8-K
filed July 8, 2024, 7:59 PM ET
CIK 0001708331
debt
confidence high
sentiment negative
materiality 0.90
Virpax Pharmaceuticals, Inc.: M&A transaction — Virpax secures $2.5M secured loan at 18% to settle litigation; board control transferred to investor
Virpax Pharmaceuticals, Inc.
- Issued $2.5M senior secured note at 18% interest, due Dec 31, 2025, with security interest in all assets including IP.
- Proceeds used to satisfy final payment of litigation settlement with Sorrento Therapeutics and Scilex Pharmaceuticals.
- Five directors resigned (Ruskin, Sendrow, Gudin, Jambulingam, Dubin); four investor-nominated directors appointed (Su, Dhaliwal, Field, Herman).
- Investor gains majority board control; exclusive right to negotiate a subsequent financing of at least $5M by Sep 30, 2024.
- If subsequent financing not completed by Sep 30, investor-nominated directors must resign.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Gudin resigned as Director at Virpax Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Herman was appointed as Director at Virpax Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company’s Board of Directors appointed Judy Su as a Class I Director, Jatinder Dhaliwal and Katharyn Field as Class II directors, and Gary Herman as a Class III director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barbara Ruskin resigned as Director at Virpax Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Katharyn Field was appointed as Director at Virpax Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company’s Board of Directors appointed Judy Su as a Class I Director, Jatinder Dhaliwal and Katharyn Field as Class II directors, and Gary Herman as a Class III director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Judy Su was appointed as Director at Virpax Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company’s Board of Directors appointed Judy Su as a Class I Director, Jatinder Dhaliwal and Katharyn Field as Class II directors, and Gary Herman as a Class III director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jerrold Sendrow resigned as Director at Virpax Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael F. Dubin resigned as Director at Virpax Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jatinder Dhaliwal was appointed as Director at Virpax Pharmaceuticals, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
the Company’s Board of Directors appointed Judy Su as a Class I Director, Jatinder Dhaliwal and Katharyn Field as Class II directors, and Gary Herman as a Class III director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thani Jambulingam resigned as Director at Virpax Pharmaceuticals, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Virpax Pharmaceuticals, Inc. underwent a change of control involving an institutional investor (closed 2024-07-05).
- Action
- change of control
- Counterparty
- an institutional investor
- Closing
- 2024-07-05
Exact text from the filing
Upon the closing of the Financing, the Investor acquired control of the Company by appointing a majority of the Company’s Board of Directors.
View on SEC.gov
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