Form 8-K - Current report

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): September 30, 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 1.01. Entry into a Material Definitive Agreement

On September 30, 2024, Virpax Pharmaceuticals, Inc. (the “Company”), entered into an extension agreement (the “Extension Agreement”) with an institutional investor (the “Lender”) pursuant to the terms of the securities purchase agreement (the “SPA”) between the parties dated July 5, 2024.

Pursuant to the terms of the Extension Agreement, the Lender agreed to amend certain provisions of the SPA related to a potential financing arrangement of not less than $5 million (the “Subsequent Financing”). Under the Extension Agreement, the Lender retains the exclusive right to negotiate the terms of and consummate any Subsequent Financing until November 30, 2024 (the “Outside Date”). Additionally, the Lender holds a right of first refusal for any Subsequent Financing that may occur on or before the Outside Date. If a financing arrangement of not less than $5 million is not provided by the Lender (or its affiliate(s) and/or third-party designee(s)) by the Outside Date, the Lender’s nominated members on the Company’s Board of Directors (the “Board”) will resign, effective immediately.

The Outside Date may be extended by up to thirty (30) days at the Company’s sole discretion, subject to approval by the Board, if the Company requires additional time to complete the re-audit of its financial statements for the fiscal years ended December 31, 2022, and 2023.

The foregoing does not purport to be a complete description of the Extension Agreement and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1	Extension Agreement, dated September 30, 2024, between Virpax Pharmaceuticals, Inc. and Corbo Capital Inc.
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: October 3, 2024	By:	/s/ Katharyn Field
		Katharyn Field
		Principal Executive Officer

EXHIBIT 10.1

FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT

This First Amendment (this “Amendment”) to the Securities Purchase Agreement (the “Agreement”) dated as of July 5, 2024 between Virpax Pharmaceuticals, Inc., a Delaware corporation, and Corbo Capital Inc., is made as of the 25^th day of September, 2024, by and between the Company and the Investor (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement).

RECITALS

WHEREAS, the Company and the Investor are parties to the Agreement; and

WHEREAS, the Company and the Investor desire to amend the Agreement as more particularly set forth herein; and

WHEREAS, Section 5.04 of the Agreement provides that no provision of the Agreement may be waived, modified, supplemented, or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

Amendments to Agreement.

(a)

Section 4.03 of the Agreement is hereby amended to replace each reference therein to “September 30, 2024” with “the Outside Date”.

(b)

Section 4.03 of the Agreement is hereby amended to add a new subsection (d) as follows:

(d) For purposes of this Section 4.03, “Outside Date” shall mean November 30, 2024, provided that the Company, in its sole discretion and with approval of the Board of Directors of the Company, may extend such date for up to an additional thirty (30) days in the event the Company requires additional time to complete the re- audit of the Company’s financial statements for the fiscal years ended December 31, 2022 and 2023.

Miscellaneous.

(a)

Except as expressly set forth herein, the Agreement shall remain in full force and effect.

(b)

The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

(c)

This Amendment, together with the Agreement, contain the entire agreement among the Company and the Stockholders with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings with respect thereto.

(d)

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes hereof.

(e)

All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflict of laws thereof.

[Remainder Of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.

	VIRPAX PHARMACEUTICALS, INC.

	By:	/s/ Katharyn Field
	Name:	Katharyn Field
	Title:	Authorized Signatory

	CORBO CAPITAL INC.

	By:	/s/ Adam Chambers
	Name:	Adam Chambers
	Title:	President

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-40064
Entity Registrant Name	Virpax Pharmaceuticals, Inc.
Entity Central Index Key	0001708331
Entity Tax Identification Number	82-1510982
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1055 Westlakes Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Berwyn
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19312
City Area Code	(610)
Local Phone Number	727-4597
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	VRPX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false