Virpax Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 15, 2025, Virpax Pharmaceuticals, Inc. (the “Company”) held a special meeting (the “Special Meeting”). As of November 20, 2024, the record date for the 2025 Special Meeting, 8,087,581 shares of common stock, par value $0.00001 per share (“Common Stock”), were issued and outstanding. Holders of 5,253,501 shares of the Company’s Common Stock were present in person or by proxy at the 2025 Special Meeting, representing approximately 64.96% of the total outstanding shares of Common Stock, constituting a quorum pursuant to the Company’s bylaws. A summary of the matters voted upon by stockholders at the 2025 Special Meeting and the final voting results for each proposal, as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on December 9, 2024, is set forth below:
Proposal No. 1 - The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split with respect to the Company’s Common Stock, at a ratio of 1-for-2 to 1-for-240 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board in its sole discretion. The results of the voting for this approved proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,069,610 | 1,117,444 | 66,447 | Not applicable | |||||||||
Proposal No. 2 - The Company’s stockholders elected five (5) directors to serve until the 2025 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified. The elected directors are Jatinder Dhaliwal, Katharyn Field, Jaydriane Panis, Judy Su, and Esha Randhawa. The results of the voting for this approved proposal were as follows:
| Matter Being Voted On | For | Against | Abstain | Broker Non- Votes | ||||||||||||
| Jatinder Dhaliwal | 3,002,603 | 442,036 | 13,008 | 1,795,854 | ||||||||||||
| Katharyn Field | 3,003,366 | 441,276 | 13,005 | 1,795,854 | ||||||||||||
| Jaydriane Panis | 2,984,071 | 441,423 | 32,153 | 1,795,854 | ||||||||||||
| Judy Su | 3,005,187 | 439,452 | 13,008 | 1,795,854 | ||||||||||||
| Esha Randhawa | 3,003,187 | 441,452 | 13,008 | 1,795,854 | ||||||||||||
Proposal No. 3 - The stockholders did not approve the adjournment of the 2025 Special Meeting to a later date or date, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of Proposal Number 1 and/or Proposal Number 2, based on the votes set forth below. The results of the voting for this approved proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 4,419,257 | 768,408 | 65,836 | Not applicable | |||||||||
(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: January 15, 2025 | By: | /s/ Jatinder Dhaliwal |
| Jatinder Dhaliwal | ||
| Chief Executive Officer | ||