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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 22, 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.
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 22, 2024, Virpax Pharmaceuticals, Inc.
(the “Company”) received a notice (the “Notification Letter”) from the Listing Qualifications Department (the
“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that for
10 consecutive business days, from July 8, 2024 to July 19, 2024, the closing bid price of the Company’s common stock has been at
$1.00 per share or greater. Accordingly, the Staff has determined that the Company has regained compliance with Listing Rule 5550(a)(2)
and has indicated that the matter is now closed.
On July 24, 2024, the Company issued a press
release announcing that the Company received the Notification Letter and regained compliance with Nasdaq’s minimum bid price requirement.
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: July 24, 2024 |
By: |
/s/ Gerald Bruce |
|
Name: |
Gerald Bruce |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1708331/000121390024063753/ex99-1_001.jpg)
Virpax Regains Compliance with Nasdaq
Minimum Bid Price
BERWYN,
PA – July 24, 2024 — 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, announced today that it has received formal notice from the Listing
Qualifications staff of The Nasdaq Stock Market LLC indicating that Virpax has regained compliance with the minimum bid price requirement
set forth in Nasdaq Listing Rule 5550(a)(2).
To regain
compliance with the Rule, the Company’s common shares were required to maintain a minimum closing bid price of $1.00 or more for
at least 10 consecutive business days, which was achieved on July 19, 2024. As a result, this listing matter has been closed.
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 as that term is defined in the Private Securities Litigation Reform Act of 1995, 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. These statements relate to future events and involve known and unknown risks,
uncertainties, and other factors, including 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 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 maintain its Nasdaq listing; the Company’s ability to obtain capital to meet its current and long-term
liquidity needs on acceptable terms, or at all, including the additional capital which will be necessary to complete studies and 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.
Investor Relations Contact:
Betsy Brod
Affinity Growth Advisors
Betsy.brod@affinitygrowth.com
(917) 923-8541
Media Contact:
Robert Cavosi
RooneyPartners
rcavosi@rooneypartners.com
(646) 638-9891
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