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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 16, 2023
Virpax Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-40064 |
|
82-1510982 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
(Address of principal executive offices, including
zip code)
(610) 727-4597
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of Each Class: |
|
Trading Symbol |
|
Name of Each Exchange on which Registered |
| Common Stock, par value $0.00001 per share |
|
VRPX |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As reported by Virpax Pharmaceuticals, Inc. (the “Company”)
in its Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission (“SEC”) on November 15, 2023 (the
“Form 12b-25”), the Company was unable to file its Form 10-Q for the quarter ended September 30, 2023 (the “Third Quarter
2023 Form 10-Q”) within the prescribed time period and will be unable to do so within the extension period.
On November 16, 2023, the Company received a letter from The NASDAQ
Stock Market LLC (“NASDAQ”) notifying the Company that it was not in compliance with the continued listing requirements of
NASDAQ Listing Rule 5250(c)(1) because its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023
had not yet been filed with the Securities and Exchange Commission (“SEC”).
NASDAQ Listing Rule 5250(c)(1) requires
the Company to timely file all required periodic financial reports with the SEC. Under the Nasdaq rules, the Company now has 60
calendar days (until January 16, 2024) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant
an exception of up to 180 calendar days from the Quarterly Report’s original due date, which 180-day period would end on May 13,
2024, to regain compliance.
The notification has no immediate effect on the
listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance
with the listing standards discussed above.
Item
7.01. Regulation FD Disclosure.
On November 17, 2023,
the Company issued a press release disclosing the foregoing. A copy of the press release is furnished
with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The information in this
Item 7.01 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended and shall not be incorporated by reference into any filing with
the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The press release furnished
as Exhibit 99.1 to this Current Report on Form 8-K includes “safe harbor” language pursuant to the Private Securities Litigation
Reform Act of 1995, as amended, indicating that certain statements contained therein are “forward-looking” rather than historical.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
VIRPAX PHARMACEUTICALS, INC. |
| |
|
|
| Dated: November 17, 2023 |
By: |
/s/ Vinay Shah |
| |
|
Vinay Shah |
| |
|
Chief Financial Officer |
3
Exhibit 99.1
Virpax
Pharmaceuticals Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing
BERWYN, PA – November 17, 2023 —
Virpax® Pharmaceuticals, Inc. (“Virpax” or the “Company”)
(NASDAQ: VRPX), a company specializing in developing non-addictive products for pain management, post-traumatic stress
disorder, central nervous system (CNS) disorders and anti-viral barriers, today announced that that
it received a notice (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”)
on November 16, 2023 stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended, September 30, 2023 (the “Quarterly Report”)
with the Securities and Exchange Commission.
On
November 15, 2023, Virpax filed a Notification of Late Filing on Form 12b-25 indicating that the filing of the Quarterly Report would
be delayed because the Company requires additional information necessary to complete the Quarterly Report. Virpax continues to
evaluate the Chancery Court of the State of Delaware’s decision delivered on September 1, 2023, regarding litigation filed by Sorrento
Therapeutics, Inc. and Scilex Pharmaceuticals Inc. against Anthony P. Mack and the Registrant.
The
Company is working diligently to finalize and file the Quarterly Report.
About Virpax Pharmaceuticals
Virpax is developing
branded, non-addictive pain management products candidates using its proprietary technologies to optimize and target drug delivery. Virpax
is initially seeking FDA approval for two prescription drug candidates that employ two different patented drug delivery platforms. Probudur™
is a single injection liposomal bupivacaine formulation being developed to manage post-operative pain and Envelta™ is an intranasal
molecular envelope enkephalin formulation being developed to manage acute and chronic pain, including pain associated with cancer. Virpax
is also using its intranasal Molecular Envelope Technology (MET) to develop two other product candidates. PES200 is a product candidate
being developed to manage post-traumatic stress disorder (PTSD) and NobrXiol™ is a product candidate being developed for the nasal
delivery of a pharmaceutical-grade cannabidiol (CBD) for the management of rare pediatric epilepsy. Virpax has competitive cooperative
research and development agreements (CRADAs) for all three of its prescription drug candidates, two with the National Institutes of Health
(NIH) and one with the Department of Defense (DOD). Virpax is also seeking approval of two nonprescription product candidates: AnQlar™,
which is being developed to inhibit viral replication caused by influenza or SARS-CoV-2, and Epoladerm™, which is a topical diclofenac
spray film formulation being developed to manage pain associated with osteoarthritis. For more information,
please visit virpaxpharma.com and follow us on Twitter, LinkedIn and YouTube.
Confidential data (L2). Printed copies are uncontrolled and must be
destroyed after use.
Forward-Looking Statements
This press release contains
certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the Company’s planned clinical trials,
product development, clinical and regulatory timelines, market opportunity, competitive position, possible or assumed future results of
operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking
statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate
and management’s current beliefs and assumptions.
These statements may
be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,”
“plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,”
“would” and similar expressions and the negatives of those terms and include statements regarding working diligently to finalize
and file the Quarterly Report as soon as possible . These statements relate to future events or the Company’s financial performance
and involve known and unknown risks, uncertainties, and other factors, including the Company’s ability to finalize and file the
Quarterly Report as planned; the Company’s ability to successfully begin trials when expected and complete research and further
development and commercialization of Company drug candidates in current or future indications; the impact of any damages or remedies awarded
in the additional proceedings of the lawsuit filed in the Delaware Chancery Court against the Company; the uncertainties inherent in clinical
testing; the Company’s ability to manage and successfully complete clinical trials and the research and development efforts for
multiple product candidates at varying stages of development; the timing, cost and uncertainty of obtaining regulatory approvals for the
Company’s product candidates; the Company’s ability to protect its intellectual property; the loss of any executive officers
or key personnel or consultants; competition; changes in the regulatory landscape or the imposition of regulations that affect the Company’s
product candidates; the Company’s ability to continue to obtain capital to meet its long-term liquidity needs on acceptable terms,
or at all, including the additional capital which will be necessary to complete clinical trials that the Company plans to initiate; and
other factors listed under “Risk Factors” in our annual report on Form 10-K and quarterly reports on Form 10-Q that the Company
files with the U.S. Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Betsy Brod
Affinity Growth Advisors
Betsy.brod@affinitygrowth.com
(917) 923-8541
Media Contact:
Robert Cavosi
RooneyPartners
rcavosi@rooneypartners.com
(646) 638-9891
Confidential data (L2). Printed copies are uncontrolled and must be
destroyed after use.
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