Form 4 - Statement of changes in beneficial ownership of securities
January 31 2024 - 4:24PM
Edgar (US Regulatory)
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
1055 WESTLAKES DRIVE, |
SUITE 300 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Virpax Pharmaceuticals, Inc.
[ VRPX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
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Chief Scientific Officer |
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3. Date of Earliest Transaction
(Month/Day/Year) 01/29/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (right to buy) |
$0.3178
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01/29/2024 |
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A |
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112,000
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01/28/2034 |
Common Stock |
112,000 |
$0
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112,000 |
D |
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Explanation of Responses: |
Remarks: |
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/s/ Sheila Mathias |
01/31/2024 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these present
that the undersigned hereby constitutes and appoints each of Gerald Bruce and/or Vinay Shah the undersigned’s true and lawful attorney-in-fact
to:
1. execute for and on behalf of the undersigned
Schedules 13D and 13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and the rules thereunder;
2. do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application
for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and
any other authority; and
3. take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which
may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and
proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might
or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in
accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned’s holdings of
and transactions in securities issued by Virpax Pharmaceuticals, Inc., its predecessors or assigns, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of January 30, 2024.
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/s/ Sheila Mathias |
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By: |
Sheila Mathias |
Exhibit 24.1
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these present
that the undersigned hereby constitutes and appoints each of Gerald Bruce and/or Vinay Shah the undersigned’s true and lawful attorney-in-fact
to:
1. execute for and on behalf of the undersigned
Schedules 13D and 13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and the rules thereunder;
2. do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application
for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and
any other authority; and
3. take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which
may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his
discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and
proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might
or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in
accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned’s holdings of
and transactions in securities issued by Virpax Pharmaceuticals, Inc., its predecessors or assigns, unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of January 30, 2024.
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/s/ Sheila Mathias |
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By: |
Sheila Mathias |
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