<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


             For Quarter Ended               Commission File No.
            SEPTEMBER 30, 1998                      0-26770
            ------------------                      -------   


                                  NOVAVAX, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)


                DELAWARE                                  22-2816046
                --------                                  ----------
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                 Identification No.)


           8320 GUILFORD ROAD, COLUMBIA, MD                21046
           --------------------------------                -------
       (Address of principal executive offices)           (Zip code)


                                 (301) 854-3900
                                 --------------
               Registrant's telephone number, including area code


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes  X    No
                                    ---      ---

The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:

                  Common Shares Outstanding at November 6, 1998


                                   13,249,319


<PAGE>   2



                         NOVAVAX, INC AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS







<TABLE>
<CAPTION>


                                                                       SEPTEMBER 30,                DECEMBER 31,
                                                                           1998                         1997
                                                                           ----                         ----
                                                                        (unaudited)

<S>                                                                   <C>                          <C>
ASSETS

Current Assets:
        Cash and cash equivalents                                       $  7,217,107                $  3,847,107
        Accounts receivable                                                  118,504                     217,150
        Receivable from former parent                                              -                      32,835
        Prepaid expenses and other current assets                             36,360                     205,952
                                                                        ------------                ------------

               Total current assets                                        7,371,971                   4,303,044
                                                                        ------------                ------------

        Property and equipment                                             1,677,399                   1,428,638
               Accumulated depreciation                                     (642,416)                   (539,463)
                                                                        ------------                ------------
Property and equipment, net                                                1,034,983                     889,175
Patent costs, net of accumulated amortization of
        $644,811 and $549,397 in 1998 and 1997,                            1,559,464                   1,573,454
        respectively
Other assets                                                                  16,960                      57,598
                                                                        ------------                ------------
               Total assets                                             $  9,983,378                $  6,823,271
                                                                        ============                ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
        Capital lease obligations, current portion                      $     32,230                $     10,744
        Accounts payable                                                     137,651                     237,884
        Accrued payroll                                                       42,178                      40,010
                                                                        ------------                ------------
               Total current liabilities                                     212,059                     288,638

        Capital lease obligations, less current portion                       17,279                      12,863
                                                                        ------------                ------------
               Total liabilities                                             229,338                     301,501
                                                                        ------------                ------------

Stockholders' Equity:
        Preferred stock, $.01 par value, 2,000,000
               shares authorized; 6,500 designated as Series A
               Custom Convertible Preferred Stock; 4,990 shares
               issued and outstanding at September 30, 1998; none
               issued and outstanding at December 31, 1997.                
                                                                           5,997,599                           -

        Common stock, $.01 par value, 30,000,000
               shares authorized; 13,249,277 issued and 13,245,890
               outstanding at September 30, 1998; 12,031,757
               issued and 12,012,013 shares outstanding at
               December 31, 1997                                             121,724                     120,318
        Additional paid-in capital                                        38,187,017                  37,853,395
        Accumulated deficit                                              (34,515,774)                (31,342,780)
        Deferred compensation on stock options granted                       (17,898)                    (25,620)
        Treasury stock, 3,387 and 19,744 shares at
               September 30, 1998 and December 31, 1997,
               cost basis                                                    (18,628)                    (83,543)
                                                                        ------------                ------------
               Total stockholders' equity                                  9,754,040                   6,521,770
                                                                        ------------                ------------

               Total liabilities and stockholders' equity               $  9,983,378                $  6,823,271
                                                                        ============                ============

</TABLE>




        The accompanying notes are an integral part of the consolidated
                              financial statements.


                                       1





<PAGE>   3



                         NOVAVAX, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)



<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED SEPTEMBER 30,     NINE MONTHS ENDED SEPTEMBER 30,
                                                              1998               1997            1998                1997
                                                              ----               ----            ----                ----
<S>                                                     <C>                  <C>             <C>                 <C>
Revenues:
       Contract revenue                                  $   198,692         $    79,944     $   523,411         $   229,678
                                                         -----------         -----------     -----------         -----------
Operating expenses:
       General and administrative                            627,947             613,898       1,889,263           1,857,719
       Research and development                              856,530             670,669       2,124,528           2,033,126
                                                         -----------         -----------     -----------         -----------
              Total operating expenses                     1,484,477           1,284,567       4,013,791           3,890,845
                                                         -----------         -----------     -----------         -----------

       Loss from operations                               (1,285,785)         (1,204,623)     (3,490,380)         (3,661,167)

Interest income, net                                         105,227              65,707         317,386             178,686
                                                         -----------         -----------     -----------         -----------

Net loss                                                  (1,180,558)         (1,138,916)     (3,172,994)         (3,482,481)

Preferred stock deemed dividend                                  -                   -          (455,048)                -

Net loss applicable to common stockholders               $(1,180,558)        $(1,138,916)    $(3,628,042)        $(3,482,481)
                                                         ===========         ===========     ===========         ===========

Net loss per common share (basic and diluted):           $     (0.10)        $     (0.10)    $     (0.30)        $     (0.30)
                                                         ===========         ===========     ===========         ===========

Weighted average number of common shares
outstanding (basic and diluted)                           12,337,366          11,900,529      12,157,128          11,558,594
                                                         ===========         ===========     ===========         ===========

</TABLE>



        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       2



<PAGE>   4


                         NOVAVAX, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                  (unaudited)





<TABLE>
<CAPTION>
                                                                                             1998                        1997
                                                                                             ----                        ----
<S>                                                                                     <C>                        <C>
Cash flows from operating activities:                                                                     
  Net loss                                                                                 $(3,172,994)              $(3,482,481)
    Reconciliation of net loss to net cash used by operating activities:                                  
         Noncash compensation expense                                                            7,722                   433,232
         Depreciation and amortization                                                         198,367                   206,234
         Issuance of stock to 401(k) plan                                                       15,165                     2,499
         Changes in operating assets and liabilities:                                                     
           Accounts receivable                                                                  98,646                   (11,382)
           Prepaid expenses and other assets                                                   210,230                   136,745
           Payable to/receivable from former parent                                             32,835                    (6,176)
           Accounts payable and accrued expenses                                               (98,315)                 (353,318)
                                                                                           -----------               -----------
                                                                                                          
                                                                                                          
           Net cash used by operating activities                                            (2,708,344)               (3,074,647)
                                                                                           -----------               -----------
                                                                                                          
Cash flows from investing activities:                                                                     
  Proceeds from the sale of marketable securities                                                  -                     500,820
  Capital expenditures                                                                        (198,416)                  (42,577)
  Deferred patent costs                                                                        (81,424)                 (111,536)
                                                                                           -----------               -----------
                                                                                                          
           Net cash  (used by) provided by investing activities                               (279,840)                  346,707
                                                                                           -----------               -----------
                                                                                                          
Cashflow from financing activities:                                                                       
  Payment of capital lease obligations                                                         (24,443)                   (8,294)
  Proceeds from the private placement of preferred stock                                     5,997,599                       -
  Proceeds from the private placement of common stock                                           50,000                 5,002,718
  Proceeds from the exercise of options                                                        335,028                    96,282
                                                                                           -----------               -----------
                                                                                                          
           Net cash provided by financing activities                                         6,358,184                 5,090,706
                                                                                           -----------               -----------
                                                                                                          
Net change in cash and cash equivalents                                                      3,370,000                 2,362,766
Cash and cash equivalents at beginning of the period                                         3,847,107                 2,481,258
                                                                                           -----------               -----------
                                                                                                          
Cash and cash equivalents at end of the period                                             $ 7,217,107               $ 4,844,024
                                                                                           ===========               ===========
</TABLE>


        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       3





<PAGE>   5


                         NOVAVAX, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)




1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of
Novavax and its wholly owned subsidiaries, Micro-Pak, Inc., Micro Vesicular
Systems, Inc. and Lipovax, Inc. All significant intercompany accounts and
transactions have been eliminated. These statements have been prepared by
Novavax, Inc.  and have not been audited, pursuant to the rules and regulations
of the Securities and Exchange Commission, and reflect all adjustments, which,
in the opinion of management, are necessary for a fair presentation of the
results for the interim periods presented.  All such adjustments are of a
normal recurring nature.

Certain information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
has been condensed or omitted pursuant to such rules and regulations, although
the Company believes the disclosures are adequate to make the information
presented not misleading.  It is suggested that these financial statements are
read in conjunction with the financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997.

Certain amounts for the 1997 year period have been reclassified to conform and
to be consistent with the 1998 presentation.

2. Net Loss Per Share

Basic earnings per share are computed by dividing the net loss available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per share are computed by dividing net
earnings available to common stockholders by the weighted average number of
common shares outstanding after giving effect to all potentially dilutive
common shares that were outstanding during the period.

Potential dilutive common shares are not included in the computation of diluted
earnings per share if they are antidilutive.  Net loss per share as reported
was not adjusted for potential common shares, as they are antidilutive.

3. New Accounting Standards

The Financial Accounting Standards Board has issued a new standard that became
effective in reporting periods beginning after December 15, 1997.  SFAS No.
130, Reporting Comprehensive Income, requires additional reporting with respect
to certain changes in assets and liabilities that previously were not required
to be reported as results of operations for the period.  The Company's adoption
of SFAS No. 130 resulted in no additional reporting as the Company has no other
items of comprehensive income or loss.

                                       4


<PAGE>   6




                         NOVAVAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)




The Financial Accounting Standards Board has issued a new standard SFAS No.
131, Disclosures about Segments of an Enterprise and Related Information, which
became effective for reporting periods beginning after December 15, 1997.
Interim reporting is not required under SFAS No. 131 prior to adoption.  SFAS
No. 131 requires financial and descriptive information with respect to
"operating segments" of an entity based on the way management disaggregates the
entity for making internal operating decisions.  The Company will begin making
the disclosures required by SFAS No. 131, if any, with financial statements for
the period ending December 31, 1998. There will be no financial impact from the
adoption of SFAS No. 131 as the standard affects disclosure only.

The Financial Accounting Standards Board has issued a new standard that becomes
effective in reporting periods beginning after June 15, 1999. SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, requires that
every derivative instrument be recorded in the balance sheet as either an asset
or liability measured at its fair value.  The statement requires that changes
in the derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met.  The Company believes that the effect, if any, of
the adoption of SFAS No. 133 will not be material.

4. Employee Benefit Plan

Effective January 1, 1997, the Company established the Novavax, Inc. 401(k)
Profit Sharing Plan (the "Plan").  The Plan is a discretionary defined
contribution plan and covers all employees who were employed by the Company on
or after January 1, 1997 and who have completed three months of service to the
Company.  Under the provisions of the Plan, employees may contribute up to
$10,000 of their annual base compensation on the tax-deferred basis.  The Board
of Directors determines the Company's matching contribution in any year.  As of
September 30, 1998 and 1997, the Company expensed contributions of Company
stock valued at $15,165 and $11,311, respectively.

5. Financing Transactions

On February 10, 1997, Novavax signed a definitive agreement to privately place
1,200,000 common shares with Anaconda Opportunity Fund L.P.  Novavax also
granted warrants to purchase additional 600,000 shares at a price of $6.00 per
share and 600,000 shares at a price of $8.00 per share.  The warrants have a
three-year term. The transaction was closed on March 14, 1997 at an aggregate
price of $5,100,000.  Proceeds net of all related transaction costs were
$5,002,718.

On January 23, 1998, the Company entered into Subscription Agreements to
effectuate the private placement of 6,500 shares of the Series A Custom
Convertible Preferred Stock (Preferred Stock). The sale of the Preferred Stock
closed on January 28, 1998 at an aggregate purchase price of $6,500,000 with
net proceeds of $5,997,599.







                                       5

<PAGE>   7





                         NOVAVAX, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)




6. Subsequent Events

On October 1, 1998 the Company entered into agreements to repurchase the
remaining Preferred Stock.  This transaction was closed on October 16, 1998 and
the Company repurchased the outstanding balance of $4,978,153 at par ($1,000
per share) plus accrued interest of five percent per annum.  The repurchase was
funded with cash balances on hand at October 16, 1998.  Prior to the
repurchase, $1,521,847 of the original $6,500,000 had been converted into
1,043,956 common shares.







                                       6

<PAGE>   8
                         NOVAVAX, INC. AND SUBSIDIARIES
 
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS



The following discussion may contain statements that are not purely historical.
Certain statements contained herein 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. Forward-looking
statements include but are not limited to statements regarding Year 2000
readiness, 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; unexpected changes in technologies and
technological advances; ability to obtain rights to technology; ability to
obtain and enforce patents; ability to commercialize and manufacture products;
statements regarding establishment of commercial-scale manufacturing
capabilities, and statements regarding future collaborations with industry
partners; 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 herein.

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.
Accordingly, past results and trends should not be used by investors to
anticipate future results or trends.

The following is a discussion of the historical consolidated financial
condition and results of operations of Novavax and its subsidiaries and should
be read in conjunction with the consolidated financial statements and notes
thereto set forth in this Form 10-Q. Additional information concerning factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the Company's SEC
filings, including but not limited to the Company's report on Form 10-K/A for
the year ended December 31, 1997.

RESULTS OF OPERATIONS

The Company has incurred net losses since its inception from the development of
its technologies for human pharmaceuticals, vaccines and vaccine adjuvants.
Novavax expects the losses to increase in the near-term as it conducts
additional human clinical trials and seeks regulatory approval for its product
candidates.  The Company also expects to continue to incur substantial
operating losses over the extensive time period required to develop the
Company's products, or until such time as revenues, to offset the costs, are
sufficient to fund its continuing operations.











                                       7

<PAGE>   9





                         NOVAVAX, INC. AND SUBSIDIARIES

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS




THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO 1997

The net loss was $1,180,558 for the quarter ended September 30, 1998.  This
compares to a net loss in the prior year of $1,138,916.  The net loss increase
of $41,642 was due primarily to increases in research and development expenses
of $185,861, partially offset by an increase in revenues and interest income.

Revenues of $198,692 for services related to vaccine and adjuvant technologies
along with contract revenues from the University of Michigan were recognized
during the three months ended September 30, 1998. Revenues of $79,944 were
recorded for the same period in the prior year.  Resulting in an increase of
$118,748.

General and administrative expenses were $627,947 for the three months ended
September 30, 1998 compared to $613,898 incurred for the same period in 1997.
The net change was $14,049.

Research and development expenses were $856,530 and $670,669 for the three
months ended September 30, 1998 and 1997, respectively.  Total research and
development expenses exclusive of non-cash charges related to the below-market
priced stock options issued December 12, 1995 were $854,595 and $553,952 for
the periods ended September 30, 1998 and 1997, respectively.  This increase of
$300,643 is related to the timing of clinical trial activities and the nature
of those trials, including the number of products, the number of patients and
the duration of the trials.

Net interest income of $105,227 was recorded in the three months ended
September 30, 1998 compared with net interest income of $65,707 in the three
months ended September 30, 1997. The $39,520 increase is due to higher average
cash balances during the first quarter 1998, when compared to average cash
balances during the same period in 1997.

NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO 1997

The net loss before the preferred stock deemed dividend of $455,048 was
$3,172,994 for the nine months ended September 30, 1998.  This compares to a
net loss in the prior year of $3,482,481.  The reduction of $309,487 was due
primarily to increases in revenue of $293,733 and increases in interest income
of $138,700 offset by increases in research and development expenses of
$91,402.

The net loss applicable to common stockholders of $3,628,042 for the nine
months ended September 30, 1998, was $145,561 more than the net loss of
$3,482,481 in the nine months ended September 30, 1997 and reflects those items
mentioned in the above paragraph along with a preferred stock deemed dividend
of $455,048.


                                       8



<PAGE>   10

                         NOVAVAX, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Revenues of $523,411, related to vaccine and adjuvant technologies services
along with a subcontract from the University of Michigan, were recognized
during the nine months ended September 30, 1998 compared to $229,678 recorded
for that same period in the prior year.  The increase of $293,733 was due
primarily to the subcontract with the University of Michigan to supply new
chemical structures designed to inactivate viruses, bacteria and bacterial
spores.

General and administrative expenses were $1,889,263 for the nine months ended
September 30, 1998 or $31,544 higher than the $1,857,719 of general and
administrative expenses incurred for the same period in 1997.

Research and development expenses were $2,124,528 and $2,033,126 for the nine
months ended September 30, 1998 and 1997, respectively. Total research and
development expenses exclusive of non-cash charges related to the below-market
priced stock options issued December 12, 1995 were $2,118,726 and $1,682,973
for the periods ended September 30, 1998 and 1997, respectively.  This increase
of $435,753 is related to clinical trials and related costs along with
increases in salaries.  The clinical trial costs reflect the timing of clinical
trial activities and the nature of those trials, including the number of
products, the number of patients and the duration of the trials.  The salary
increases primarily reflect headcount increases including the hire of a Vice
President of Pharmaceutical Development in 1998.

Net interest income of $317,386 was recorded in the nine months ended September
30, 1998 compared with net interest income of $178,686 in the nine months ended
September 30, 1997. The $138,700 increase is due to higher average cash
balances during the first nine months in 1998, when compared to average cash
balances during the same period in 1997.

YEAR 2000

The Company is evaluating and working to resolve the potential
impact of the Year 2000 on the Company's computerized information systems'
ability to accurately process information that may be date-sensitive.  Any of
the Company's programs that recognize a date using "00" as the year 1900 rather
than the Year 2000, could result in errors or system failures.  The Company
primarily uses personal computers for administrative and accounting systems.
Additionally, the Company has certain laboratory equipment with
microprocessors.

Along with a review of the hardware and software employed by the Company, our
business partners and suppliers have been surveyed to determine their Year 2000
readiness.  A list of such business partners and suppliers that have a material
relationship with the Company has been compiled.  The Company is currently in
the process of seeking information from these third parties regarding their
state of readiness for Year 2000 compliance.  The Company considers many of its
relationships with


                                       9


<PAGE>   11



                         NOVAVAX, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




these third parties to be of a material nature, such that if these third
parties were unable to become Year 2000 compliant, the Company would be
adversely affected. These relationships encompass many areas that affect the
Company's ability to do business including but not limited to financial
institutions, utility companies and contract manufacturers.

The Company does not believe that it will incur material incremental costs in
its efforts to  address this issue and has not incurred incremental costs to
date. Nor, has the Company been given any indication that its business partners
and suppliers will not be Year 2000 compliant by the Year 2000. The Company
plans to continue, on a timely basis, to monitor and address any significant
Year 2000 issues and will update cost estimates accordingly.




LIQUIDITY AND CAPITAL RESOURCES

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 costs of filing, prosecuting, defending and enforcing
any patent claims and other intellectual property rights, competing
technological and market developments, and changes in Novavax's development of
commercialization activities and arrangements. The Company has three product
candidates in development. Future activities including clinical development and
the establishment of commercial-scale manufacturing capabilities are subject to
the Company's ability to raise funds through equity financing, or collaborative
arrangements with corporate partners.

The Company used $2,708,342 of its cash resources during the nine month period
ended September 30, 1998 to fund the activities of its research and development
programs and costs associated with obtaining regulatory approvals, pre-clinical
and clinical testing.  In addition to revenues of $523,411, Novavax received
proceeds of $335,028 from the exercise of stock options and proceeds, net of
all related transaction costs, of $5,997,599 from the sale of 6,500 shares of
Preferred Stock.

The closing of the Preferred Stock private placement occurred on January 28,
1998 at an aggregate price of $6,500,000. On October 1, 1998 the Company
entered into agreements to repurchase the remaining Preferred Stock then
outstanding.  This transaction closed on October 16, 1998 and the Company
repurchased the outstanding balance at par ($1,000 per share) plus accrued
interest of five percent per annum totaling $5,157,117.

Cash and cash equivalents on September 30, 1998 totaled $7,217,107. A proforma
cash balance at September 30, 1998 after the Preferred Stock repurchase is
$2,059,990.





                                       10



<PAGE>   12



                         NOVAVAX, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Novavax estimates that based on historical and projected levels of spending,
cash resources after giving effect to the repurchase will be sufficient to
finance its operations for approximately 5 to 6 months from September 30, 1998.

The Company is evaluating its short term and long term funding requirements.
Future funding may come from one or more sources including public or private
equity or debt financings, collaborative arrangements with pharmaceutical
companies or from other sources. If adequate funds are not available, Novavax
may be required to seek alternative measures including arrangements with
collaborative partners or others that may require Novavax to relinquish rights
to certain of its technologies, product candidates or products.  Such
alternative measures may have a significant impact on the company.

Past spending levels are not necessarily indicative of future spending.  Future
expenditures for product development especially related to outside testing and
human clinical trials are discretionary and, accordingly, can be adjusted to
available cash. As the Company continues to progress in its clinical
development activities and commercial scale-up of product manufacturing, it
anticipates increases in spending associated with these activities.

There can be no assurance that additional funding or bank financing will be
available at all or on acceptable terms to fund short term and long term
spending requirements and to permit successful commercialization of Novavax's
technologies and products.





                                       11



<PAGE>   13



                        NOVAVAX, INC. AND SUBSIDIARIES
 
                         PART II OTHER INFORMATION


Item 1 - Legal Proceedings

   None


Item 2 - Changes in Securities

   None


Item 3 - Defaults upon Senior Securities

   None


Item 4 - Submission of Matters to a Vote of Security Holders

   None


Item 5 - Other information

   On October 1, 1998, the Company entered agreements with all holders of its
Series A Custom Convertible Preferred Stock (the "Preferred Stock") to purchase
all outstanding shares of the Preferred Stock in which the holders agreed not
to convert any Preferred Stock into Common Stock after October 1, 1998, so long
as the purchase closed by October 16, 1998.  The purchase did close on October
16, 1998. The purchase price was $4,978,153, which represented the cost to the
holders of the outstanding Preferred Stock, plus an accrual of five percent per
annum.  Prior to the repurchase $1,521,846 of the original $6,500,000 of
Preferred Stock had been converted into 1,043,956 shares of Novavax Common
Stock.


Item 6 - Exhibits and Reports on Form 8-K

   (a)   Exhibits:

         Exhibit 27 - Financial Data Schedule

   (b)   Reports on Form 8-K:

         None

                                       12



<PAGE>   14

                        NOVAVAX, INC. AND SUBSIDIARIES

                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              NOVAVAX, INC.
                                              (Registrant)




Date: November 13, 1998                       By:/s/ BRENDA L. FUGAGLI
                                                 -----------------------------
                                              Brenda L. Fugagli
                                              Executive Vice President,
                                              Chief Operating Officer
                                              Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)





                                       13








<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                       7,217,107
<SECURITIES>                                         0
<RECEIVABLES>                                  118,504
<ALLOWANCES>                                         0
<INVENTORY>                                          0
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</TABLE>