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): July 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, 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 5.07 Submission of Matters to a Vote of Security Holders.
On July 24, 2023, Virpax Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders voted on two (2) proposals (the “Proposals”) and cast their votes as described below. These Proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on June 7, 2023 with the Securities and Exchange Commission (the “Definitive Proxy Statement”).
The final results for the Proposals as set forth in the Definitive Proxy Statement are as follows:
Proposal No. 1 — Election of Directors
The following three (3) individuals were elected as Class II directors, each to serve for a term expiring at the 2026 Annual Meeting of Stockholders, with the following votes:
| | | For | | | Against | | | Abstain | | | Broker
Non-Votes | |
| Jerrold Sendrow, CFP | | | 4,444,506 | | | | 93,296 | | | | 638 | | | | 2,478,379 | |
| Thani Jambulingam, PhD | | | 4,329,561 | | | | 207,691 | | | | 1,188 | | | | 2,478,379 | |
| Michael F. Dubin, CPA | | | 4,493,492 | | | | 44,310 | | | | 638 | | | | 2,478,379 | |
Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm (EisnerAmper, LLP)
The stockholders ratified and approved the appointment of EisnerAmper, LLP as the Company’s independent registered public accounting firm for the year
| For | | Against | | Abstain | | Broker Non-Votes |
| 6,975,720 | | 40,478 | | 621 | | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
| 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: July 26, 2023 | By: | /s/ Anthony Mack |
| | | Anthony Mack |
| | | Chief Executive Officer |
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