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): December 30, 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 December 30, 2024, Virpax Pharmaceuticals, Inc. (the “Company”) entered into amendments (the “Amendments”) to the Independent Contractor Agreements with its Chief Executive Officer, Jatinder Dhaliwal, and Chief Financial Officer, Usama Chaudhry, to clarify certain provisions and align the agreements with their intended structure.

 

Under the Amendment with Mr. Dhaliwal, the Independent Contractor Agreement has been clarified to confirm that the term “Contractor” refers to Jat Consulting Corp., a company incorporated under the laws of the Province of British Columbia, Canada, through which Mr. Dhaliwal provides services as Chief Executive Officer of the Company. All payments under the agreement are directed to Jat Consulting Corp., which is responsible for compensating its personnel, including Mr. Dhaliwal. Additionally, the Amendment clarifies tax responsibilities, indemnification provisions, and other terms to ensure compliance with applicable laws and regulations.

 

Under the Amendment with Mr. Chaudhry, the Independent Contractor Agreement has been clarified to confirm that the term “Contractor” refers to Chaudhry U Consulting Inc., a Canadian corporation through which Mr. Chaudhry provides services as Chief Financial Officer of the Company. All payments under the agreement are directed to Chaudhry U Consulting Inc., which is responsible for compensating its personnel, including Mr. Chaudhry. The Amendment also clarifies tax responsibilities, indemnification provisions, and other terms to ensure compliance with applicable laws and regulations.

 

Copies of the Amendments to the Independent Contractor Agreements with Mr. Dhaliwal and Mr. Chaudhry are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		First Amendment to Independent Contractor Agreement with Jat Consulting Corp.
10.2		First Amendment to Independent Contractor Agreement with 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: December 30, 2024	By:	/s/ Jatinder Dhaliwal
		Jatinder Dhaliwal
		Chief Executive Officer

 

 

 

EXHIBIT 10.1

 

FIRST AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT

 

This First Amendment to the Independent Contractor Agreement (the “Amendment”) is entered into as of December 30, 2024, by and among Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Jat Consulting Corp., a company incorporated under the laws of the Province of British Columbia, Canada (the “Consulting Corporation”), and Mr. Jatinder Dhaliwal, an individual, the Chief Executive Officer of the Company, and authorized representative of the Consulting Corporation (the “Individual Contractor”).

 

WHEREAS, the Company, Consulting Corporation, and Individual Contractor entered into an Independent Contractor Agreement dated November 19, 2024 (the “Agreement”);

 

WHEREAS, the Agreement defines the term “Contractor” as the Individual Contractor, but the parties intend for the term to refer to the Consulting Corporation;

 

WHEREAS, the parties desire to amend the Agreement to clarify the definition of “Contractor” and to align the Agreement with this intended structure;

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the parties agree as follows:

 

1. Definition of Contractor

 

The Agreement is hereby amended to confirm that the term “Contractor” as used in the Agreement refers exclusively to Jat Consulting Corp. All references to “Contractor” in the Agreement shall be deemed to refer to Jat Consulting Corp., and all references to services performed under the Agreement shall include those performed by Mr. Dhaliwal on behalf of the Consulting Corporation as its authorized representative.

 

2. Payment Provisions

 

Section 3 of the Agreement is amended by adding a new Section 3.3 immediately following section 3.2 to read as follows: “The Contractor shall be solely responsible for compensating its personnel, including Mr. Dhaliwal, as applicable.”

 

3. Tax Responsibilities

 

Section 4.2 is amended by replacing the second sentence thereof with the following: “The Contractor shall be solely responsible for all applicable taxes related to payments received under the Agreement, including compliance with U.S. and Canadian tax laws and regulations. The Company shall have no obligation to withhold or remit any taxes on behalf of the Contractor or Mr. Dhaliwal.”

 

4. Indemnification

 

A new section, Section 10, is added to the Agreement as follows: “10 Indemnification: Contractor agrees to indemnify and hold harmless the Company from any claims, liabilities, or penalties arising from the Contractor’s failure to comply with applicable tax, legal, or regulatory obligations.” The remaining sections of the Agreement shall be renumbered accordingly as Sections 11 and 12.

 

5. Termination Provisions

 

Section 9 of the Agreement is amended by adding the following to the end thereof: “Upon any termination of the Agreement, the Contractor shall cease providing services through Mr. Dhaliwal.

 

 

6. Entire Agreement

 

This Amendment, along with the Agreement, constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

 

7. No Other Changes

 

Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.

 

[Signature page to follow]

 

 

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

 

For: Virpax Pharmaceuticals, Inc.

 

By: /s/ Katharyn Field
Name: Katharyn Field
Title: Member of Board of Directors

 

For: Jat Consulting Corp.
By: /s/ Jatinder Dhaliwal
Name: Jatinder Dhaliwal
Title: Authorized Signatory

 

For: Jatinder Dhaliwal (Individually)
By: /s/ Jatinder Dhaliwal
Name: Jatinder Dhaliwal

 

 

 

EXHIBIT 10.2

 

FIRST AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT

 

This First Amendment to the Independent Contractor Agreement (the “Amendment”) is entered into as of December 30, 2024, by and among Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Chaudhry U Consulting Inc., a Canadian corporation (the “Consulting Corporation”), and Mr. Usama Chaudhry, an individual, the Chief Financial Officer of the Company, and an authorized representative of the Consulting Corporation (the “Individual Contractor”).

 

WHEREAS, the Company and Consulting Corporation entered into an Independent Contractor Agreement dated July 18, 2024 (the “Agreement”);

 

WHEREAS, the Agreement defines the term “Contractor” as referring to the Consulting Corporation, with services provided through the Individual Contractor;

 

WHEREAS, the parties desire to amend the Agreement to clarify specific provisions and ensure alignment with its intended structure;

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the parties agree as follows:

 

1. Definition of Contractor

 

The Agreement is hereby amended to confirm that the term “Contractor” as used in the Agreement refers exclusively to Chaudhry U Consulting Inc., a Canadian corporation. All references to “Contractor” in the Agreement shall be deemed to refer to Chaudhry U Consulting Inc., and all references to services performed under the Agreement shall include those performed by Mr. Chaudhry on behalf of the Consulting Corporation as its authorized representative.

 

2. Payment Provisions

 

Section 3 of the Agreement is amended by adding a new Section 3.4 immediately following section 3.3 to read as follows: “The Contractor shall be solely responsible for compensating its personnel, including Mr. Chaudhry, as applicable.”

 

3. Tax Responsibilities

 

Section 6 of the Agreement is amended by replacing the second sentence thereof with the following: “The Contractor shall be solely responsible for all applicable taxes related to payments received under the Agreement, including compliance with U.S. and Canadian tax laws and regulations. The Company shall have no obligation to withhold or remit any taxes on behalf of Contractor or Mr. Dhaliwal.”

 

4. Indemnification

 

A new section, Section 10.3, is added to the Agreement as follows: “10.3 Indemnification: Contractor agrees to indemnify and hold harmless the Company from any claims, liabilities, or penalties arising from the Contractor’s failure to comply with applicable tax, legal, or regulatory obligations.”

 

 

5. Termination Provisions

 

Section 5 of the Agreement is amended by adding the following to the end thereof: “Upon any termination of the Agreement, the Contractor shall cease providing services through Mr. Chaudhry.”

 

6. Entire Agreement

 

This Amendment, along with the Agreement, constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

 

7. No Other Changes

 

Except as expressly amended herein, all other terms and conditions of the Agreement shall remain in full force and effect.

 

[Signature page to follow]

 

 

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

 

For: Virpax Pharmaceuticals, Inc.
By: /s/ Jatinder Dhaliwal
Name: Jatinder Dhaliwal
Title: Member of Board of Directors

 

For: Chaudhry U Consulting Inc.
By: /s/ Usama Chaudhry
Name: Usama Chaudhry
Title: Authorized Signatory

 

For: Usama Chaudhry (Individually)
By: /s/ Usama Chaudhry
Name: Usama Chaudhry

 

 

v3.24.4

Cover	Dec. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 30, 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

---