VRPX Virpax Pharmaceuticals Inc

 

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): November 18, 2024

 

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.

 

On November 18, 2024, Virpax Pharmaceuticals, Inc. (the “Company”) appointed Mr. Usama Chaudhry as Chief Financial Officer of the Company under an Independent Contractor Agreement (the “Agreement”) with Chaudhry U Consulting Inc., a Canadian corporation represented by Mr. Chaudhry. In this role, Mr. Chaudhry will oversee the Company’s financial reporting, budgeting, and compliance functions, as well as develop and implement financial strategies.

 

Mr. Chaudhry is a seasoned executive with extensive expertise in corporate development, investor relations, financial reporting, and corporate governance. He currently serves on several public company boards and has a track record of aligning strategic objectives with cost-control measures to enhance organizational performance. Mr. Chaudhry earned a Bachelor of Commerce degree, majoring in accounting, from the University of Northern British Columbia.

 

There are no family relationships between Mr. Chaudhry and any director, executive officer, or other significant person at the Company. Additionally, Mr. Chaudhry has not been involved in any legal proceedings required to be disclosed under Item 401(e) of Regulation S-K in the past ten years.

 

Under the terms of the Agreement, the Company will pay Chaudhry U Consulting Inc. an annual fee of $180,000, payable in monthly installments, and reimburse reasonable, pre-approved expenses incurred in the performance of services. A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Form of Independent Contractor Agreement, dated November 18, 2024, by and between Virpax Pharmaceuticals, Inc. and Chaudhry U Consulting Inc.
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: November 20, 2024	By:	/s/ Jatinder Dhaliwal
		Jatinder Dhaliwal
		Chief Executive Officer

 

 

 

EXHIBIT 10.1

 

INDEPENDENT CONTRACTOR AGREEMENT

 

This Independent Contractor Agreement (the “Agreement”) is made as of November 18, 2024, by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (“Virpax” or the “Company”), and Chaudhry U Consulting Inc., a Canadian corporation (the “Contractor”), represented by Usama Chaudhry.

 

1. Engagement of Services

 

Virpax hereby engages Contractor to perform services as the Chief Financial Officer (the “CFO”) of the Company, and Contractor agrees to provide such services as described below in accordance with the terms and conditions of this Agreement.

 

2. Scope of Services

 

Contractor, through Usama Chaudhry, will perform the following duties for the Company:

 

●

Oversee financial reporting, budgeting, and compliance functions.

 

●

Develop and implement financial strategies.

 

●

Prepare financial statements and reports as required.

 

●

Fulfill other duties customary to the role of CFO or as otherwise agreed in writing by both parties.

 

Contractor is expected to be available during agreed-upon hours and may perform services either remotely or on-site as required and mutually agreed upon. Contractor has full discretion over how the services are performed, provided they meet the Company’s requirements as set forth in this Agreement.

 

3. Compensation

 

1.

Annual Fee: Virpax will pay Contractor an annual fee of $180,000 USD for services, payable in installments upon monthly invoicing.

 

2.

Invoicing and Payment: Contractor will invoice the Company monthly. Virpax shall remit payment within 30 days of receipt of each invoice.

 

3.

Expense Reimbursement: The Company shall reimburse Contractor for reasonable, pre-approved expenses incurred in providing services. Contractor shall submit receipts for any expenses exceeding $250 for approval prior to reimbursement.

 

4. Performance Review

 

Company and Contractor shall meet quarterly to review performance and discuss adjustments in duties, goals, or compensation, as necessary.

 

 

5. Term and Termination

 

1.

Term: This Agreement shall commence on November 18, 2024 and continue until terminated as provided herein.

 

2.

Termination:

 

o

Either party may terminate this Agreement, with or without cause, upon providing 30 days’ written notice.

 

o

The Company may terminate immediately for cause, which includes, but is not limited to, a material breach of this Agreement, gross negligence, willful misconduct, or fraud by Contractor.

 

6. Independent Contractor Status

 

Contractor and Usama Chaudhry are independent contractors and shall remain so. Nothing in this Agreement shall create an employer-employee, partnership, or joint venture relationship. Contractor is responsible for their own taxes and shall comply with all applicable laws and regulations in the performance of services under this Agreement.

 

7. Confidentiality and Non-Disclosure

 

1.

Confidential Information: Contractor agrees to hold in strict confidence and not disclose any proprietary, confidential, or trade secret information of Virpax, including but not limited to business plans, financial information, intellectual property, customer information, and other sensitive information (“Confidential Information”).

 

2.

Post-Termination Confidentiality: Contractor’s confidentiality obligation shall continue indefinitely after termination of this Agreement.

 

8. Intellectual Property Ownership

 

1.

Work Product: Any inventions, discoveries, developments, or works created in connection with Contractor’s services shall be the exclusive property of Virpax. Contractor hereby assigns any rights to such work product to Virpax.

 

2.

Pre-Existing Intellectual Property: Contractor retains all rights to pre-existing intellectual property disclosed in writing to the Company before commencing services.

 

9. Non-Competition and Non-Solicitation

 

During the term of this Agreement and for twelve (12) months post-termination, Contractor agrees not to:

 

●

Compete with Virpax or provide services to a competitor.

 

●

Use Virpax’s intellectual property, trade secrets, or Confidential Information to solicit Virpax’s employees, clients, or business partners.

 

 

10. Indemnification and Limitation of Liability

 

1.

Mutual Indemnity: Contractor shall indemnify and hold harmless Virpax from liabilities arising from Contractor’s negligence, except due to the Company’s gross negligence or misconduct. Virpax will indemnify Contractor for claims from the Company’s gross negligence.

 

2.

Limitation of Liability: Neither party shall be liable for indirect, incidental, or consequential damages, except in cases of gross negligence or willful misconduct.

 

11. Governing Law and Jurisdiction

 

This Agreement shall be governed by and construed in accordance with Delaware law, without regard to its conflict of law principles. Any disputes shall be resolved through arbitration before escalating to the exclusive jurisdiction of Pennsylvania courts.

 

12. Compliance with Laws and Taxes

 

Contractor is responsible for all applicable taxes and compliance with U.S. and Canadian regulations. Both parties shall act in accordance with all applicable laws in performing their obligations under this Agreement.

 

13. Miscellaneous

 

1.

Entire Agreement: This Agreement is the full and final understanding between the parties, superseding prior agreements.

 

2.

Amendments: Modifications shall be in writing and signed by both parties.

 

3.

Severability: If any provision is found invalid, the remaining provisions shall remain effective.

 

4.

Assignment: Contractor may not assign its rights or delegate duties without Virpax’s written consent.

 

[Signature page to follow]

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

Virpax Pharmaceuticals, Inc.
By:
Name:	Jantinder Dhaliwal
Title:	Chief Executive Officer
Chaudhry U Consulting Inc.
By:
Name:	Usama Chaudhry

 

v3.24.3

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-40064
Entity Registrant Name	Virpax Pharmaceuticals, Inc.
Entity Central Index Key	0001708331
Entity Tax Identification Number	82-1510982
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1055 Westlakes Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Berwyn
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19312
City Area Code	(610)
Local Phone Number	727-4597
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	VRPX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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