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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): February 5, 2025

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 5, 2025, the Board of Directors (the “Board”) of Virpax Pharmaceuticals, Inc. (the “Company”) appointed Mr. Charn Deol as an independent director of the Company, effective immediately. Mr. Deol was appointed to fill the vacancy created by the resignation of Jaydriane (Jay) Panis, who resigned from the Board on February 3, 2025. In connection with his appointment, Mr. Deol has also been designated as the Chair of the Audit Committee, and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee.

 

Mr. Deol is a multi-industry executive with over 35 years of public company management experience. His recent experience includes serving as a director or in management roles for numerous Canadian private and public companies, including his current positions as a director of Bayridge Resources Inc., Trilogy AI Corp, and Green Battery Minerals Inc., as well as Chief Financial Officer at Akanda Corp. He has extensive experience in the public markets, including guiding private Canadian companies through the regulatory process of going public. 

 

Mr. Deol will receive a consulting fee of CAD $3,000 per month, payable to Spiral Investment Corp., a company incorporated in the Province of British Columbia, Canada, and owned by Mr. Deol. There are no arrangements or understandings between Mr. Deol and any other persons pursuant to which he was appointed as a director. Additionally, there are no related party transactions between Mr. Deol and the Company that would require disclosure under Item 404(a) of Regulation S-K, other than the consulting arrangement described above.

  

The Company and the Board welcome Mr. Deol and look forward to his contributions.

 

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: February 6, 2025 By: /s/ Jatinder Dhaliwal
    Jatinder Dhaliwal
    Chief Executive Officer

 

 

 

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Entity Tax Identification Number 82-1510982
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Entity Address, Address Line Two Suite 300
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