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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):
August 15, 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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Employment Agreement
Effective August 15, 2023, Virpax Pharmaceuticals,
Inc. (the “Company”) entered into an amendment (the “Mack Amendment”) to the Employment Agreement, dated as of
September 18, 2018, as amended March 29, 2022, by and between the Company and Anthony Mack (the “Mack Employment Agreement”).
Pursuant to the Mack Amendment, if the Mack Employment Agreement is terminated by Mr. Mack for Good Reason (as defined in the Mack
Employment Agreement) or by the Company without Cause (as defined in the Mack Employment Agreement) (other than on account of Mr. Mack’s death
or disability), subject to the Company’s receipt of a release in each case within twelve months following a Change in Control (as
defined in the Mack Employment Agreement), Mr. Mack will be entitled to receive his Accrued Obligations (as defined in the Mack Employment
Agreement) and, subject to Mr. Mack’s compliance with the terms of the Mack Employment Agreement, Mr. Mack will be entitled
to receive the following: (i) a lump sum payment equal to two times the sum of Mr. Mack’s base salary for the year in which the
termination date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), (ii) a lump sum
payment equal to two times the sum of Mr. Mack’s cash bonus for the calendar year in which the termination date occurs (or if greater,
the year in which the Change in Control occurs), and (iii) accelerated vesting of any award granted to Mr. Mack under the Company’s
2022 Plan.
The foregoing description of the Mack Amendment
does not purport to be complete and is qualified in its entirety by reference to the Mack Amendment, a copy of which is filed as Exhibit
10.1, to this Current Report on Form 8-K and is incorporated by reference herein.
Amended and Restated Incentive Stock Option
Grant Agreement
On August 15, 2023,
the Company amended the vesting terms of the incentive stock option issued to Vinay Shah to provide that that 25% of the shares of
the Company’s common stock subject to the option will vest after 12 months of continuous service and 75% of the shares will
vest in equal monthly installments over the next 24 months of continuous service.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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: August 16, 2023 |
By: |
/s/ Anthony Mack |
|
|
Anthony Mack |
|
|
Chief Executive Officer |
2
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment, dated August
15, 2023 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated
as of September 18, 2018, as amended March 29, 2022 (the “Employment Agreement”), is entered into between Virpax
Pharmaceuticals, Inc. (the “Company”) and Anthony P. Mack (the “Executive”). Capitalized
terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, Executive was retained under the
Employment Agreement by the Company to serve as its Chairman and Chief Executive Officer; and
WHEREAS, in recognition of the hard work
and performance by Executive, the Corporation desires to amend the Employment Agreement as set forth below.
NOW THEREFORE, in consideration
of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree to amend the Employment Agreement as follows:
1. The
following subsection (i), entitled “Change in Control”, is hereby added to the end of Section 4 - Termination:
“(i) Change in Control.
(i) Notwithstanding
any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or
by the Company without Cause (other than on account of the Executive’s death or Disability), in each case within twelve (12) months
following a Change in Control, the Executive shall be entitled to receive the Accrued Obligations and subject to the Executive’s
compliance with Section 6 of this Agreement and the Executive’s execution of the Release (as defined above) which becomes effective
within 60 days following the termination date, the Executive shall be entitled to receive the following:
(1) a
lump sum payment equal to two (2) times the sum of the Executive’s Base Salary for the year in which the termination date occurs
(or if greater, the year immediately preceding the year in which the Change in Control occurs), which will be paid no later than March
15 of the year following the termination date;
(2) a
lump sum payment equal to two (2) times the sum of the Executive’s Cash Bonus for the calendar year in which the termination date
occurs (or if greater, the year in which the Change in Control occurs), which will be paid no later than March 15 of the year following
the termination date; and
(3) accelerated
vesting of any award granted to the Executive under the Virpax Pharmaceuticals, Inc. 2022 Equity Incentive Plan (“Plan”) in
accordance with section 15.1(b) of the Plan, and as approved by the compensation committee of the Board pursuant to the execution of this
Agreement.
(ii) For the avoidance of doubt, if Executive
is entitled to benefits under this Section 4(i), Executive will not be eligible for the benefits set forth in Sections 4(d) or 4(e).
2. All
other terms of the Employment Agreement shall remain in full force and effect. The Employment Agreement, as amended by this Amendment,
constitutes the entire agreement between the parties with respect to the subject matter thereof.
3. This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute
one and the same instrument.
4. This
Amendment shall be construed and interpreted in accordance with the internal laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
VIRPAX PHARMACEUTICALS, INC. |
|
|
|
|
By: |
/s/ Vinay Shah |
|
Name: |
Vinay Shah |
|
Title: |
Chief Financial Officer |
|
|
|
|
|
/s/ Anthony P. Mack |
|
|
Anthony P. Mack |
|
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Virpax Pharmaceuticals, Inc.
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Entity Central Index Key |
0001708331
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Entity Tax Identification Number |
82-1510982
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Entity Incorporation, State or Country Code |
DE
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Entity Address, Address Line One |
1055 Westlakes Drive
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Entity Address, Address Line Two |
Suite 300
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Entity Address, City or Town |
Berwyn
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PA
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Entity Address, Postal Zip Code |
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Virpax Pharmaceuticals (NASDAQ:VRPX)
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Virpax Pharmaceuticals (NASDAQ:VRPX)
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