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): March 24, 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) (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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On March 24, 2023, the Board of Directors (the “Board”) of Virpax Pharmaceuticals, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Ms. Barbara Ruskin to serve as a Class III director until the Company’s 2025 annual meeting of stockholders, to fill the newly created vacancy. Ms. Ruskin has not been named to any committee of the Board at this time.
In connection with her appointment, Ms. Ruskin was granted an option to purchase 25,000 shares of the Company’s common stock with an exercise price of $0.8364 per share, with all shares vesting on the twelve month anniversary of the date of grant, subject to Ms. Ruskin’s continued service to the Company. The option grant is subject to the terms and conditions of the Company’s Virpax Pharmaceuticals, Inc. 2022 Equity Incentive Plan and the related stock option agreement. Ms. Ruskin will also be compensated pursuant to the Company’s standard practice for annual stock option grants to non-employee directors, as described in the Company’s filings made with the Securities and Exchange Commission.
There are no family relationships between Ms. Ruskin and any other executive officers or directors of the Company. There is no arrangement or understanding between Ms. Ruskin and any other persons pursuant to which Ms. Ruskin was selected as director. In addition, Ms. Ruskin is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will enter into an indemnification agreement with Ms. Ruskin on the Company’s standard form of indemnification agreement, a copy of which was previously filed with the U.S. Securities and Exchange Commission.
On March 28, 2023, the Company issued a press release announcing Ms. Ruskin’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 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: March 28, 2023 | By: | /s/ Anthony Mack |
| | | Anthony Mack |
| | | Chief Executive Officer |
