VRPX Virpax Pharmaceuticals Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 4, 2024

 

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. ☐

  

 

Explanatory Note

 

This Current Report on Form 8-K/A (this “Current Report”) amends the Current Report on Form 8-K filed by Virpax Pharmaceuticals, Inc. (the “Company”) with the Securities and Exchange Commission on October 7, 2024 (the “Original Report”) and is being filed in order to file as an exhibit the letter by Gerald Bruce regarding his resignation as a director of the Company. The Company disagrees and denies the allegations set forth in Mr. Bruce’s letter. The Original Report otherwise remains unchanged.

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On October 4, 2024, Virpax Pharmaceuticals, Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock had been below the minimum $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “VRPX”.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until April 2, 2025, to regain compliance with the Minimum Bid Price Requirement. If at any time before April 2, 2025, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

 

If the Company does not regain compliance with the Minimum Bid Price Requirement by April 2, 2025, the Company may be afforded a second 180 calendar days period to regain. The Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), the Company’s common stock will become subject to delisting. In the event that the Company receives notice that its common stock is being delisted, the Nasdaq listing rules permit the Company to appeal a delisting determination by the Staff to a hearings panel.

 

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 5, 2024, Gerald Bruce, as Chief Executive Officer and member of the Board of Directors (the “Board”), and Vinay Shah, as Chief Financial Officer, notified the Company of their resignation from their respective positions, effective immediately. Messrs. Bruce and Shah expressed disagreements with the Board’s execution of policies, practices, and procedures.

 

On October 6, 2024, the Board appointed Jatinder Dhaliwal, a member of the Board, to serve as Chief Executive Officer of the Company, effective immediately. Mr. Dhaliwal will continue to serve on the Board and will be replaced by Katharyn Field on the Board’s audit committee.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

17.1	Gerald Bruce resignation letter
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

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: October 9, 2024	By:	/s/ Katharyn Field
		Katharyn Field
		Principal Executive Officer

 

 

 

EXHIBIT 17.1

 

To,

 

10/5/2024

 

The Board of Directors

Virpax Pharmaceuticals, Inc.

 

Re: Resignation

 

Dear Sirs:

 

I hereby resign from my position of Director of Virpax Pharmaceuticals, Inc., effective immediately. The individuals currently purporting to serve as Virpax’s board of directors are illegally holding those positions. I cannot continue acting as a board member in good faith with people acting in such a manner. Accordingly, I resign.

 

As I told you almost two weeks ago, Corbo Capital, Inc., Virpax’s lender, appointed the four Virpax directors who were appointed to its board. The agreement that provided Corbo the right to appoint those four directors – the July 5, 2024 Securities Purchase Agreement between Virpax and Corbo – states that all four of those directors must resign from Virpax’s board immediately if Corbo (or another appropriate entity) does not provide at least $5 million in additional financing to Virpax by not later than September 30, 2024. Virpax received no financing. We are well past the September 30 deadline. Accordingly, those four directors should have all resigned from their board positions weeks ago.

 

But they did not. Instead, in a self-interested manner, these four directors purported to act for Virpax in having Virpax agree to continue to let these same four individuals serve as Virpax’s directors. This self-interested transaction was unfair and unreasonable to Virpax and is void.

 

Beyond this, Virpax’s board

 

	●	caused Virpax to breach employment agreements by slashing contractually- guaranteed salaries in half;
	●	took actions that caused all of Virpax’s employees to resign;
	●	planned Virpax to commit, without any due diligence, to an exorbitant digital marketing agreement to a specific firm that Virpax cannot afford (without considering other, far more reasonably priced, alternatives);
	●	fired Virpax’s corporate counsel without basis in the middle of an attempted financing;
	●	caused Virpax’s auditors to resign due to the unacceptably high risk created by these actions;
	●	refused, in bad faith, to consider alternative investors to help keep the company alive; and
	●	eliminated Virpax’s directors and officers insurance, which creates very high risk to anyone who dares to serve as a Virpax director;

 

 

These actions, in sum, make it impossible for me to continue to serve as a director.

 

Accordingly, I resign immediately.

 

Sincerely,

 

 

 

Gerald Bruce

 

Copy to:

 

Virpax Pharmaceuticals, Inc.

1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

Attention: Chief Financial Officer

 

Blank Rome LLP

1271 Avenue of the Americas

New York, New York 10020

Attention: Leslie Marlow

 

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Ross D. Carmel

 

Katharyn Field

22210 Woodset Lane

Boca Raton, FL 33428

 

Gary Herman

9499 Collins Avenue #611

Surfside, FL 33154

 

Jatinder Dhaliwal

102-1102 Hornby Street

Vancouver, BC V6Z1V8

 

Judy Su

4226 Dundas Street

Burnaby, BC, V5C 1B1

 

 

v3.24.3

Cover	Oct. 04, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Explanatory Note This Current Report on Form 8-K/A (this “Current Report”) amends the Current Report on Form 8-K filed by Virpax Pharmaceuticals, Inc. (the “Company”) with the Securities and Exchange Commission on October 7, 2024 (the “Original Report”) and is being filed in order to file as an exhibit the letter by Gerald Bruce regarding his resignation as a director of the Company. The Company disagrees and denies the allegations set forth in Mr. Bruce’s letter. The Original Report otherwise remains unchanged.
Document Period End Date	Oct. 04, 2024
Entity File Number	001-40064
Entity Registrant Name	Virpax Pharmaceuticals, Inc.
Entity Central Index Key	0001708331
Entity Tax Identification Number	82-1510982
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1055 Westlakes Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Berwyn
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19312
City Area Code	(610)
Local Phone Number	727-4597
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	VRPX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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