--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-059660" form_type: "8-K" ticker: null cik: "0001708331" company_name: "Virpax Pharmaceuticals, Inc." filed_at: "2024-07-08T23:59:59+00:00" generated_at: "2026-05-31T23:06:20.317630+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Virpax secures $2.5M secured loan at 18% to settle litigation; board control transferred to investor ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-059660 - form_type: 8-K - cik: 0001708331 - company_name: Virpax Pharmaceuticals, Inc. - filed_at: 2024-07-08T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.03, 5.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/ea0208818-8k_virpax.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-059660 - JSON: https://secwatch.observer/filing/0001213900-24-059660.json - Plain text: https://secwatch.observer/filing/0001213900-24-059660.txt ## Key facts - Executive change Jeffrey Gudin resigned as Director at Virpax Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Gary Herman was appointed as Director at Virpax Pharmaceuticals, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Barbara Ruskin resigned as Director at Virpax Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Katharyn Field was appointed as Director at Virpax Pharmaceuticals, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Judy Su was appointed as Director at Virpax Pharmaceuticals, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Jerrold Sendrow resigned as Director at Virpax Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Michael F. Dubin resigned as Director at Virpax Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Jatinder Dhaliwal was appointed as Director at Virpax Pharmaceuticals, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - Executive change Thani Jambulingam resigned as Director at Virpax Pharmaceuticals, Inc.. - Action: resigned - Role: Director source text: each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm - M&A Transactions 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 source text: Upon the closing of the Financing, the Investor acquired control of the Company by appointing a majority of the Company’s Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1708331/000121390024059660/0001213900-24-059660-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.