 1997 is currently being completed.

       Testosterone replacement therapy is currently used by males who are
testosterone deficient as a result of either primary or secondary hypogonadism.
Testosterone in males is required to maintain sexual function and libido,
maintain lean body mass, increase hemoglobin synthesis and maintain bone
density. Current testosterone replacement therapy products include deep
intramuscular injections or transdermal patches. The injections require frequent
visits to a physician and may be associated with pain at the injection site and
abscess. The transdermal 


                                       6
<PAGE>   10
patches may cause skin irritation and patient inconvenience associated with
wearing and changing two to three external patches per day.

       The Company believes that ANDROSORB may offer several advantages over
current testosterone replacement therapies. ANDROSORB is a lotion that may be
applied to the skin. This would eliminate the need for intramuscular injections.
In addition, ANDROSORB does not contain materials that may cause the skin
irritation associated with transdermal patches.

       The Company has developed several other applications of technology in its
MNP transdermal drug delivery technology platform. These product applications
are for hormone replacement therapies and are in various stages of development
and pre-clinical testing. The applications include Lo-ANDROSORB(TM),
PROGESTSORB(TM), ALPROSORB(TM) and PROESTRASORB(TM), each of which is briefly
described below:

       -    Lo-ANDROSORB(TM) - a low dose testosterone replacement therapy for
            women.

       -    PROGESTSORB(TM) - a progesterone replacement therapy for women.

       -    ALPROSORB(TM) - a cream designed for the delivery of Prostaglandin
            E(1) for men suffering from erectile dysfunction.

       -    PROESTRASORB(TM) - a combination progesterone and estrogen hormone
            replacement therapy for women.

The Company believes its MNP and other technologies are suitable for the
delivery of additional alcohol soluble drugs.

Helicore Microbicidal Preparations

       The Company has developed proprietary lipid structure formulations
that it is using in the development of a non-antibiotic anti-bacterial
preparation for the treatment of Helicobacter pylori ("H. pylori") infection
in humans. H. pylori was recognized in 1994 by the National Institutes of
Health as a causative agent of peptic ulcer disease, antral gastritis and
certain types of gastric cancer. It is estimated that 30-80 million adults
in the U.S. are infected with H. pylori. Each year the treatment of
complications of H. pylori infections (i.e. peptic ulcer disease) in the 
U.S. alone costs in excess of five billion dollars. Current therapies for the
treatment of H. pylori include the use of antibiotics alone or antibiotics
in combination with drugs that inhibit acid production in the stomach.
Problems associated with such therapies include, but are not limited to,
cost, toxicity, failure to sufficiently eradicate all the bacteria, and
acquired resistance to the antibiotic.

       In 1995 the Company began to test formulations of Helicore(TM) in both
animal studies and human safety studies. Results from studies completed in 1996
were submitted to the FDA. A multiple-dose, dose ranging study which began in
the second quarter of 1997 is currently being completed. Additional pre-clinical
studies on various formulations are still in process.

Vaccine Adjuvants

       Adjuvants are substances that make vaccines more effective. The Company
believes that certain of its organized lipid structures (e.g., Novasome lipid
vesicles and MNPs) may provide effective and safe adjuvant carrier systems for a
variety of vaccines. The Company believes both Novasome lipid vesicles and MNPs
may be used as vaccine adjuvants and protective carriers in a variety of
circumstances, including: (i) encapsulation and protection of delicate antigenic
materials from destruction by the body's normal enzymatic processes; (ii)
encapsulation of toxic materials, such as endotoxins and other potent toxins,
for gradual releases, thereby providing protection of the body from the toxin
while generating an immune response to the toxic antigen; (iii) presentation of
small peptide antigens to elicit a heightened cellular immune response; and (iv)
delivery of genes and other molecules into targeted cells.


                                       7
<PAGE>   11
       The Company has entered into several research contracts to provide
vaccine products, services, and adjuvant technologies. These contracts accounted
for $229,678 of revenue for the nine months ended September 30, 1997.

Patents

       The Company has 45 issued and 8 pending United States patents and 53
issued and 73 pending international patents covering the composition,
manufacture and use of its organized lipid structures and related technologies.

Incorporation and Spin-off

       The Company was incorporated in Delaware in 1987. Its principal executive
offices are currently located at 8320 Guilford Road, Columbia, Maryland. On
December 12, 1995, the Company's former parent, IGI, Inc., distributed its
majority interest in Novavax to the IGI stockholders (the "Distribution").

                               RECENT DEVELOPMENTS

      The primary focus of Novavax is the development of human pharmaceuticals
and drug delivery technologies. Historically, the focus of the Company was on
the development of human vaccines, vaccine adjuvants, drug delivery technologies
(such as ESTRASORB and ANDROSORB) and anti-infective pharmaceuticals (such as
Helicore). Novavax has developed several oral vaccines, two of which (ECOVAX
0157(TM) and Shigella flexneri 2a) completed Phase I human studies. The
Company's three lead product candidates are ESTRASORB(TM), a topical estrogen
cream, ANDROSORB(TM), a topical testosterone cream, and Helicore(TM), an oral
anti-bacterial preparation for the treatment of Helicobacter pylori infections.
These products are in various phases of development. The Company has completed
animal and human safety studies for both ESTRASORB and ANDROSORB and has other
clinical studies underway. Currently, several formulations of Helicore are in
animal and human safety studies.

      Although the Company began development of its pharmaceutical product
candidates later than, and as byproducts of, its vaccine development, its
primary emphasis is now on these pharmaceutical product candidates for the
following reasons:

       -    Much larger potential markets

       -    Lower estimated clinical development costs

       -    Measurements of clinical efficacy are more easily defined

       -    Current financial resources do not permit concurrent development of
            both multiple vaccine and pharmaceutical programs

      Consistent with prudent use of the Company's limited cash resources, the
clinical development programs for both oral active vaccine immunization programs
have been presently suspended in favor of the development of its three lead
pharmaceutical product candidates. The Company submitted clinical study plans
for ESTRASORB, ANDROSORB and Helicore to the FDA in 1997. Those studies are in
various stages of completion. The Company has the potential, dependent upon
future capital, to develop other human pharmaceutical products utilizing its
proprietary drug delivery platform technologies. It has several such products in
various stages of pre-clinical development.


                                       8
<PAGE>   12
Issuance of Series A Custom Convertible Preferred Stock

      On January 23, 1998, the Company entered into Subscription Agreements (the
"Subscription Agreements") with each of the named Selling Stockholders to
effectuate the private placement (the "Private Placement") of 6,500 shares of
the Series A Preferred Stock. The closing of the sale of the Series A Preferred
Stock occurred on January 28, 1998 (the "Issuance Date") at an aggregate
purchase price of $6,500,000. The Company received the proceeds therefor and
paid Diaz & Altschul Capital, LLC a fee of $425,233 in consideration for its
services as placement agent. The Shares being registered hereunder represent
shares underlying the 6,500 shares of the Series A Preferred Stock issued to the
Selling Stockholders pursuant to the Subscription Agreements. The Series A
Preferred Stock, with a purchase price of $1,000 per share, is convertible into
shares of Common Stock at a conversion price equal to (i) during a period of 90
days following the Issuance Date, 100% of the lowest arithmetic average of the
lowest sale price of the Common Stock on each of two consecutive trading days
during the 25 consecutive trading days immediately preceding the conversion date
as reported on the American Stock Exchange (the "Two Day Average Trading Price")
or (ii) during the period on and after the date which is 91 days after the
Issuance Date, 94% of the Two Day Average Trading Price (the "Conversion
Price"). The Conversion Price has a ceiling price of $6.33 per share and,
within the first 180 days after the Issuance Date, applicable floor prices
based on conversion dates.

                                  RISK FACTORS

      In evaluating the Company and its business, prospective investors should
carefully consider the following risk factors in addition to the other
information appearing in or incorporated by reference in this Prospectus.

      Early Stage of Product Development. Novavax has not yet completed the
development of any products and has not begun to generate any revenue from the
commercialization of products. All of Novavax's potential products are in
research, development or early-stage clinical trials. The development of
products, if any, will require significant additional research, development,
preclinical and clinical testing, regulatory approval and investment prior to
commercialization, which may never occur. None of Novavax's pharmaceuticals or
other products is expected to be commercially available for at least several
years.

      Success in the pharmaceuticals market depends on Novavax's ability to
complete satisfactorily the development of pharmaceuticals based on the Novavax
Technologies that will be safe and efficacious and will have benefits not
available in competitive products; and no assurance can be given that it will be
successful in doing so. Novavax's potential products are subject to the risks of
failure inherent in the development of pharmaceutical products based on new
technologies. These risks include the possibilities that Novavax's approach will
not be successful; that any or all of Novavax's potential products will be found
to be unsafe, ineffective or otherwise fail to meet applicable regulatory
standards or receive necessary regulatory clearances; that the potential
products, if safe and effective, will be difficult to develop into commercially
viable products or manufacture on a large scale, be uneconomical to market, or
fail to obtain acceptance by the medical community; that proprietary rights of
third parties will preclude Novavax from marketing such products; or that third
parties will market superior or equivalent products. There can be no assurance
that any of these products will be successfully developed and, whether produced
by Novavax or by its licensees or partners, will meet applicable regulatory
standards, obtain required regulatory approvals, be capable of being produced in
commercial quantities at reasonable costs or be successfully marketed.

      Absence of Revenue from Products. Novavax's future growth will depend on
its ability to commercialize its Novavax Technologies for human pharmaceutical
applications. To date, despite 


                                       9
<PAGE>   13
entering into research contracts to provide vaccine products, services and
adjuvant technologies, Novavax has not generated any revenue from the sale of
pharmaceuticals. During the years ended December 31, 1994, 1995 and 1996 and
the nine months ended September 30, 1997, Novavax incurred net losses of
$5,690,036, $8,494,358, $5,494,985, and $3,482,481 respectively. The losses
have resulted from expenses incurred in the Company's research and development
programs, protection of intellectual property and, to a lesser extent, from
other general, administrative and operating expenses. Novavax expects
cumulative losses will increase in the near-term as it conducts additional
clinical trials and seeks regulatory approval for its product candidates.
Payments from collaborative partners, if any, and investment income are
expected to be the only sources of revenue for the foreseeable future and
revenues from commercial sales of products are not expected for a number of
years, if at all. There can be no assurance that the Company will be successful
in entering into strategic alliances or collaborative arrangements that will
result in significant revenues. Novavax expects to continue to incur
substantial operating losses unless and until such time, if ever, as product
sales, licensing fees and royalty payments generate sufficient revenue to fund
its continuing operations. The time required to reach profitability is highly
uncertain. There can be no assurance that the Company will be able to achieve
profitability on a sustained basis, if at all.

      Additional Financing Requirements and Access to Capital. Novavax will
require substantial funds to continue its research and development, future
preclinical and clinical trials, regulatory approvals, establishment of
commercial-scale manufacturing capabilities, and marketing its products.
Novavax's capital requirements depend on numerous factors, including but not
limited to the progress of its research and development programs, the progress
of preclinical and clinical testing, the time and costs involved in obtaining
regulatory approvals, the cost of filing, prosecuting, defending and enforcing
any patent claims and other intellectual property rights, competing
technological and market developments, changes in Novavax's existing research
relationships, the ability of Novavax to establish collaborative arrangements,
the development of commercialization activities and arrangements, and the
purchase of additional facilities and capital equipment. Novavax estimates that
its existing cash resources, together with the net proceeds of the Private
Placement, will only be sufficient to finance its operations at its current
level for approximately 18-24 months. There can be no assurance, however, that
such estimate will be correct. Novavax will seek to obtain additional funds for
these purposes through public or private equity or debt financings,
collaborative arrangements with pharmaceutical companies or from other sources.
If additional funds are raised by issuing equity securities of Novavax, dilution
to then existing stockholders may result. There can be no assurance that
additional funding or bank financing will be available at all or on acceptable
terms to permit successful commercialization of the Novavax Technologies and
products. If adequate funds are not available, Novavax may be required to
significantly delay, reduce the scope of or eliminate one or more of its
research or development programs, or seek other alternatives to avoid
insolvency, including arrangements with collaborative partners or others that
may require Novavax to relinquish rights to certain of its technologies, product
candidates or products.

      Uncertainty of Patents and Proprietary Rights. Although Novavax has 45
issued and 8 pending United States patents and 53 issued and 73 pending
international patents, its success will depend, in large part, on its ability to
maintain its existing patents, obtain new patents, maintain trade secret
protection and operate without infringing on the proprietary rights of third
parties or having third parties circumvent Novavax's rights. Novavax has U.S.
and foreign patent rights covering its Novavax Technologies, including its
Novamix production equipment. The patent positions of pharmaceutical companies
can be highly uncertain and involve complex legal, scientific and factual
questions. To date, no consistent policy has emerged regarding the breadth of
biotechnology patent claims that are granted by the United States Patent and
Trademark Office or enforced by the Federal courts. Thus, there can be no
assurance that any of Novavax's existing patents will not be challenged or
future patent applications will result in the issuance of patents, that Novavax
will develop additional proprietary products that are patentable, that any
patents issued to Novavax will provide Novavax with any competitive advantages
or will not be challenged by any 


                                       10
<PAGE>   14
third parties, that the patents of others will not impede the ability of Novavax
to do business or that third parties will not be able to circumvent Novavax's
patents. Furthermore, there can be no assurance that others will not
independently develop or duplicate similar technology or products, or, if
patents are issued to Novavax, design around the patents issued to Novavax. The
failure of the Company or its licensors to obtain or maintain patent protection
for the Company's products could have a material adverse effect on the Company.

      Novavax may be required to obtain licenses from third parties to avoid
infringing patents or other proprietary rights. No assurance can be given that
any licenses required under any such patents or proprietary rights would be made
available, if at all, on terms acceptable to Novavax. If Novavax does not obtain
such licenses, it could encounter delays in product introductions, or could find
that the development, manufacture or sale of products requiring such licenses
could be prohibited. In addition, Novavax could incur substantial costs in
defending itself in suits brought against Novavax on patents it might infringe
or in filing suits against others to have such patents declared invalid.

      Some of Novavax's know-how and technology may not be patentable. To
protect its rights, Novavax requires employees, consultants, advisors and
collaborators to enter into confidentiality agreements. There can be no
assurance, however, that these agreements will provide meaningful protection for
Novavax's trade secrets, know-how or other proprietary information in the event
of any unauthorized use or disclosure. Further, Novavax's business may be
adversely affected by competitors who independently develop competing
technologies, especially if Novavax obtains no, or only narrow, patent
protection.

      Technological Change and Competition. The pharmaceutical industry is
subject to rapid and substantial technological change and intense competition.
Competitors of Novavax in the United States and abroad are numerous and include,
among others, both large and small pharmaceutical companies, biotechnology
firms, universities and other research institutions. There can be no assurance
that Novavax's competitors will not succeed in developing technologies and
products that are more effective than any which are being developed by Novavax
or which would render Novavax's technologies and products obsolete or
noncompetitive. Most of these competitors have substantially greater financial
and technical resources and production and marketing capabilities than Novavax.
In addition, many of Novavax's competitors have significantly greater experience
than Novavax in conducting preclinical testing and clinical trials of human
pharmaceuticals and obtaining FDA and other regulatory approvals of products for
use in health care. Accordingly, Novavax's competitors may succeed in obtaining
FDA approval for products more rapidly than Novavax. If Novavax commences
significant commercial sales of any products, it will also be competing with
respect to manufacturing efficiency and marketing capabilities, areas in which
it has limited or no experience.

      Need to Establish Collaborative Commercial Relationships; Dependence on
Partners. Novavax's business strategy for its products is to enter into
strategic alliances or licensing arrangements with corporate partners, primarily
pharmaceutical companies, relating to the development and commercialization of
certain products incorporating the Novavax Technologies for commercialization
outside the United States. There can be no assurance that Novavax will be able
to negotiate acceptable collaborative arrangements, that such collaborations
will be available to Novavax on acceptable terms, that any such relationships,
if established, will be scientifically or commercially successful or that any
collaborative partner will have economic motivation to continue funding provided
for under any such agreements or that such collaboration will be successful.
Novavax expects that under certain of these arrangements, the collaborative
partner will have the responsibility for conducting human clinical trials and
the submission for regulatory approval of the product candidate with the
appropriate regulatory agencies. Should the collaborative partner fail to
develop a marketable product, Novavax's business may be adversely affected.
There can be no assurance that Novavax's collaborative partners will not be
pursuing 


                                       11
<PAGE>   15
alternative technologies either on their own or in collaboration with others,
including Novavax's competitors, as a means for developing treatments for the
diseases targeted by these collaborative programs. Novavax's business also will
be affected by the success of its corporate partners in marketing any
successfully developed products within the geographic areas in which such
partners are granted marketing rights. Novavax may retain manufacturing rights
for some of the products that it develops and licenses pursuant to arrangements
with corporate partners. However, there can be no assurance that Novavax will be
able to retain such rights on acceptable terms, if at all, or that Novavax will
have the ability to produce the quantities of product required under the terms
of such arrangements. Novavax's royalties from sales of products licensed to
collaborators, if any, may be less than the revenues Novavax could have
generated had it commercialized and marketed products itself.

      Attraction and Retention of Key Employees and Scientific Collaborators.
Novavax is highly dependent on the principal members of its scientific and
managerial staff, the loss of whose services could have a material adverse
effect on Novavax. Furthermore, recruiting and retaining qualified scientific
personnel to perform research and development work in the future will also be
critical to Novavax's success. There can be no assurance that Novavax will be
able to attract and retain such personnel on acceptable terms given the
competition among numerous pharmaceutical companies, universities and non-profit
research institutions for experienced scientists. Novavax's anticipated growth
and expansion into areas and activities requiring additional expertise such as
clinical testing, governmental approvals, production and marketing, are expected
to place increased demands on Novavax's resources. These demands are expected to
require the addition of new management personnel and the development of
additional expertise by existing management personnel. The failure to acquire
such services or to develop such expertise could materially adversely affect
Novavax's business.

      Limited Manufacturing Capability. The development and manufacture of
Novavax's products are subject to current good laboratory practices ("GLP") and
good manufacturing practices ("GMP") requirements prescribed by the FDA or other
standards prescribed by the appropriate regulatory agency in the country of use.
Novavax currently has the ability to produce quantities of Novasome lipid
vesicles sufficient to support its current needs. Novavax also has the ability
to produce quantities of its products sufficient to support its current research
and development and early-stage clinical trial needs. However, Novavax will need
to acquire additional manufacturing facilities and improve its manufacturing
technology in order to meet the volume and cost requirements for later clinical
trials and commercial production of its own pharmaceuticals if it elects to do
so. If Novavax decides to establish additional manufacturing facilities, doing
so will require substantial additional funds, the hiring and retention of
significant additional personnel and compliance with extensive regulations
applicable to such facilities. There can be no assurance that Novavax will be
able to obtain or manufacture such products in a timely fashion at acceptable
quality and prices, that it or its suppliers can comply with GLP or GMP, as
applicable, or that it or its suppliers will be able to manufacture an adequate
supply of product. If Novavax relies on collaborators, licensees or contract
manufacturers for the commercial manufacture of its products, the Company will
have only limited control over the commercial manufacturing of its products.
There can be no assurance that Novavax will be able to enter into any such
manufacturing arrangements on acceptable terms, if at all. If the Company is not
able to enter into commercial manufacturing agreements or develop its own
commercial manufacturing capacity, it could encounter delays in introducing its
products into certain markets, or find that the manufacture of its products in
these markets is adversely affected. There can be no assurance that the parties
to the Company's future commercial manufacturing agreements will perform their
obligations as expected, or that any revenue will be derived from these
commercial manufacturing agreements.

      Absence of Sales and Marketing Experience. Novavax expects to
commercialize and sell certain of its products through co-marketing arrangements
with third parties. In addition, Novavax 


                                       12
<PAGE>   16
may build a small targeted direct sales group for products in markets that can
be accessed with a small to medium size sales force, if and when such products
approach FDA marketing approval. To date, though, Novavax has had no experience
in sales, marketing or distribution of its products. In order to market its
products directly, Novavax would need to develop a marketing staff and sales
force with technical expertise. There can be no assurance that Novavax will be
able to build such a marketing staff or sales force, that the cost of
establishing such a marketing staff or sales force will not exceed any product
revenue or that Novavax's direct sales and marketing efforts will be successful.
In addition, if Novavax succeeds in bringing one or more products to market, it
may compete with other companies that currently have extensive and well-funded
marketing and sales operations. There can be no assurance that Novavax's
marketing and sales efforts would compete successfully against such other
companies. To the extent Novavax enters into co-marketing arrangements, any
revenue received by Novavax will be dependent on the efforts of third parties
and there can be no assurance that such efforts will be successful.

      Government Regulation; Uncertainty of Clinical Trials. The production and
marketing of Novavax's products and ongoing research and development activities
are subject to regulation by numerous governmental authorities in the United
States and other countries. Prior to marketing, any human pharmaceuticals
developed by Novavax must undergo rigorous preclinical testing and clinical
trials, as well as an extensive regulatory approval process mandated by the FDA
and foreign regulatory agencies. These processes can take many years and require
the expenditure of substantial resources. The rate of completion of clinical
trials is dependent upon, among other factors, the rate of patient enrollment.
Patient enrollment is a function of many factors, including the size of the
patient population, the nature of the protocol, the Company's ability to manage
the clinical trial, the proximity of patients to clinical sites and the
eligibility criteria for the study. Several factors, such as delays in planned
patient enrollment, may result in increased costs and delays or termination of
clinical trials prior to completion, which could have a material adverse effect
on Novavax. Clinical trials generally must meet requirements for institutional
review board oversight and informed consent, as well as regulatory agency prior
review, oversight and good clinical practice requirements. Data obtained from
preclinical and clinical activities are susceptible to varying interpretations
which could delay, limit or prevent regulatory approval. In addition, delays or
rejections may be encountered based upon changes in the policies of regulatory
authorities for drug approval during the period of product development and
regulatory review of each submitted new drug application or product license
application. Novavax may be required to demonstrate that the proposed product
represents an improved form of treatment over existing therapies. Novavax has
limited experience in conducting and managing the preclinical and clinical
trials necessary to obtain government approvals. There can be no assurance that
the results of such clinical trials will be consistent with the results obtained
in preclinical studies or that the results obtained in later phases of clinical
trials will be consistent with those obtained in earlier phases. A number of
companies in the biopharmaceutical industry have suffered significant setbacks
in advanced clinical trials, even after experiencing promising results in early
animal and human testing. There also can be no assurance that any human
pharmaceutical products will be shown to be safe and efficacious or that
regulatory approval for any such product will be obtained on a timely basis, if
at all. Delays in obtaining regulatory approvals would adversely affect the
marketing of products developed by Novavax and Novavax's ability to receive
product revenue or royalties. Moreover, if regulatory approval of a drug is
granted, such approval is likely to entail limitations on the indicated uses for
which it may be marketed. Further, even if such regulatory approval is obtained,
a marketed drug and its manufacturer are subject to continual review, and
discovery of previously unknown problems with a product or manufacturer may
result in restrictions on such product or manufacturer, including withdrawal of
the product from the market. There can be no assurance that Novavax will be able
to obtain the clearances and approvals necessary for clinical testing or for
manufacturing and marketing its products. Existing or additional government
regulation could prevent or delay regulatory approval of Novavax's products or
affect the pricing or marketing of such products.


                                       13
<PAGE>   17
      Quarterly Fluctuations of Operating Results. Novavax's quarterly operating
results are likely to vary significantly depending on factors such as the timing
of new license agreements, the results of preclinical or clinical trials, the
timing of collaborative agreements for the development of products, the timing
of significant orders and the introduction of products by Novavax. Novavax's
expense levels are based in part on its expectations as to future revenue. If
revenue levels are below expectations, operating results will be adversely
affected. Novavax believes that period-to-period comparisons of its operating
results are not necessarily meaningful and should not be relied upon as
indications of future performance. As a result of the foregoing factors, it is
likely that in some future quarters, Novavax's revenue or operating results will
be below the expectations of public market analysts and investors. In such
event, the price of Novavax's Common Stock could be materially adversely
affected.

      Product Liability. Although Novavax is not currently a party to any
product liability litigation, the testing, manufacturing, marketing and sale of
human medical products entail potential product liability risks, including
claims made by consumers, health care providers, pharmaceutical companies or
others selling such products. There can be no assurance that substantial product
liability claims will not be asserted against Novavax. Novavax currently has
limited product liability coverage for the clinical research use of its product
candidates. Novavax does not have product liability insurance for the commercial
sale of its potential product candidates but intends to obtain such coverage if
and when its products are commercialized. Such insurance, however, is expensive,
difficult to obtain and may not be available in the future on acceptable terms,
or at all. No assurance can be given that product liability insurance can be
maintained in the future at a reasonable cost or in sufficient amounts to
protect Novavax against losses due to liability. An inability to maintain
insurance at an acceptable cost or to otherwise protect against potential
product liability could prevent or inhibit the continued commercialization of
Novavax's products. In addition, a product liability claim in excess of relevant
insurance coverage, if any, or a product recall could have a material adverse
effect on Novavax's business, financial condition and results of operations.

      Hazardous Materials. Novavax's development and commercial activities may
involve the controlled use of hazardous materials, chemicals, viruses, bacteria
and other pathogens. Although Novavax believes that its safety procedures for
handling and disposing of such materials comply with the standards prescribed by
state, federal and local regulations, the risk of accidental contamination or
injury from these materials cannot be completely eliminated. In the event of
such an accident, Novavax could be held liable for any damages that result and
any such liability could exceed the resources of Novavax. The Company may be
required to incur significant costs to comply with environmental laws and
regulations in the future.

      Uncertainty of Third-Party Reimbursement. In both domestic and foreign
markets, the ability of Novavax to commercialize its product candidates will
depend, in part, on the availability of reimbursement from third-party payors,
such as government health administration authorities, private health insurers
and other organizations. Third-party payors are increasingly challenging the
price and cost-effectiveness of medical products. There can be no assurance that
Novavax-developed products will be considered cost effective. Significant
uncertainty exists as to the reimbursement status of newly-approved healthcare
products. There can be no assurance that adequate third-party insurance coverage
will be available for Novavax to establish and maintain price levels sufficient
for realization of an appropriate return on its investment in developing new
therapies. Government and other third-party payors are increasingly attempting
to contain medical costs by limiting both coverage and the level of
reimbursement of new therapeutic products approved for marketing by the FDA and
by refusing, in some cases, to provide coverage for uses of approved products
for disease indications for which the FDA has not granted marketing approval. If
adequate coverage and reimbursement levels are not provided by government or
third-party payors for uses of Novavax's products, the market acceptance of
these products would be 


                                       14
<PAGE>   18
adversely affected, which could have a material adverse effect on Novavax's
business, financial condition and results of operations.

      Uncertainty Related to Medical Reform Measures. There have been a number
of federal and state proposals during the last few years to subject the pricing
of pharmaceuticals to government control and to make other changes to the
medical care system of the United States. It is uncertain what legislative
proposals will be adopted or what actions federal, state or private payors for
medical goods and services may take in response to any medical reform proposals
or legislation. Novavax cannot predict the effect these reforms may have on its
business, and no assurance can be given that any such reforms will not have a
material adverse effect on Novavax.

      Volatility of Stock Price; Possible Delisting; Absence of Dividends. The
market prices for securities of biotechnology and pharmaceutical companies,
including Novavax, have historically been highly volatile, and it is likely that
the market price of Novavax Common Stock will continue to be highly volatile.
Since its listing on the American Stock Exchange ("AMEX"), the closing price of
the Novavax Common Stock on the American Stock Exchange (the "AMEX") has ranged
between a low of $3.00 per share and a high of $8.13 per share. Announcements of
technological innovations or new commercial products by Novavax or its
competitors, regulatory developments, disputes concerning patent or proprietary
rights, publicity regarding actual or potential medical results relating to
products under development by Novavax or its competitors, public concern as to
the safety of Novavax's products, and economic and other external factors
unrelated to Novavax's business or operations, as well as period-to-period
fluctuations in financial results, may have a significant impact on the market
price of Novavax Common Stock.

      Novavax Common Stock is currently traded on the AMEX. A failure to
continue to meet the AMEX's maintenance requirements may result in a delisting
of the Novavax Common Stock. In particular, Novavax may have difficulty
maintaining the minimum market capitalization requirements of the AMEX because
such capitalization is dependent on the price at which the shares of Novavax
Common Stock trade from time to time. The liquidity of delisted securities,
which would probably trade in the over-the-counter markets, may be impaired, not
only in the number of shares that could be bought or sold, but also through
delays in the timing of transactions, reductions in security analysts' and the
news media's coverage of Novavax, and lower prices than might otherwise be
attained.

      Novavax has never paid cash dividends on the Novavax Common Stock and does
not anticipate paying any cash dividends in the foreseeable future.

      Dilution. As of December 31, 1997, there were outstanding stock options
for an aggregate of 3,414,637 shares of Novavax Common Stock at a weighted
average exercise price of $3.34 per share. In addition, as of December 31,
1997, there were outstanding warrants to purchase an aggregate of 1,300,000
shares of Novavax Common Stock at a weighted average exercise price of $6.80
per share. The Private Placement also resulted in the adjustment to the number
and exercise price of shares subject to the warrants described herein, which
effect cannot be determined because the adjustment is based on a market price
formula dependent upon the time the Series A Preferred Stock is converted
and/or the time the warrant is exercised. Investors purchasing shares of
Novavax Common Stock in this offering may incur dilution to the extent that the
outstanding options and warrants are exercised.
                       
      Potential Conflicts of Interest. Dr.Hager, a director and Chairman of the
Board and former Chief Executive Officer of Novavax, serves as a director and as
Chairman of the Board and Chief Executive Officer of IGI. In addition, Dr.
Hager's wife, Jane E. Hager, serves as a director of both Novavax and IGI. Dr.
Hager and Mrs. Hager constitute two out of the nine members of the Novavax Board
of Directors. The presence of individuals serving in decision-making roles in
both companies may affect the ability of each company to receive the best arms'
length result in 


                                       15
<PAGE>   19
transactions between the two companies as well as the ability of the officers
and directors to act in the best interests of both companies.

      Novavax and IGI have entered into a variety of intercompany agreements,
the terms of which were unilaterally established by IGI. In connection with the
Distribution, IGI paid Novavax $5,000,000 in return for a fully paid-up ten-year
license entitling it to the exclusive use of the Novavax Technologies in certain
fields. IGI has the option, exercisable in the last year of the ten-year term,
to extend the License Agreement for an additional ten-year period for
$1,000,000. Novavax retains the right to use its Novavax Technologies for all
other applications, including most human pharmaceuticals. Novavax has agreed in
a Tax Matters Agreement to use its best efforts not to engage in certain actions
("Post-Distribution Acts") which could render the Distribution taxable. If the
Distribution is rendered taxable as a result of a Post-Distribution Act, then
(x) the corporate level taxable gain would be recognized by the consolidated
group of which IGI is the parent, (y) both IGI, as parent of that group, and
Novavax as a former member of that group, would be severally liable for the
corporate level tax on such gain and (z) each holder of IGI Common Stock who
received shares of Novavax Common Stock in the Distribution would be treated as
having received a taxable dividend. In addition, under a Transition Services
Agreement, IGI provided certain administrative services to Novavax prior to June
30, 1996 and was paid $230,000 for such services rendered.

      Anti-takeover Provisions. Novavax's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation"), requires that any action
required or permitted to be taken by stockholders of Novavax must be effected at
a duly called annual or special meeting of stockholders and may not be effected
by any consent in writing, and will require reasonable advance notice by a
stockholder of a proposal or director nomination which such stockholder desires
to present at any annual or special meeting of stockholders. Special meetings of
stockholders may be called only by the Chief Executive Officer or, if none, the
President of Novavax or the Board of Directors. The Certificate of Incorporation
provides for a classified Board of Directors, and members of the Board of
Directors may be removed only for cause upon the affirmative vote of holders of
at least two-thirds of the shares of capital stock of Novavax entitled to vote.
Novavax's By-Laws provide that, during any time in which the directors of
Novavax who are affiliated with IGI shall constitute at least half of the
membership of the Novavax Board of Directors, any matter requiring approval of
the Novavax Board of Directors shall be subject to the approval of not less than
two-thirds of the directors.

      The Board of Directors also has the authority, without further action by
the stockholders, to fix the rights and preferences of, and issue shares of,
Preferred Stock, as evidenced by the purchase and sale of the Series A 
Preferred Stock. Furthermore, the Certificate of Designations of the Series A
Preferred Stock requires the affirmative vote of the holders of a majority (and
in some instances the unanimous vote) of outstanding shares of the Series A
Preferred Stock, voting separately as a class, for any amendments or
modifications to the Certificate of Incorporation which would materially and
adversely affect the powers, preferences and rights of the Series A Preferred
Stock or create and issue senior dividend or senior liquidation stock. These
provisions, and other provisions of Novavax's Certificate of Incorporation and
By-Laws, may have the effect of deterring hostile takeovers or delaying or
preventing changes in control or management of Novavax, including transactions
in which stockholders might otherwise receive a premium for their shares over
then current market prices. In addition, these provisions may limit the ability
of stockholders to approve transactions that they may deem to be in their best
interests.


                              SELLING STOCKHOLDERS

      The following table sets forth certain information with respect to the
Selling Stockholders, including (i) the name of the Selling Stockholders, (ii)
the number of shares of Common Stock owned by the Selling Stockholders prior to
the offering and (iii) the maximum number of shares of 


                                       16
<PAGE>   20
such Common Stock to be offered hereby. Because the Selling Stockholders may
offer and sell all or a portion or none of the Common Stock offered pursuant to
this Prospectus, no estimate can be given as to the amount of Common Stock that
will be held by the Selling Stockholders upon termination of the offering. See
"Plan of Distribution."

      The Shares being offered hereby by the Selling Stockholders may be
acquired, from time to time, upon the conversion of 6,500 shares of the Series A
Preferred Stock which were acquired by them from the Company in the Private
Placement. This Prospectus covers the resale by the Selling Stockholders of the
Shares consisting of up to approximately 2,206,350 shares, plus, in accordance
with Rule 416 under the Securities Act, such presently indeterminate number of
additional shares as may be issuable upon conversion of the Series A Preferred
Stock by reason of stock splits, stock dividends and other similar
transactions, including fluctuations in the conversion price of the Series A
Preferred Stock. The offer and sale by the Company of the Series A Preferred
Stock pursuant to the Subscription Agreements were made pursuant to an
exemption from registration under Section 4(2) of the Securities Act. See
"Recent Developments." 

      The Shares covered by this Prospectus may be offered from time to time by
the Selling Stockholders named below and the transferees, pledgees, donees and
other successors thereof described under "Plan of Distribution":

<TABLE>
<CAPTION>
                                  Number of Shares Beneficially   Maximum Number of
Name of Selling Stockholder       Owned Prior to Offering (1)(2)  Shares Being Offered (2)
---------------------------       ------------------------------  ------------------------
<S>                               <C>                             <C>      
Delta Opportunity Fund, Ltd. (3)           1,272,894                    1,272,894
Olympus Securities, Ltd. (4)                 373,382                      373,382
Nelson Partners (4)                          305,495                      305,495
OTATO Limited Partnership (5)                254,579                      254,579
                                           ---------                    ---------
Total                                      2,206,350                    2,206,350
</TABLE>

----------
(1) Pursuant to the Company's Certificate of Designation of the Series A
Preferred Stock, no Selling Stockholder can convert Series A Preferred Stock to
the extent such conversion would increase such Selling Stockholder's beneficial
ownership of the Common Stock (other than shares so owned through ownership of
the Series A Preferred Stock) to an amount in excess of 4.9%.

(2) Represents each Selling Shareholder's pro rata portion (based on their
ownership of Series A Preferred Stock) of the 2,206,350 shares of Common Stock
being registered hereby. The 2,206,350 shares of Common Stock represent
approximately 1,508,120 shares which would be issuable to the Selling
Stockholders upon conversion of all of the Series A Preferred Stock assuming a
conversion price of $4.31 (which represents 94% of the Two Day Average
Trading Price during the 25 trading days prior to February 17, 1998 and is
subject to fluctuations from time to time based on changes in the market price
of the Common Stock) plus an additional 698,230 shares to equal the amount
required to be registered by the Company pursuant to the Subscription
Agreements.  Does not include an indeterminate number of additional shares of
Common Stock as may from time to time become issuable upon conversion of the
Series A Preferred Stock by reason of stock splits, stock dividends and other
similar transactions, which shares are registered hereunder pursuant to Rule
416 under the Securities Act.
                                
(3) Diaz & Altschul Advisors, LLC, a New York limited liability company ("D&A
Advisors"), serves as investment advisor to Delta Opportunity Fund, Ltd.
("Delta") and may be deemed to share beneficial ownership of the Shares
beneficially owned by Delta by reason of shared power to dispose of the Shares
beneficially owned by Delta. D&A Advisors disclaims beneficial ownership of the
Shares beneficially owned by Delta.

(4) Citadel Limited Partnership is the managing general partner of Nelson
Partners ("Nelson"), and the trading manager of Olympus Securities, Ltd.
("Olympus") and consequently has voting control and investment discretion over
securities held by both Nelson and Olympus. The ownership information for Nelson
does not include the Shares owned by Olympus and the ownership information for
Olympus does not include the Shares owned by Nelson.









                                       17
<PAGE>   21
(5) An affiliate of OTATO Limited Partnership serves as a trading consultant to
Delta and may be deemed to share beneficial ownership of the Shares beneficially
owned by such Selling Stockholder by reason of sharing power to dispose of the
Shares beneficially owned by such Selling Stockholder. Such affiliate disclaims
beneficial ownership of such Shares.


                                 USE OF PROCEEDS

      The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.

                              PLAN OF DISTRIBUTION

      The Company has filed with the Commission the Registration Statement, of
which this Prospectus forms a part, with respect to the resale of the Shares
from time to time by the Selling Stockholders in open market or privately
negotiated transactions. Pursuant to the Subscription Agreements for the
purchase and sale of the Series A Preferred Stock, the Company has agreed to
keep the Registration Statement effective until the earlier of (i) the date on
which no Selling Stockholder holds, or has any right to acquire, any of the
shares of Common Stock offered hereby and (ii) the date which is three years
from the Issuance Date. The Company intends to deregister any of the Shares not
sold by the Selling Stockholders at the end of such period.

      The Company has been advised that the Selling Stockholders may sell the
Shares from time to time in transactions on the AMEX, in the over-the-counter
market, in negotiated transactions, or a combination of such methods of sale, at
fixed prices which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Stockholders may effect such transactions by selling the
Shares to or through broker-dealers, including block trades in which brokers or
dealers will attempt to sell the Shares as agent but may position and resell
the block as principal to facilitate the transaction, or in one or more
underwritten offerings on a firm commitment or best efforts basis. Sales of
Selling Stockholders' Shares may also be made pursuant to Rule 144 under the
Securities Act, where applicable.

      To the extent required under the Securities Act, the aggregate amount of
Selling Stockholders' Shares being offered and the terms of the offering, the
names of any such agents, brokers, dealers or underwriters and any applicable
commission with respect to a particular offering will be set forth in an
accompanying Prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the Shares may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of the Shares for whom such underwriters or
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular underwriter or broker-dealer might be in
excess of customary commissions). The Selling Stockholders will be responsible
for all brokerage commissions and other amounts payable with respect to any sale
of Shares with respect to such Selling Stockholders and any legal, accounting or
other expenses incurred.

      From time to time, one or more of the Selling Stockholders may pledge,
hypothecate or grant a security interest in some of all of the Shares owned by
them, and the pledgees, secured parties or person to whom such securities have
been hypothecated shall, upon foreclosure in the event of default, be deemed to
be Selling Stockholders hereunder. In addition, a Selling Stockholder may, from
time to time, sell short the Common Stock of the Company, and in such instances,
this Prospectus may be delivered in connection with such short sales and the
Shares offered hereby may be used to cover such short sales.

      From time to time, one or more of the Selling Stockholders may transfer,
pledge, donate or assign such Selling Stockholders' Shares to lenders or others
and each of such persons will be deemed to be a "Selling Stockholder" for
purposes of this Prospectus. The number of Selling 


                                       18
<PAGE>   22
Stockholders' Shares beneficially owned by those Selling Stockholders who so
transfer, pledge, donate or assign Selling Stockholders' Shares will decrease as
and when they take such actions. The plan of distribution for Selling
Stockholders' Shares sold hereunder will otherwise remain unchanged, except that
the transferees, pledgees, donees or other successors will be Selling
Stockholders hereunder.

      A Selling Stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the Common
Stock in the course of hedging the position they assume with such Selling
Stockholder, including, without limitation, in connection with distributions of
the Common Stock by such broker-dealers. A Selling Stockholder may also enter
into options or other transactions with broker-dealers that involve the delivery
of the Common Stock to the broker-dealers, who may then resell or otherwise
transfer such Common Stock. A Selling Stockholder may also loan or pledge the
Common Stock to a broker-dealer and the broker-dealer may sell the Common Stock
so loaned or, upon a default, may sell or otherwise transfer the pledged Common
Stock.

      In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

      The Selling Stockholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters," as such term is
defined in the Securities Act, and any commissions received by them or profit on
any resale of the Shares might be deemed to be underwriting discounts and
commissions under the Securities Act.

      Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the Shares may not bid for or purchase shares of
Common Stock during a period which commences one business day (5 business days,
if the Company's public float is less than $25 million or its average daily
trading volume is less than $100,000) prior to such person's participation in
the distribution, subject to exceptions for certain passive market making
activities. In addition and without limiting the foregoing, each Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including without limitation, Regulation M,
which provisions may limit the timing of purchases and sales of shares of the
Company's Common Stock by such Selling Stockholder.

      Pursuant to the Subscription Agreements, the Company agreed to register
the Shares under the Securities Act and to indemnify and hold the Selling
Stockholders harmless against certain liabilities, including certain liabilities
under the Securities Act, that could arise in connection with the sale by the
Selling Stockholders of the Shares. The Company has agreed to bear certain
expenses (other than selling commissions) in connection with the registration
and sale of the Shares being offered by the Selling Stockholders, estimated to
be $34,000.


                                  LEGAL MATTERS

      Certain legal matters with respect to the shares of Common Stock offered
hereby have been passed upon by White & McDermott, P.C., 65 William Street,
Suite 209, Wellesley, Massachusetts 02181. David A. White, a shareholder of such
firm, owns 10,000 shares of the Common Stock and is the Secretary of the
Company.


                                       19
<PAGE>   23
                                     EXPERTS

      The consolidated balance sheets as at December 31, 1996 and 1995, and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for each of the three years in the period ended December 31,
1996, incorporated by reference into this Prospectus, have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 given on the authority of that firm as experts in
accounting and auditing.

                                 INDEMNIFICATION

      Article NINTH of the Company's Restated Certificate of Incorporation
provides that a director or officer of the Company (a) shall be indemnified by
the Company against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the Company)
brought against him by virtue of his position as a director or officer of the
Company if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and (b) shall be indemnified by the Company against all
expenses (including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Company brought against him
by virtue of his position as a director or officer of the Company if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Company, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to the Company, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Company against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, provided that he undertakes to repay the
amount advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

      Indemnification is required to be made unless the Company determines that
the applicable standard of conduct required for indemnification has not been
met. In the event of a determination by the Company that the director or officer
did not meet the applicable standard of conduct required for indemnification, or
if the Company fails to make an indemnification payment within 60 days after
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Company notice of the action for which
indemnity is sought and the Company has the right to participate in such action
or assume the defense thereof.

      Article NINTH of the Company's Restated Certificate of Incorporation
further provides that the indemnification provided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Company
must indemnify those persons to the fullest extent permitted by such law as so
amended.

      Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a 


                                       20
<PAGE>   24
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful, provided that, in the case
of actions brought by or in the right of the corporation, no indemnification
shall be made with respect to any matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.

      The Company maintains insurance under which the insurers will reimburse
the Company for amounts that it has paid to its directors and officers as
indemnification for claims against such persons in their official capacities.
The insurance also covers such persons as to amounts paid by them as a result of
claims against them in their official capacities that are not reimbursed by the
Company. The insurance is subject to certain limitations and exclusions.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.


                                       21
<PAGE>   25
      NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.  THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.

                      ------------------------------------

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Incorporation of Certain Documents by Reference ..........................    3
Available Information ....................................................    3
Special Note Regarding Forward-Looking Statements ........................    4
The Company ..............................................................    4
Recent Developments ......................................................    8
Risk Factors .............................................................    9
Selling Stockholders .....................................................   16
Use of Proceeds ..........................................................   18
Plan of Distribution .....................................................   18
Legal Matters ............................................................   19
Experts ..................................................................   20
Indemnification ..........................................................   20

                      ------------------------------------

                                  NOVAVAX, INC.
                        2,206,350 SHARES OF COMMON STOCK
                                   PROSPECTUS
<PAGE>   26
                                     PART II
                INFORMATION NOT REQUIRED IN PROSPECTUS - FORM S-3

Item 14.  Other Expenses of Issuance and Distribution.

      The expenses to be borne by the Company in connection with this offering
are as follows:

<TABLE>
<S>                                                                 <C>       
      SEC Registration Fee......................................    $ 3,312.94

      AMEX Listing Fee..........................................     17,500.00

      Legal Services and Expenses...............................      8,500.00*

      Accounting Services and Expenses..........................      3,500.00*

      Miscellaneous expenses....................................      1,187.06*
                                                                   -----------

            Total ..............................................   $ 34,000.00*
</TABLE>

----------
*Estimated

Item 15.  Indemnification of Directors and Officers.

      Article NINTH of the Company's Restated Certificate of Incorporation
provides that a director or officer of the Company (a) shall be indemnified by
the Company against all expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the Company)
brought against him by virtue of his position as a director or officer of the
Company if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful and (b) shall be indemnified by the Company against all
expenses (including attorneys' fees) and amounts paid in settlement incurred in
connection with any action by or in the right of the Company brought against him
by virtue of his position as a director or officer of the Company if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Company, except that no indemnification shall be made
with respect to any matter as to which such person shall have been adjudged to
be liable to the Company, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Company against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, provided that he undertakes to repay the
amount advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.

      Indemnification is required to be made unless the Company determines that
the applicable standard of conduct required for indemnification has not been
met. In the event of a determination by the Company that the director or officer
did not meet the applicable standard of conduct required for indemnification, or
if the Company fails to make an indemnification payment within 60 days after
such payment is claimed by such person, such person is permitted to petition the
court to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of indemnification,
the director or officer must give the Company notice of the action for which
indemnity is sought and the Company has the right to participate in such action
or assume the defense thereof.
<PAGE>   27
      Article NINTH of the Company's Restated Certificate of Incorporation
further provides that the indemnification prided therein is not exclusive, and
provides that in the event that the Delaware General Corporation Law is amended
to expand the indemnification permitted to directors or officers the Company
must indemnify those persons to the fullest extent permitted by such law as so
amended.

      Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful, provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

      The Company maintains insurance under which the insurers will reimburse
the Company for amounts that it has paid to its directors and officers as
indemnification for claims against such persons in their official capacities.
The insurance also covers such persons as to amounts paid by them as a result of
claims against them in their official capacities that are not reimbursed by the
Company. The insurance is subject to certain limitations and exclusions.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

Item 16.  Exhibits.

      See Exhibit Index, incorporated herein by reference.

Item 17.  Undertakings.

      (a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

      (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

      (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
<PAGE>   28
      (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
<PAGE>   29
                                   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 on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbia, Maryland, on February 17, 1998.

                                    NOVAVAX, INC.



                                    By: /s/ Richard F. Maradie
                                        ------------------------------
                                        Richard F. Maradie
                                        Chief Executive Officer

                                POWER OF ATTORNEY

      We, the undersigned officers and directors of Novavax, Inc., hereby
severally constitute and appoint Richard F. Maradie and David A. White, and each
of them singly, our true and lawful attorneys-in-fact, with full power to them
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

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

   Name                             Title                          Date
   ----                             -----                          ----

/s/ Richard F. Maradie         Director and Chief Executive    February 17, 1998
    Richard F. Maradie         Officer


/s/ Brenda L. Fugagli          Vice President, Finance and     February 17, 1998
    Brenda L. Fugagli          Chief Financial Officer


/s/ Wayne A. Downing           Director                        February 17, 1998
    Wayne A. Downing



/s/ Edward B. Hager            Director                        February 17, 1998
    Edward B. Hager



/s/ Jane E. Hager              Director                        February 17, 1998
    Jane E. Hager
<PAGE>   30
/s/ Mitchell J. Kelly          Director                        February 17, 1998
    Mitchell J. Kelly


/s/ J. Michael Lazarus         Director                        February 17, 1998
    J. Michael Lazarus


/s/ John O. Marsh, Jr.         Director                        February 17, 1998
    John O. Marsh, Jr.


                               Director                        February 17, 1998
    Ronald A. Schiavone


/s/ Ronald H. Walker           Director                        February 17, 1998
    Ronald H. Walker
<PAGE>   31
                                  EXHIBIT INDEX

      The exhibits marked with an asterisk are filed herewith. The remainder of
the exhibits have heretofore been filed with the Commission and are incorporated
herein by reference.

                                                                            Page
                                                                            ----

4.1   Restated Certificate of Incorporation of the Registrant.
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement File No. 0-26770 filed September 14, 1995
on Form 10 (the "Registration Statement").)

4.2*  Certificate of Designations of Series A Custom Convertible 
Preferred Stock of the Registrant filed with the Delaware Secretary 
of State on January 28, 1998.

4.3   Restated By-laws of Registrant. (Incorporated by reference 
to Exhibit 3.2 to the Registration Statement.)

4.4   Specimen stock certificate for shares of Common Stock, par 
value $.01 per share. (Incorporated by reference to Exhibit 4.1 
to the Registration Statement.)

4.5*  Form of Subscription Agreement dated January 23, 1998
between Novavax, Inc. and each of four named Selling Stockholders.

5.1*  Opinion and Consent of White & McDermott, P.C.

23.1* Consent of Coopers & Lybrand L.L.P., Independent
Accountants.

23.2* Consent of White & McDermott, P.C. (Contained in its opinion 
filed as Exhibit 5.1 to this Registration Statement.)

24.1* Power of Attorney. (Included in the signature pages hereto.)

