8-K

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): February 29, 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 1.01.  Entry into a Material Definitive Agreement.

On February 29, 2024, Virpax Pharmaceuticals, Inc. ( the “Company”) and Sorrento Therapeutics, Inc. (“Sorrento”) and Scilex Pharmaceuticals Inc. (“Scilex”) executed a Settlement Agreement and Mutual Release (the “Agreement”) to fully resolve all issues related to the litigation between the Company (a defendant) and Sorrento and Scilex (collectively, referred to as the “Plaintiffs”) captioned Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc. v. Anthony Mack and Virpax Pharmaceuticals, Inc., Case No. 2021-0210-PAF (the “Action”), all subject to the entry by the United States Bankruptcy Court for the Southern District of Texas, which is handling the Sorrento bankruptcy filing (the “Bankruptcy Court”), of an order approving the Agreement (the “Settlement Order”). If the Settlement Order is not entered by April 1, 2024, the Agreement terminates automatically.

As settlement consideration, the Company agreed to pay Sorrento and Scilex a total cash payment of $6 million, of which $3.5 million is to be paid two business days after the Effective Date and the remaining $2.5 million is to be paid on or before July 1, 2024. The Effective Date is defined as the date the Settlement Order is entered into if there are no objections to Sorrento’s motion for approval of the Agreement or the date the Settlement Order becomes non-appealable if there are objections to Sorrento’s motion for approval of the Agreement. Additionally, the Company agreed to pay Plaintiffs royalties of 6% of annual net sales of products developed from drug candidates Epoladerm^TM, Probudur^TM and Envelta^TM until the earlier of the expiration of the last-to-expire valid patent claim of such product and the expiration of any period of regulatory exclusivity for such product.

Each of the Plaintiffs and the Company provides mutual releases of all claims as of the Effective Date, whether known or unknown, arising from any allegations set forth in the Action. Plaintiffs’ release relates to claims against the Company only. Plaintiffs’ release as to the Company is effective upon the Company’s initial payment of $3.5 million, and the Company’s release of the Plaintiffs is effective upon the Effective Date.

Upon execution of the Agreement, the term sheet executed on February 26, 2024, which was previously announced in a press release, did not become binding or enforceable.

The foregoing summary is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference.

Item 3.03.  Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on December 28, 2023, the stockholders of the Company approved a proposal at the Company’s special meeting of stockholders (the “Special Meeting”) amending the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.00001 per share (the “Common Stock”), including stock held by the Company as treasury shares, at a ratio in the range of 1-for-2 to 1-for-20, without reducing the authorized number of shares of Common Stock. Following the Special Meeting, on February 14, 2024, the Company’s Board of Directors approved a final split ratio of 1-for-10. Following such approval, on February 29, 2024, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time (the “Effective Time”) of 12:01 a.m. Eastern Time on March 1, 2024 (the “Reverse Stock Split”).

No fractional shares will be issued in connection with the Reverse Stock Split. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split following the Effective Time shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.

The 1-for-10 Reverse Stock Split will reduce the number of outstanding shares of Common Stock from approximately 11.7 million shares to approximately 1.2 million shares. Proportional adjustments will be made to the number of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price.

After the Reverse Stock Split, the trading symbol for the Common Stock will continue to be “VRPX.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 928251206.

The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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Item 8.01.  Other Events.

Among other considerations, the 1-for-10 Reverse Stock Split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its common stock on the Nasdaq Capital Market and to make the bid price more attractive to investors. The Nasdaq Capital Market requires, among other things, that a listing a company’s common stock maintain a minimum bid price of at least $1.00 per share. However, there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising the bid price of the Common Stock for the required period.

In addition, on February 27, 2024, the Company issued a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibits
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Virpax Pharmaceuticals, Inc.
10.1	Settlement Agreement and Mutual Release between Virpax Pharmaceuticals, Inc. and Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc.
99.1	Press release of Virpax Pharmaceuticals, Inc., dated February 27, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: March 1, 2024	By:	/s/ Gerald Bruce
		Gerald Bruce
		Chief Executive Officer

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
Virpax Pharmaceuticals, Inc.

(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)

Virpax Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

1. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”), and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The amendment amends the Restated Certificate as follows:

Article IV, Section (A) of the Restated Certificate is hereby amended to add the following paragraph immediately after the first paragraph of Article IV, Section (A):

“Upon this Certificate of Amendment to the Amended and Restated Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), the shares of the Corporation’s Common Stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time shall be reclassified as and combined into a smaller number of shares such that every ten (10) shares of issued and outstanding Common Stock immediately prior to the Effective Time are automatically combined into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.00001 per share (the “Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq Capital Market for the ten (10) days preceding the Effective Time.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified and combined (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time), provided however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.”

2. This Certificate of Amendment shall be effective at 12:01 a.m. Eastern Time on March 1, 2024.

IN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer this 29^th day of February, 2024.

Virpax Pharmaceuticals, Inc.
By:	/s/ Gerald Bruce
Name:	Gerald Bruce
Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASES

This Settlement Agreement and Mutual Releases (the “Agreement”) is entered into as of February 29, 2024 by and among Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc., on the one hand, and Virpax Pharmaceuticals, Inc. on the other hand. They are collectively referred to herein as “the Parties” and each individually as a “Party.”

WHEREAS, Sorrento and Scilex filed the lawsuit captioned Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc. v. Anthony Mack and Virpax Pharmaceuticals, Inc., Case No. 2021-0210-PAF (the “Action”), in which Sorrento and Scilex asserted claims for breach of contract against Mack and tortious interference against Virpax, breach of fiduciary duty against Mack and aiding and abetting against Virpax, and trade secret misappropriation against Mack and Virpax (the “Asserted Claims”).

WHEREAS, on February 13, 2023, Sorrento filed for chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).

WHEREAS, on September 1, 2023, the Delaware Court of Chancery issued a memorandum opinion (the “Opinion”) finding: (1) Mack breached the RCA with Sorrento; (2) Virpax is liable for tortious interference with that contract; (3) Plaintiffs waived their claims for breach of Mack’s employment contract and for tortious interference with prospective economic advantage; (4) Mack breached his fiduciary duty of loyalty to Scilex; (5) Virpax aided and abetted Mack’s breach of fiduciary duty; and (6) Mack misappropriated certain Scilex trade secrets.

WHEREAS, in the Opinion, the Court instructed the parties to submit supplemental briefing on the appropriate remedy to implement its rulings. On October 18, 2023, Plaintiffs submitted a supplemental brief on remedies. On November 29, 2023, Defendants submitted a supplemental brief on remedies. On December 21, 2023, Plaintiffs submitted a supplemental reply brief on remedies.

WHEREAS, the Parties desire to settle, discharge and terminate all claims, controversies and potential claims and controversies which may exist whether known or unknown, against each other as of the Effective Date (as defined below) without resort to further claim or dispute of any nature whatsoever in any way arising out of, or in any way related to, the Action, the Asserted Claims, and any other claims, including any counterclaims, that could have been asserted in the Action, upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and representations contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound thereby, the Parties agree as follows:

TERMS OF AGREEMENT

1.Bankruptcy Court Approval. Notwithstanding any other terms of this Agreement to the contrary, the obligations and representations of the Parties under this Agreement are expressly conditioned on and subject to the entry by the Bankruptcy Court of an order approving this Agreement (the “Settlement Order”). If the Settlement Order is not entered by April 1, 2024 (or such other date as agreed to in writing by the Parties), this Agreement shall terminate automatically.

Sorrento covenants that it will seek expedited/emergency approval from the Bankruptcy Court in getting this Agreement approved by the Bankruptcy Court, and it further covenants that it will request that any such settlement order be immediately effective and will oppose any attempt to stay the Settlement Order. If there are no objections to Sorrento’s motion for approval of the Agreement, the date the Settlement Order is entered shall be and is referred to herein as the “Effective Date.” If there are objections, the date the Settlement Order becomes non-appealable shall be the “Effective Date.”

2.Settlement Consideration. Virpax will pay Sorrento and Scilex a total of $6 million. Virpax will pay that amount as follows: No later than two business days after the Effective Date, Virpax will wire $3.5 million to Scilex (the “Initial Payment”). By or on July 1, 2024, Virpax will wire the remaining $2.5 million to Scilex. 

3.Royalty Payments. Virpax shall pay a 6% royalty to Sorrento and Scilex on worldwide Net Sales of all Products sold during the Royalty Term by Virpax or any Selling Party.

a. “Products” shall mean the drug candidates referred to in the Action as Epoladerm, Probudur, and Envelta (and individually, a “Product”), and shall incorporate by reference the definition of “Product” from the June 6, 2017 License Agreement between MedPharm Limited and Virpax Pharmaceuticals, LLC, “Licensed Product” from the March 19, 2018 License and Sublicense Agreement between LipoCureRx, Ltd. and Virpax Pharmaceuticals, Inc., and “Licensed Product” from the April 11, 2019 Collaboration and License Agreement between Nanomerics Ltd. and Virpax Pharmaceuticals, Inc.

b. “Royalty Term” shall mean the period of time commencing on the date of the first commercial sale of a Product and ending on a country-by-country basis with respect to each Product upon the later of:

i. expiration of the last-to-expire valid patent claim of Virpax or its licensor covering the manufacture, use or sale of such Product in such country; and

ii. expiration of any period of regulatory exclusivity for such Product in such country.

c. “Selling Party” shall mean any affiliate sub-licensee, co-marketer, collaborator, joint venturer or other partner of Virpax.

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d. “Net Sales” shall mean with respect to any Product, the gross amount invoiced with respect thereto by Virpax or a Selling Party in an arm’s length transaction exclusively for money or, where the sale is not at arm’s length or not exclusively for money, the price that would have been so invoiced if it had been at arm’s length exclusively for money, less the following to the extent allowed, paid or accrued with respect to such sales consistent with relevant accounting standards:

i. normal and customary trade, cash and/or quantity discounts allowed and taken, and wholesaler and inventory management fees paid, with respect to sales of such product or products;

ii. amounts paid, repaid or credited by reason of defects, rejection, recalls, returns and allowances with respect to such product or products;

iii. any applicable sales, use or value-added taxes;

iv. charges, chargebacks, rebates, discounts and amounts under rebate programs paid or accrued on sale or dispensing of the such product;

v. all transportation charges, including freight, postage and insurance related directly to such product, in each case to the extent included in the invoice price to a buyer; and

vi. all other deductions allowed by relevant accounting standards, as consistently applied by Virpax and its affiliates (or their licensees or sub-licensees, as applicable) in determining net product sales.

For clarification, sale of a Product by a selling party to another selling party for resale by such entity to a third party shall not be deemed a sale for purposes of this definition of “Net Sales,” provided that the subsequent resale is included in the computation of Net Sales. Further, transfers or dispositions of Product, without consideration: (A) in connection with patient assistance programs; (B) for charitable or promotional purposes; (C) for preclinical, clinical, regulatory or governmental purposes or under so-called “named patient” or other limited access programs; or (D) for use in any tests or studies reasonably necessary to comply with applicable law, regulation or request by a regulatory authority, shall not, in each case of (A) through (D), be deemed sales of such product for purposes of this definition of “Net Sales.”

4.Destruction of Scilex Information. Within 30 days of the Effective Date, Virpax shall perform a search of its systems for Scilex’s nonpublic information, including all documents identified in the pleadings and alleged to be Scilex’s confidential information. Virpax shall destroy all hard copies of such information and shall remove any such information from its computing systems but shall create a preservation copy of such information on a hard drive that shall be maintained by Virpax’s counsel Ballard Spahr during the pendency of this Action until there is a binding settlement or final, non-appealable decision as to all parties to the Action.

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5.Affidavit regarding Scilex’s Confidential Information. Within 30 days of the Effective Date, Virpax will provide Scilex with an affidavit from its CEO confirming that that Virpax has complied with its obligation to destroy Scilex confidential information and confirming that no Scilex confidential information remains in Virpax’s possession.

6.Release by Sorrento and Scilex. Upon payment of the Initial Payment, and in exchange for the consideration set forth in this Agreement, Sorrento and Scilex, on behalf of themselves, their parents, subsidiaries, affiliates, directors, managers, officers, shareholders, members, employees, attorneys, agents, representatives, predecessors, successors and assigns, knowingly and voluntarily releases and forever discharges Virpax and its respective parents, subsidiaries, affiliates, directors, managers, officers, shareholders, members, employees, attorneys, agents, representatives, predecessors, successors and assigns (as applicable), of any and all causes of action, claims, demands, damages, debts, liabilities, attorneys’ fees and all other manner of actions (“Claims”) that were asserted in the Action, that could have been asserted in the Action, and/or that arise from or are related to the facts and circumstances alleged in the Action, and existed as of the Effective Date and could have been asserted against such released persons. For the avoidance of doubt, Defendant Anthony Mack, Virpax’s former CEO and Chairman, is not included in this release and Sorrento and Scilex reserve the ability to pursue all Claims against Mr. Mack.

7.Release by Virpax. Upon the Effective Date, and in exchange for the consideration set forth in this Agreement, Virpax, on behalf of itself and its attorneys, agents, representatives, predecessors, successors, and assigns, knowingly and voluntarily releases and forever discharges Sorrento and Scilex, and their respective parents, subsidiaries, affiliates, directors, managers, officers, shareholders, members, employees, attorneys, agents, representatives, predecessors, successors and assigns, of any and all Claims, that could have been asserted in the Action and/or that arise from or are related to the facts and circumstances alleged in the Action, and existed as of the Effective Date and could have been asserted against such released persons.

8.Releases Include Unknown Claims. The Parties acknowledge that the releases in this Agreement may include a release of Claims, whether fixed or contingent, at law or in equity that are unknown or unsuspected up to the Effective Date. The releases in this Agreement are to be interpreted as broadly as the law allows. The Parties hereby waive any common law or statutory doctrine or provision that limits the effect of a release of unknown or unsuspected claims, counterclaims, demands, damages, debts, liabilities, attorneys’ fees, actions, causes of action, obligations, covenants, contracts, agreements, promises, disputes, demands, and all other manner of actions whatsoever, whether fixed or contingent, at law or in equity, including any law or principle of common law which is similar, comparable or equivalent to Cal. Civ. Code § 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

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9.Enforcement of Releases. All of the persons and entities receiving releases in this Agreement have the right to enforce those releases.

10.Representations and Warranties of All Parties. The Parties represent and warrant:

(a) each Party has the legal right, capacity and authority to enter into this Agreement;

(b) each Party has taken all necessary corporate and legal actions, as applicable, to duly approve the making and performance of this Agreement;

(c) this Agreement has been validly executed and delivered by the Party and constitutes a valid and binding obligation, enforceable against the Party in accordance with the terms hereof;

(d) neither the execution nor performance of this Agreement by such Party constitutes or will constitute a violation or breach of such Party’s charter or bylaws (or comparable documents, as applicable);

(e) neither the execution nor the performance of this Agreement will constitute a violation or breach of any law, order, injunction, judgment, statute or regulation applicable to such Party or constitutes or will constitute a material default (or would, with the passage of time or the giving of notice, or both, constitute such a default) under any material contract, agreement or other instrument to which such Party is a party or by which it is bound;

(f) each Party has not relied upon any document, statement, representation, promise, inducement, understanding or information made or provided by any other Party or its representatives except as expressly set forth in this Agreement, and such Party has relied solely upon its own due diligence and independent judgment concerning this Agreement and the Party’s decision to enter into this Agreement;

(g) each Party has read this Agreement and fully understands all of its terms, covenants, conditions, provisions and obligations;

(h) the language, terms, conditions and provisions of this Agreement are the result of negotiations between the parties;

(i) each Party specifically acknowledges that this Agreement shall not be subject to any claim of mistake of fact, that it expresses a full and complete settlement between the Parties, and that regardless of the adequacy or inadequacy of the consideration described herein, this Agreement is intended to avoid litigation and to be a final and complete settlement of claims and obligations between the Parties described herein as covered by this Agreement;

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(j) each Party has not assigned or transferred any Claim or interest in any Claim that is the subject of the releases in this Agreement; and

(k) each Party is not presently aware of any other Claim it has against any other party arising from or relating to the facts alleged in the Action other than those asserted in the Action or referenced herein.

11.Enforcement Actions. Notwithstanding the foregoing, nothing contained herein shall be interpreted as preventing any Party from filing suit to enforce any portion of this Agreement.

12.Dismissal. No later than two business days after Scilex receives the Initial Payment, Sorrento and Scilex will stipulate to the dismissal of the Action with prejudice by filing the Stipulation of Dismissal substantially in the form attached hereto as Exhibit A. The Parties will cooperate on any requested changes to the form and manner of such Stipulation of Dismissal.

13.Choice of Law. The parties agree that the terms of the Settlement Agreement will be interpreted and construed under Delaware law, without regard to otherwise applicable conflict of law rules.

14.Jurisdiction. The Delaware Court of Chancery will retain jurisdiction over enforcement of the Settlement Agreement and the promises made therein. Jurisdiction is retained solely for that purpose.

15.Notice/Cure/Settlement Conference. Before raising any potential breaches of this Agreement with the Court, the Parties will meet and confer within five (5) business days of notice of the breach to negotiate a resolution. Notice pursuant to this requirement shall be in writing and shall be deemed duly given: (i) upon actual receipt; (ii) five (5) business days after mailing by first class, certified, or registered U.S. mail, postage prepared and addressed as indicated in Paragraph 26, return receipt requested; (iii) if given by email, once such notice or other communication is transmitted to the email address(es) specified in this Agreement, or (iv) if sent through a nationally-recognized overnight delivery service that guarantees next day delivery and addressed as indicated in this Agreement, the business day following its delivery to such service in time for next day delivery. The Party alleged to be in breach shall have seven (7) business days in which to cure the breach. If no resolution can be negotiated or if the breach is not cured within seven (7) business days, or cannot be cured, the non-breaching Party may file an action seeking to enforce this Agreement.

16. No Admission and No Precedential Value. This settlement and the terms of this Agreement constitute a compromise of the Asserted Claims and any Claims (as defined above) and is made solely to avoid the uncertainties associated with litigation and further expenditures of time, fees, and costs by the Parties. Neither the offer nor acceptance of the terms and conditions of this Agreement shall be used as evidence of, or be deemed or asserted to be, an admission of liability or fault on the part of any Party.

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17.Costs and Attorney’s Fees. The Parties shall each individually bear all attorneys’ fees, costs, and disbursements of its own counsel and consultants in connection with this Agreement and the matters and documents referred to herein, and all related matters.

18.Modification. No modification of this Agreement shall be valid unless made in a writing signed by all Parties hereto, wherein specific reference is made to this Agreement.

19.Integration. The terms of this Agreement constitute the full and complete understanding, agreement, and arrangement of the Parties with respect to the matters set forth herein and the integrated memorial of their agreement with regard to settlement, and supersede all prior agreement, except as set forth herein and as with respect to any protective/confidentiality order entered into by the Parties in the Action.

20.Construction. The headings contained in this Agreement are for convenience only and do not constitute part of and shall not be used to interpret this Agreement. The language in all parts of this Agreement shall be construed according to its fair meaning and not strictly for or against any Party because that Party or that Party’s legal representative drafted it.

21.Severability. If any terms or provision of this Agreement or any portion thereof is declared illegal or unenforceable by any court of competent jurisdiction, such provision or portion thereof shall be deemed modified so as to render it enforceable, and to the extent such provision or portion thereof cannot be rendered enforceable, this Agreement shall be considered divisible as to such provision which shall become null and void, leaving the remainder of this Agreement in full force and effect.

22.Jointly Drafted. The Agreement has been reviewed by counsel for all Parties. The Parties, through their respective legal counsel, have participated in the drafting and negotiation of this Agreement. The Agreement shall be deemed to have been jointly drafted by each of them for the purposes of applying any rule of contract construction.

23.Cooperation with Respect to this Agreement. The Parties agree to cooperate fully and execute all supplementary documents and to take all action that may be necessary or appropriate to give full force and effect to the terms and conditions of this Agreement, and which are not inconsistent with the terms set forth herein.

24.Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective parents, subsidiaries, directors, officers, agents, employees, stockholders, heirs, executors, administrators, legal representatives, predecessors, successors and assigns.

25. Counterparts and Execution. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original and may be delivered via mail, email (.pdf) or facsimile, any of which shall be deemed an original, and such counterparts will together constitute but one Agreement. The Parties agree that this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on the Parties the same as if it were physically executed and the Parties hereby consents to the use of any third party electronic signature capture service providers as may be chosen by any other Party.

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26.Notice. Any notice required or permitted to be given to the Parties will be deemed to have been properly given if delivered in person or by certifiable mail, return receipt requested, or if delivered by one of the means set forth in this Agreement, if addressed to:

For Sorrento:

Sorrento Therapeutics, Inc.
4955 Directors Place

San Diego, California 92121
HJi@sorrentotherapeutics.com

With a copy to:

Steve Feldman

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020
steve.feldman@lw.com

For Scilex:

Scilex Pharmaceuticals Inc.
960 San Antonio Road, Suite 11

Palo Alto, CA 94303

jshah@scilexholding.com

With a copy to:

Steve Feldman

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020
steve.feldman@lw.com

For Virpax:

Virpax Pharmaceuticals, Inc.
1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

gbruce@virpaxpharma.com

With a copy to:

Elizabeth A. Sloan

Ballard Spahr LLP

919 N. Market Street, Suite 11

Wilmington DE 19801

sloane@ballardspahr.com

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have signed this Agreement on the date set forth below.

	Sorrento Therapeutics, Inc.
Date: February 29, 2024	By:	/s/ Moshin Meghji
	Name:	Moshin Meghji
	Its:	Chief Restructuring Officer
	Scilex Pharmaceuticals Inc.
Date: February 29, 2024	By:	/s/ Jaisim Shah
	Name:	Jaisim Shah
	Its:	Chief Executive Officer
	Virpax Pharmaceuticals, Inc.
Date: February 29, 2024	By:	/s/ Gerald Bruce
	Name:	Gerald Bruce
	Its:	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Virpax Pharmaceuticals Announces Reverse Stock

Split to Regain Compliance with Nasdaq’s Minimum Bid Price

February 27, 2024 07:31 AM Eastern Standard Time

BERWYN, Pa.--(BUSINESS WIRE)--Virpax^® Pharmaceuticals, Inc. (“Virpax” or the “Company”) (NASDAQ: VRPX), a company specializing in developing non-addictive products for pain management, post-traumatic stress disorder, central nervous system (CNS) disorders and anti-viral barrier indications, today announced that it will effect a 1-for-10 reverse stock split (“reverse split”) of its common stock, par value $0.001 per share (“Common Stock”), that will become effective at 12:01 a.m. Eastern Time on March 1, 2024. The Company’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VRPX” and will begin trading on a split-adjusted basis when the Nasdaq opens on March 1, 2024 (“Effective Time”). The new CUSIP number for the Common Stock following the reverse split will be 928251206.

At a special meeting of stockholders held on December 28, 2023 (the “Special Meeting”), the Company’s stockholders granted the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-20, with such ratio to be determined by the Company’s Board of Directors. Following the Special Meeting, the final ratio of 1-for-10 was recently approved by the Company’s Board.

“We have made continued progress on the development of our product candidates,” stated Gerald Bruce, CEO of Virpax Pharmaceuticals. “Nevertheless, similar to other micro-cap and biotech companies, we have faced a challenging capital markets environment. We believe this reverse split will allow us to regain compliance with Nasdaq’s minimum bid price requirement and to make our bid price more attractive to a broader universe of investors. We remain highly encouraged by the outlook for the business and look forward to providing updates on our progress.”

The 1-for-10 reverse stock split will proportionally reduce the number of outstanding shares of Company Common Stock from approximately 11.7 million shares to approximately 1.2 million shares and the ownership percentage of each shareholder will remain unchanged other than as a result of fractional shares. Proportional adjustments will be made to the number of shares of Virpax’s Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price. There will be no change to the total number of authorized shares of Company Common Stock as set forth in the Amended and Restated Certificate of Incorporation of the Company. Stockholders whose shares are held in brokerage accounts should direct any questions concerning the reverse stock split to their broker. All stockholders of record, whose shares are held with the Company’s transfer agent, VStock Transfer, may direct questions to VStock Transfer at (212) 828-8436 or action@vstocktransfer.com.

The reverse split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq Capital Market, and to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital Market requires, among other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.

The Company’s transfer agent, VStock Transfer, LLC, which is also acting as the paying agent for the reverse split, will provide instructions to stockholders regarding the process for exchanging stock certificates. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the reverse split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.

About Virpax Pharmaceuticals

Virpax is developing branded, non-addictive pain management products candidates using its proprietary technologies to optimize and target drug delivery. Virpax is initially seeking FDA approval for two prescription drug candidates that employ two different patented drug delivery platforms. Probudur™ is a single injection liposomal bupivacaine formulation being developed to manage post-operative pain and Envelta™ is an intranasal molecular envelope enkephalin formulation being developed to manage acute and chronic pain, including pain associated with cancer. Virpax is also using its intranasal Molecular Envelope Technology (MET) to develop one other prescription product candidate, NobrXiol™, which is being developed for the nasal delivery of a pharmaceutical-grade cannabidiol (CBD) for the management of rare pediatric epilepsy. Virpax has competitive cooperative research and development agreements (CRADAs) for two of its prescription drug candidates, one with the National Institutes of Health (NIH) and one with the Department of Defense (DOD). Virpax is also seeking approval of two nonprescription product candidates: AnQlar, which is being developed to inhibit viral replication caused by influenza or SARS-CoV-2, and Epoladerm™, which is a topical diclofenac spray film formulation being developed to manage pain associated with osteoarthritis. For more information, please visit virpaxpharma.com and follow us on Twitter, LinkedIn and YouTube.

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Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and Private Securities Litigation Reform Act, as amended, including those described below. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.

These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential,” “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms and include statements regarding the reverse split allowing the Company to regain compliance with Nasdaq’s minimum bid price requirement, enabling the Company to attract a broader universe of investors, developing Probudur to manage post-operative pain , developing Envelta™ to manage acute and chronic pain, including pain associated with cancer, developing NobrXiol™ for the nasal delivery of a pharmaceutical-grade cannabidiol (CBD) for the management of rare pediatric epilepsy, developing AnQlar to inhibit viral replication caused by influenza or SARS-CoV-2, and developing Epoladerm™ to manage pain associated with osteoarthritis. These statements relate to future events and involve known and unknown risks, uncertainties, and other factors, including the Company’s ability to regain and maintain compliance with the Nasdaq’s minimum bid price; the Company’s ability to obtain FDA approval for its prescription drug candidates and nonprescription drug candidates; the Company’s ability to maintain competitive cooperative research and development agreements (CRADAs) for its prescription drug candidates; the Company’s ability to successfully complete research and further development and commercialization of Company drug candidates in current or future indications; the Company’s ability to obtain additional grants to help fund upcoming clinical trials; the Company’s ability to move ahead with remaining confirmational studies for Probudur and Envelta™ as planned; the Company’s ability to manage and successfully complete clinical trials and the research and development efforts for multiple product candidates at varying stages of development; the timing, cost and uncertainty of obtaining regulatory approvals for the Company’s product candidates; the Company’s ability to protect its intellectual property; the Company’s ability to obtain capital to meet its long-term liquidity needs on acceptable terms, or at all, including the additional capital which will be necessary to complete clinical trials that the Company plans to initiate; and other factors listed under “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q that the Company has filed with the U.S. Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Contacts

Investor Relations:

Betsy Brod
Affinity Growth Advisors
Betsy.brod@affinitygrowth.com
(917) 923-8541

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XML

Cover	Feb. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 29, 2024
Current Fiscal Year End Date	--12-31
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