Virpax Pharmaceuticals Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price
February 27 2024 - 6:31AM
Business Wire
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
barrier indications, today announced that it will effect a 1-for-10
reverse stock split (“reverse split”) of its common stock, par
value $0.001 per share (“Common Stock”), that will become effective
at 12:01 a.m. Eastern Time on March 1, 2024. The Company’s Common
Stock will continue to trade on the Nasdaq Capital Market
(“Nasdaq”) under the symbol “VRPX” and will begin trading on a
split-adjusted basis when the Nasdaq opens on March 1, 2024
(“Effective Time”). The new CUSIP number for the Common Stock
following the reverse split will be 928251206.
At a special meeting of stockholders held on December 28, 2023
(the “Special Meeting”), the Company's stockholders granted the
Company's Board of Directors the discretion to effect a reverse
stock split of the Company's Common Stock at a ratio of not less
than 1-for-2 and not more than 1-for-20, with such ratio to be
determined by the Company's Board of Directors. Following the
Special Meeting, the final ratio of 1-for-10 was recently approved
by the Company's Board.
“We have made continued progress on the development of our
product candidates,” stated Gerald Bruce, CEO of Virpax
Pharmaceuticals. “Nevertheless, similar to other micro-cap and
biotech companies, we have faced a challenging capital markets
environment. We believe this reverse split will allow us to regain
compliance with Nasdaq’s minimum bid price requirement and to make
our bid price more attractive to a broader universe of investors.
We remain highly encouraged by the outlook for the business and
look forward to providing updates on our progress.”
The 1-for-10 reverse stock split will proportionally reduce the
number of outstanding shares of Company Common Stock from
approximately 11.7 million shares to approximately 1.2 million
shares and the ownership percentage of each shareholder will remain
unchanged other than as a result of fractional shares. Proportional
adjustments will be made to the number of shares of Virpax’s Common
Stock issuable upon exercise or conversion of the Company’s
outstanding equity awards and warrants, as well as the applicable
exercise price. There will be no change to the total number of
authorized shares of Company Common Stock as set forth in the
Amended and Restated Certificate of Incorporation of the Company.
Stockholders whose shares are held in brokerage accounts should
direct any questions concerning the reverse stock split to their
broker. All stockholders of record, whose shares are held with the
Company’s transfer agent, VStock Transfer, may direct questions to
VStock Transfer at (212) 828-8436 or action@vstocktransfer.com.
The reverse split is intended to bring the Company into
compliance with the minimum bid price requirement for maintaining
the listing of its Common Stock on the Nasdaq Capital Market, and
to make the bid price more attractive to a broader group of
institutional and retail investors. The Nasdaq Capital Market
requires, among other things, that a listed company’s common stock
maintain a minimum bid price of at least $1.00 per share.
The Company’s transfer agent, VStock Transfer, LLC, which is
also acting as the paying agent for the reverse split, will provide
instructions to stockholders regarding the process for exchanging
stock certificates. Any person who would otherwise be entitled to a
fractional share of Common Stock as a result of the
reclassification and combination following the Effective Time
(after taking into account all fractional shares of Common Stock
otherwise issuable to such holder) shall be entitled to receive a
cash payment equal to the number of shares of the Common Stock held
by such stockholder before the reverse split that would otherwise
have been exchanged for such fractional share interest multiplied
by the average closing sales price of the Common Stock as reported
on the Nasdaq for the ten days preceding the Effective Time.
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
one other prescription product candidate, NobrXiol™, which is 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 two of its
prescription drug candidates, one 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.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and Private Securities Litigation Reform Act, as amended,
including those described below. 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 the
reverse split allowing the Company to regain compliance with
Nasdaq’s minimum bid price requirement, enabling the Company to
attract a broader universe of investors, developing Probudur to
manage post-operative pain , developing Envelta™ to manage acute
and chronic pain, including pain associated with cancer, developing
NobrXiol™ for the nasal delivery of a pharmaceutical-grade
cannabidiol (CBD) for the management of rare pediatric epilepsy,
developing AnQlar to inhibit viral replication caused by influenza
or SARS-CoV-2, and developing Epoladerm™ to manage pain associated
with osteoarthritis. These statements relate to future events and
involve known and unknown risks, uncertainties, and other factors,
including the Company’s ability to regain and maintain compliance
with the Nasdaq’s minimum bid price; the Company’s ability to
obtain FDA approval for its prescription drug candidates and
nonprescription drug candidates; the Company’s ability to maintain
competitive cooperative research and development agreements
(CRADAs) for its prescription drug candidates; the Company’s
ability to successfully complete research and further development
and commercialization of Company drug candidates in current or
future indications; the Company’s ability to obtain additional
grants to help fund upcoming clinical trials; the Company’s ability
to move ahead with remaining confirmational studies for Probudur
and Envelta™ as planned; 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 Company’s ability 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 the Company’s Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q that the Company has filed 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240227925897/en/
Investor Relations: Betsy
Brod Affinity Growth Advisors Betsy.brod@affinitygrowth.com (917)
923-8541
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