Virpax Pharmaceuticals Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 12, 2025, Virpax Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-25 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”). The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on March 21, 2025. The Certificate of Amendment did not affect the par value of the Common Stock or alter the total number of authorized shares of Common Stock under the Company’s Amended and Restated Certificate of Incorporation.
At a special meeting of stockholders held on January 15, 2025 (the “Special Meeting”), the Company’s stockholders granted the Company’s Board of Directors (the “Board”) the discretion to effect the Reverse Stock Split at a ratio of not less than 1-for-2 and not more than 1-for-240, with such ratio to be determined by the Board. Following the Special Meeting, the final ratio of 1-for-25 was approved by the Board on March 5, 2025.
At the Effective Time, every twenty-five (25) shares of the Company’s issued and outstanding Common Stock were automatically reclassified and combined into one (1) validly issued, fully paid, and nonassessable share of Common Stock, par value $0.00001 per share, without any further action by stockholders. The Reverse Stock Split proportionally reduced the number of issued and outstanding shares of Common Stock from 31,062,581 to 1,242,504.
The Common Stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Stock Market LLC at the market open on March 21, 2025. The trading symbol “VRPX” remained unchanged; however, the CUSIP number for the Common Stock changed to 928251305 following the Reverse Stock Split.
In connection with the Reverse Stock Split, the Company proportionally adjusted the number of shares issuable upon the exercise or conversion of its outstanding equity awards and warrants, as well as the exercise price per share of outstanding stock options and other applicable terms to reflect the effects of the Reverse Stock Split.
The foregoing description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed on March 12, 2025. | |
| 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: March 21, 2025 | By: | /s/ Jatinder Dhaliwal |
| Jatinder Dhaliwal | ||
| Chief Executive Officer | ||