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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.
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2024-10-04
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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
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