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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): October 10, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

As previously reported, on April 10, 2023, Virpax Pharmaceuticals, Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). The Company was provided 180 calendar days, or until October 9, 2023, to regain compliance.

 

The Company did not regain compliance with the Minimum Bid Price Requirement by October 9, 2023; however, on October 10, 2023, the Company received written notification from Nasdaq granting the Company’s request for a 180-day extension to regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance may be achieved if at any time prior to April 8, 2024 the closing bid price of the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, Nasdaq will notify the Company that it has regained compliance with the Minimum Bid Price Requirement and the matter will be closed; however, Nasdaq has discretion to require the Company to maintain a bid price of $1.00 for a period in excess of ten consecutive business days..

 

If the Company does not regain compliance with the Minimum Bid Price Requirement by April 8, 2024, Nasdaq will provide written notification to the Company that its common stock will be delisted. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful.

 

The Company intends to actively monitor the bid price of its common stock and is considering available options to regain compliance with the Nasdaq listing requirements, including such actions as effecting a reverse stock split to maintain its Nasdaq listing.

Nasdaq’s extension notice has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “VRPX”.

  

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits.

 

Exhibit
Number		   Exhibit Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

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 11, 2023 By: /s/ Vinay Shah
    Vinay Shah
    Chief Financial Officer 

 

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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
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Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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