Attached files
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EX-23.1 - CONSENT OF EISNERAMPER LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR TH - Virpax Pharmaceuticals, Inc. | ea135839ex23-1_virpax.htm |
EX-5.1 - OPINION OF LOWENSTEIN SANDLER LLP - Virpax Pharmaceuticals, Inc. | ea135839ex5-1_virpax.htm |
As filed with the Securities and Exchange Commission on February 16, 2021.
Registration No. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Virpax Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 82-1510982 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1554 Paoli Pike, #279
West Chester, PA 19380
(484) 880-4588
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anthony Mack
Chief Executive Officer
1554 Paoli Pike, #279
West Chester, PA 19380
(484) 880-4588
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael J. Lerner Steven M. Skolnick Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (212) 262-6700 |
Jeffrey J. Fessler Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 (212) 634-3067 |
Approximate
date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-249417
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ | |||
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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum | Amount of Registration Fee | ||||||
Common Stock, $0.00001 par value per share | $ | 3,450,000 | $ | 376.40 | (3) |
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-249417). |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities. |
(3) | The Registrant previously paid filing fees of $1,999.60 in connection with previous filings of its Registration Statement on Form S-1, as amended (File No. 333-249917). |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Virpax Pharmaceuticals, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-249417), originally filed with the Commission on October 9, 2020, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective by the Commission on February 16, 2021. The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Pennsylvania, on the 16th day of February, 2021.
Virpax Pharmaceuticals, Inc. | |||
By: | /s/ Anthony Mack | ||
Name: | Anthony Mack | ||
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated:
Signature | Title | Date | ||
/s/ Anthony Mack | Chief Executive Officer (Principal Executive Officer) | February 16, 2021 | ||
Anthony Mack | and Chairman of the Board of Directors | |||
/s/ Christopher Chipman | Chief Financial Officer | February 16, 2021 | ||
Christopher Chipman | ||||
* | Director and Chairman, Compensation Committee, | February 16, 2021 | ||
Eric Floyd, PhD | Scientific and Technology Committee | |||
* | Chief Medical Officer, Director | February 16, 2021 | ||
Jeffrey Gudin, MD | ||||
* | Director and Chairman, Audit Committee | February 16, 2021 | ||
Jerrold Sendrow, CFP | ||||
* | Director and Chairman, Corporate Governance | February 16, 2021 | ||
Thani Jambulingam, PhD | ||||
* | Director | February 16, 2021 | ||
Gary Jacob, PhD | ||||
* | Director | February 16, 2021 | ||
Vanila M. Singh, MD | ||||
*By: /s/ Christopher Chipman | ||||
Christopher Chipman, Attorney-in-Fact |
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