Amendment: Virpax Pharmaceuticals Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K of Virpax Pharmaceuticals, Inc., originally filed with the Securities and Exchange Commission on April 3, 2025 (the “Original Form 8-K”), is being filed solely to include the resignation of Ms. Katharyn Field from her positions as a member of the Company’s Board of Directors and as Vice President, which was inadvertently omitted from the Original Form 8-K. No other material changes have been made to the Original Form 8-K.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 2, 2025, Virpax Pharmaceuticals, Inc. (the “Company”) received a letter from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel has determined to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”) as a result of the Company’s failure to regain compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).
Trading in the Company’s common stock on Nasdaq will be suspended effective at the open of business on Friday, April 4, 2025. Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission (the “SEC”) after all applicable appeal periods have lapsed. The Company does not intend to request a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council. As a result, the delisting is expected to become effective following the filing of the Form 25 with the SEC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 2, 2025, Esha Randhawa, Charn Deol, Judy Su, and Katharyn Field each resigned from their positions as members of the Board of Directors of the Company, effective immediately. On the same date, Ms. Field also resigned from her position as Vice President, and Usama Chaudhry resigned from his position as Chief Financial Officer of the Company, each effective immediately. To the Company’s knowledge, none of these resignations were the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Company thanks each of them for their service and contributions and wishes them well in their future endeavors.
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: April 3, 2025 | By: | /s/ Jatinder Dhaliwal |
| Jatinder Dhaliwal | ||
| Chief Executive Officer | ||