VRPX / Virpax Pharmaceuticals, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of 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): April 2, 2025 Virpax Pharmaceutic

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): April 2, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

As filed with the Securities and Exchange Commission on March 25, 2025.

As filed with the Securities and Exchange Commission on March 25, 2025. Registration No. 333-285862 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 inc

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 21, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed on March 12, 2025.

EXHIBIT 3.1

Form of Securities Purchase Agreement to be entered into in this Offering

EXHIBIT 10.40 LB DRAFT 03/14/2025 (marked vs. SPA 01/25/2025) SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”)

As filed with the Securities and Exchange Commission on March 17, 2025.

As filed with the Securities and Exchange Commission on March 17, 2025. 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 organiza

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) VIRPAX PHARMACEUTICALS, INC.

Form of Placement Agency Agreement

EXHIBIT 1.1 Placement Agency Agreement , 2025 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attention: Chief Executive Officer Ladies and Gentlemen: This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement Agent

Form of Pre-Funded Warrant for this Offering

EXHIBIT 4.8 PRE-FUNDED COMMON SHARES PURCHASE WARRANT VIRPAX PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of regi

List of Subsidiaries*

Exhibit 21.1 Subsidiaries Novvae Pharmaceuticals, Inc. Delaware Corporation

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 5, 2025 Virpax Pharmaceu

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 5, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

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 3, 2025 Virpax Pharmaceu

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 3, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on January 30, 2025)

EXHIBIT 4.1 PRE-FUNDED COMMON SHARES PURCHASE WARRANT VIRPAX PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

Virpax Pharmaceuticals, Inc. Announces Closing of $6.0 Million Public Offering of Common Stock and Pre-Funded Warrants

EXHIBIT 99.2 Virpax Pharmaceuticals, Inc. Announces Closing of $6.0 Million Public Offering of Common Stock and Pre-Funded Warrants BERWYN, PA – January 30, 2025 – Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”), a preclinical-stage pharmaceutical company focused in novel and proprietary drug delivery systems across various pain indications, announced today the closing of i

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on January 30, 2025)

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2025, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

Form of Investor Relations Agreement, by and between the Company and Sideways Frequency LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on January 30, 2025)

EXHIBIT 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the []th day of [] , 2025 by and between Sideways Frequency (the “Consultant”) and Virpax Pharmaceuticals (the “Client”) [], 2025. WHEREAS, the Consultant is in the business of preparing, from publicly available information, advertisements (each an “Advertisement”) which shall consist o

Virpax Pharmaceuticals, Inc. Announces Pricing of $6 Million Public Offering of Common Stock and Pre-Funded Warrants

EXHIBIT 99.1 Virpax Pharmaceuticals, Inc. Announces Pricing of $6 Million Public Offering of Common Stock and Pre-Funded Warrants BERWYN, PA – January 28, 2025 – Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”), a preclinical-stage pharmaceutical company focused in novel and proprietary drug delivery systems across various pain indications, announced today the pricing of its

Form of Placement Agency Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on January 30, 2025)

EXHIBIT 10.1 Placement Agency Agreement January [·], 2025 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attention: Chief Executive Officer Ladies and Gentlemen: This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Plac

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): January 27, 2025 Virpax Pharmaceu

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): January 27, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

Form of Investor Relations Agreement, by and between the Company and IR Agency LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on January 30, 2025)

EXHIBIT 10.3 ADDENDUM TO CONSULTING AGREEMENT This Addendum to Consulting Agreement (this “Addendum”) is entered into for the purpose of amending the Consulting Agreement between IR Agency LLC (the “Consultant” or “IR Agency”) and Virpax Pharmaceuticals Inc (“you,” the “Client” or the “Company”) dated as of [], 2025, to provide for the purchase of additional Services by the Company under the Agree

Virpax Pharmaceuticals, Inc. 3,450,000 Shares of Common Stock 26,550,000 Pre-Funded Warrants to Purchase 26,550,000 Shares of Common Stock 26,550,000 Shares of Common Stock Issuable Upon Exercise of such Pre-Funded Warrants

Filed pursuant to Rule 424(b)(4)  Registration No. 333-284089 PROSPECTUS Virpax Pharmaceuticals, Inc. 3,450,000 Shares of Common Stock 26,550,000 Pre-Funded Warrants to Purchase 26,550,000 Shares of Common Stock 26,550,000 Shares of Common Stock Issuable Upon Exercise of such Pre-Funded Warrants We are offering on a best efforts basis 3,450,000 shares of our Common Stock, par value $0.00001 per sh

January 22, 2025

January 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Virpax Pharmaceuticals, Inc. Registration Statement on Form S-1, as amended File No. 333-284089 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: Monday, January 27, 2025 Requested Time: 5:00 p.m., Eastern Time Ladies and Gentlemen: Pursuant to Rule

Virpax Pharamceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA, 19312

Virpax Pharamceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA, 19312 January 22, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Virpax Pharmaceuticals, Inc. Request for Acceleration Registration Statement on Form S-1 File No. 333-284089 Ladies and Gentlemen: Pursuant to Rule 461

As filed with the Securities and Exchange Commission on January 17, 2025.

As filed with the Securities and Exchange Commission on January 17, 2025. Registration No. 333-284089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 2 to 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 in

As filed with the Securities and Exchange Commission on January 15, 2025.

As filed with the Securities and Exchange Commission on January 15, 2025. Registration No. 333-284089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No 1 to 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 in

Form of Investor Relations Agreement, by and between the Company and IR Agency LLC

EXHIBIT 10.49 ADDENDUM TO CONSULTING AGREEMENT This Addendum to Consulting Agreement (this “Addendum”) is entered into for the purpose of amending the Consulting Agreement between IR Agency LLC (the “Consultant” or “IR Agency”) and Virpax Pharmaceuticals, Inc. (“you,” the “Client” or the “Company”) dated as of [], to provide for the purchase of additional Services by the Company under the Agreemen

Form of Placement Agency Agreement

EXHIBIT 1.1 Placement Agency Agreement January , 2025 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attention: Chief Executive Officer Ladies and Gentlemen: This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placemen

Submission of Matters to a Vote of Security Holders

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): January 15, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

Form of Investor Relations Agreement, by and between the Company and Sideways Frequency LLC

EXHIBIT 10.50 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the []h day of, 202[] by and between Sideways Frequency LLC (the “Consultant”) and Virpax Pharmaceuticals (the “Client”). WHEREAS, the Consultant is in the business of preparing, from publicly available information, advertisements (each an “Advertisement”) which shall consist of buildi

Form of Securities Purchase Agreement to be entered into in this Offering

EXHIBIT 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2025, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond

Form of Pre-Funded Warrant for this Offering

EXHIBIT 4.7 PRE-FUNDED COMMON SHARES PURCHASE WARRANT VIRPAX PHARMACEUTICALS, INC. Warrant Shares: [] Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON SHARES PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

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): January 6, 2025 Virpax Pharmaceut

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): January 6, 2025 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

First Amendment to Independent Contractor Agreement with Chaudhry U Consulting Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on December 30, 2024)

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

As filed with the Securities and Exchange Commission on December 30, 2024.

As filed with the Securities and Exchange Commission on December 30, 2024. 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 organi

First Amendment to Independent Contractor Agreement with Jat Consulting Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on December 30, 2024)

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

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 Pharmace

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) (Com

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) VIRPAX PHARMACEUTICALS, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 17, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 6, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Amended and Restated Bylaws of Virpax Pharmaceuticals, Inc.

EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF VIRPAX PHARMACEUTICALS, INC. (as amended through November 27, 2024) ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “Board”) of Virpax Pharmaceuticals, Inc. (the “Corporation”), the Chairman of the Board or the Chief Execut

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 27, 2024 Virpax Pharmace

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 27, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

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 25, 2024 Virpax Pharmace

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 25, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Virpax Announces Positive Results for the Swine Model Dose Range Finding Study for Probudur™

EXHIBIT 99.2 Virpax Announces Positive Results for the Swine Model Dose Range Finding Study for Probudur™ BERWYN, PA – November 22, 2024 – Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”), 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,

Virpax Announces Agreement with the U.S. Department of Health and Human Services for the Developmental Extension for NES100 Towards IND for Acute and Chronic Non-Cancer Pain Alternative

EXHIBIT 99.1 Virpax Announces Agreement with the U.S. Department of Health and Human Services for the Developmental Extension for NES100 Towards IND for Acute and Chronic Non-Cancer Pain Alternative BERWYN, PA – November 21, 2024 – Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”), a company specializing in developing pharmaceutical products for pain management, announced tha

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 19, 2024 Virpax Pharmace

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 19, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Form of Independent Contractor Agreement, dated November 19, 2024, by and between Virpax Pharmaceuticals, Inc. and Jat Consulting Corp., the personal corporation of Mr. Jatinder Dhaliwal (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on November 22, 2024)

EXHIBIT 10.1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this November 19, 2024, by and between Virpax Pharmaceuticals, Inc., a Delaware corporation, and Jatinder Dhaliwal (the “Contractor”), through his personal corporation, Jat Consulting Corp., a company incorporated under the laws of the Province of British Columbia, C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Form of Independent Contractor Agreement, dated November 18, 2024, by and between Virpax Pharmaceuticals, Inc. and Chaudhry U Consulting Inc.

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) (Com

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 12, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Form of Investor Relations Agreement, dated November 12, 2024, between the Company and IR Agency LLC

EXHIBIT 10.3 CONSULTING AGREEMENT IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Virpax Pharmaceuticals Inc (“you,” the “Client” or the “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services. 1. Consu

Form of Pre-Funded Warrant

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: [] Issue Date: November 14, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

Form of Securities Purchase Agreement

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 12, 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and co

Form of Placement Agency Agreement

EXHIBIT 10.1 Placement Agency Agreement November 12, 2024 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attn: Chief Executive Officer Ladies and Gentlemen, This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement

Virpax Pharmaceuticals, Inc. Announces Closing of $5.0 Million Public Offering of Common Stock and Pre-Funded Warrants

EXHIBIT 99.2 Virpax Pharmaceuticals, Inc. Announces Closing of $5.0 Million Public Offering of Common Stock and Pre-Funded Warrants BERWYN, PA – November 15, 2024 – Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”), a preclinical-stage pharmaceutical company focused in novel and proprietary drug delivery systems across various pain indications, announced today the closing of

Virpax Pharmaceuticals, Inc. Announces Pricing of $5.0 Million Public Offering of Common Stock and Pre-Funded Warrants

EXHIBIT 99.1 Virpax Pharmaceuticals, Inc. Announces Pricing of $5.0 Million Public Offering of Common Stock and Pre-Funded Warrants BERWYN, PA – November 13, 2024 – Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”), a preclinical-stage pharmaceutical company focused in novel and proprietary drug delivery systems across various pain indications, announced today the pricing of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACE

Virpax Pharmaceuticals, Inc. 3,200,000 Shares of Common Stock 6,800,000 Pre-Funded Warrants to Purchase 6,800,000 Shares of Common Stock 6,800,000 Shares of Common Stock Issuable Upon Exercise of such Pre-Funded Warrants

 Filed pursuant to Rule 424(b)(4)  Registration No. 333-281080 PROSPECTUS Virpax Pharmaceuticals, Inc. 3,200,000 Shares of Common Stock 6,800,000 Pre-Funded Warrants to Purchase 6,800,000 Shares of Common Stock 6,800,000 Shares of Common Stock Issuable Upon Exercise of such Pre-Funded Warrants We are offering on a best efforts basis 3,200,000 shares of our Common Stock, par value $0.00001 per shar

As filed with the Securities and Exchange Commission on November 7, 2024.

As filed with the Securities and Exchange Commission on November 7, 2024. Registration No. 333-281080 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO 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 i

Virpax Pharamceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA, 19312

Virpax Pharamceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA, 19312 November 6, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Virpax Pharmaceuticals, Inc. Request for Acceleration Registration Statement on Form S-1 File No. 333-281080 Ladies and Gentlemen: Pursuant to Rule 461

November 6, 2024

November 6, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Doris Stacey Gama Re: Virpax Pharmaceuticals, Inc. Registration Statement on Form S-1, as amended File No. 333-281080 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: Friday, November 8, 2024 Requested Time: 9:00 a.m., Eastern Time Ladies an

As filed with the Securities and Exchange Commission on October 28, 2024.

As filed with the Securities and Exchange Commission on October 28, 2024. Registration No. 333-281080 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO 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 i

Form of Placement Agency Agreement

Exhibit 1.1 Placement Agency Agreement , 2024 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attn: Chief Executive Officer Ladies and Gentlemen, This letter (the “Agreement”) constitutes the agreement between Spartan Capital Securities, LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall

Form of Securities Purchase Agreement to be entered into in this Offering

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

As filed with the Securities and Exchange Commission on October 18, 2024.

As filed with the Securities and Exchange Commission on October 18, 2024. Registration No. 333-281080 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO 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 i

Form of Pre-Funded Warrant for this Offering

Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: Issue Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40064 VIRPAX PHARMACEUTICALS, INC.

Gerald Bruce resignation letter

EXHIBIT 17.1 To, 10/5/2024 The Board of Directors Virpax Pharmaceuticals, Inc. Re: Resignation Dear Sirs: I hereby resign from my position of Director of Virpax Pharmaceuticals, Inc., effective immediately. The individuals currently purporting to serve as Virpax’s board of directors are illegally holding those positions. I cannot continue acting as a board member in good faith with people acting i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of I

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): October 4, 2024 Virpax Pharmaceut

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): October 4, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

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): October 3, 2024 Virpax Pharmaceut

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): October 3, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

Extension Agreement, dated September 30, 2024, by and between Virpax Pharmaceuticals, Inc. and Corbo Capital Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on October 3, 2024)

EXHIBIT 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This First Amendment (this “Amendment”) to the Securities Purchase Agreement (the “Agreement”) dated as of July 5, 2024 between Virpax Pharmaceuticals, Inc., a Delaware corporation, and Corbo Capital Inc., is made as of the 25th day of September, 2024, by and between the Company and the Investor (capitalized terms used herein and not ot

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 27, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Co

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): September 30, 2024 Virpax Pharmac

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): September 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) (Co

Eric Floyd resignation letter

EXHIBIT 17.1 RESIGNATION FROM THE BOARD OF DIRECTORS OF VIRPAX PHARMACEUTICALS, INC. September 20, 2024 To: Board of Directors Virpax Pharmaceuticals Subject: Resignation from the Board of Directors To the Members of the Board of Directors: This letter is to inform you that I am resigning as a member of the Virpax Pharmaceuticals Board of Directors, effective immediately. I am compelled to resign

Letter from EisnerAmper LLP regarding change in certifying accountant

EXHIBIT 16.1 September 25, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated September 25, 2024 of Virpax Pharmaceuticals, Inc. and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item

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): September 20, 2024 Virpax Pharmac

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): September 20, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Co

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): September 16, 2024 Virpax Pharmac

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): September 16, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Co

September 16, 2024

September 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Doris Gama Office of Life Sciences Re: Withdrawal of Acceleration Request Virpax Pharmaceuticals, Inc. Registration Statement on Form S-1 (No. 333-281080) Ladies and Gentlemen: On behalf of Virpax Pharmaceuticals, Inc. (the “Company”), this letter wi

August 30, 2024

August 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Virpax Pharmaceuticals, Inc. Registration Statement on Form S-1, as amended File No. 333-281080 WITHDRAWAL OF ACCELERATION REQUEST Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on August 26, 2024, in which we, as th

August 30, 2024

August 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Doris Gama Office of Life Sciences Re: Withdrawal of Acceleration Request Virpax Pharmaceuticals, Inc. Registration Statement on Form S-1 (No. 333-281080) Ladies and Gentlemen: On behalf of Virpax Pharmaceuticals, Inc. (the “Company”), this letter will

August 26, 2024

August 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 26, 2024

August 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 20, 2024

August 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 20, 2024

August 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Placement Agency Agreement

Exhibit 1.1 Placement Agency Agreement August , 2024 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attn: Chief Executive Officer Dear Mr. Gerald Bruce: This letter (the “Agreement”) constitutes the agreement between RBW Capital Partners LLC acting through Dominari Securities LLC (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “C

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

Form of Securities Purchase Agreement to be entered into in this Offering

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

As filed with the Securities and Exchange Commission on August 13, 2024.

As filed with the Securities and Exchange Commission on August 13, 2024. Registration No. 333-281080 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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 in

VIRPAX PHARMACEUTICALS REPORTS 2024 SECOND QUARTER RESULTS AND RECENT DEVELOPMENTS

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2024 SECOND QUARTER RESULTS AND RECENT DEVELOPMENTS BERWYN, PA, August 13, 2024 — 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 viral barrier indications, today announced i

Form of Pre-Funded Warrant for this Offering

Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: Issue Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACEUTICA

Amendment to the Virpax Pharmaceuticals 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 30, 2024)

Exhibit 10.1 AMENDMENT TO THE VIRPAX PHARMACEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN Dated: July 29, 2024 WHEREAS, the Board of Directors (the “Board”) of Virpax Pharmaceuticals, Inc. (the “Company”) heretofore established the Virpax Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “Plan”); and WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of the Compa

Amendment to the Virpax Pharmaceuticals 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 30, 2024)

Exhibit 10.2 AMENDMENT TO THE VIRPAX PHARMACEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN Dated: July 29, 2024 WHEREAS, the Board of Directors (the “Board”) of Virpax Pharmaceuticals, Inc. (the “Company”) heretofore established the Virpax Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “Plan”); and WHEREAS, the Board desires to amend the Plan to increase the “evergreen provision” percentage by w

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): July 29, 2024 Virpax Pharmaceutic

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): July 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) (Commiss

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables FORM S-1 (Form Type) VIRPAX PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Car

As filed with the Securities and Exchange Commission on July 29, 2024.

As filed with the Securities and Exchange Commission on July 29, 2024. 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

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): July 25, 2024 Virpax Pharmaceutic

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): July 25, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

Virpax Regains Compliance with Nasdaq Minimum Bid Price

Exhibit 99.1 Virpax Regains Compliance with Nasdaq Minimum Bid Price BERWYN, PA – July 24, 2024 — 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, announced today that it has received for

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): July 22, 2024 Virpax Pharmaceutic

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): July 22, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

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): July 11, 2024 Virpax Pharmaceutic

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): July 11, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

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): July 10, 2024 Virpax Pharmaceutic

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): July 10, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

Virpax Announces Positive Results of Swine Model Pilot Study for Probudur™

Exhibit 99.1 Virpax Announces Positive Results of Swine Model Pilot Study for Probudur™ BERWYN, PA – July 10, 2024 — 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 resul

Form of Secured Note

Exhibit 4.1 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

Virpax Pharmaceuticals Secures $2.5 Million Loan Financing and an Agreement with an Institutional Investor to Negotiate Additional Funding --Announces Reorganization of Board of Directors--

Exhibit 99.1 Virpax Pharmaceuticals Secures $2.5 Million Loan Financing and an Agreement with an Institutional Investor to Negotiate Additional Funding -Announces Reorganization of Board of Directors- BERWYN, PA – July 8, 2024 — Virpax® Pharmaceuticals, Inc. (“Virpax” or the “Company”) (NASDAQ: VRPX), a company specializing in developing non-addictive products for pain management, post-traumatic s

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): July 5, 2024 Virpax Pharmaceutica

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): July 5, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissi

Security Agreement, dated July 5, 2024 by and between Virpax Pharmaceuticals, Inc. and Corbo Capital Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 8, 2024)

Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of July 5, 2024 (this “Agreement”), is among Virpax Pharmaceuticals, Inc., a Delaware corporation ( “Debtor”), on the one hand, and the holder(s) of the Company’s $2,500,000 principal amount of senior secured notes (“Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively,

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Securities Purchase Agreement, dated July 5, 2024 by and between Virpax Pharmaceuticals, Inc. and Corbo Capital Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 8, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2024 between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the Annex A hereto (including its successors and assigns, the “Investor”. WHEREAS, the Investor wishes to purchase from the Company, and the Company wishes to issue

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): June 28, 2024 Virpax Pharmaceutic

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): June 28, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Exhibit 1

EX-99.1 2 ea020668101ex99-1virp.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agre

VRPX / Virpax Pharmaceuticals, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea0206681-13gintravirp.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Virpax Pharmaceuticals, Inc. (Name of Issuer) Common stock, par value $0.00001 per share (Title of Class of Securities) 928251206 (CUSIP Number) May 14, 2024 (Date of Event Which Requires Filing of this Sta

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on May 17, 2024)

Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: Issue Date: May 17, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date her

Virpax Announces Pricing of $2.25 Million Public Offering

Exhibit 99.1 Virpax Announces Pricing of $2.25 Million Public Offering BERWYN, PA., May 15, 2024-(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, announced today the prici

Placement Agency Agreement, dated as of May 14, 2024, by and between Virpax Pharmaceuticals, Inc. and A.G.P./Alliance Global Partners, as placement agent.

Exhibit 1.1 Placement Agency Agreement May 14, 2024 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attn: Chief Executive Officer Dear Mr. Gerald Bruce: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement Agen

Form of Series A-2 Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on May 17, 2024)

Exhibit 4.2 SERIES A-2 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: [●] Original Issuance Date: May 17, 2024 Initial Exercise Date: May 17, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

Form of Series A-1 Warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on May 17, 2024)

Exhibit 4.1 SERIES A-1 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: [●] Original Issuance Date: May 17, 2024 Initial Exercise Date: May 17, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on May 17, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 14, 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): May 14, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissi

Virpax Pharmaceuticals, Inc. 937,034 Shares of Common Stock 1,666,667 Series A-1 Common Warrants to purchase up to 1,666,667 Shares of Common Stock 1,666,667 Series A-2 Common Warrants to purchase up to 1,666,667 Shares of Common Stock 729,633 Pre-Fu

PROSPECTUS Filed Pursuant to Rule 424-(b)(4) Registration Number 333-278796 Virpax Pharmaceuticals, Inc.

May 14, 2024

May 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Virpax Pharmaceuticals, Inc. Registration Statement on Form S-1 File No. 333-278796 Ladies and Gentlemen: In accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the

VIRPAX PHARMACEUTICALS REPORTS 2024 FIRST QUARTER RESULTS AND RECENT DEVELOPMENTS

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2024 FIRST QUARTER RESULTS AND RECENT DEVELOPMENTS BERWYN, PA, May 13, 2024 — 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 viral barrier indications, today announced its f

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissi

Placement Agency Agreement

Exhibit 1.1 Placement Agency Agreement May [●], 2024 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attn: Chief Executive Officer Dear Mr. Gerald Bruce: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement Age

SECURITIES PURCHASE AGREEMENT

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May [●], 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

As filed with the Securities and Exchange Commission on May 13, 2024.

As filed with the Securities and Exchange Commission on May 13, 2024. Registration Number 333-278796 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO 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 in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACEUTIC

May 9, 2024

May 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 3, 2024

May 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 3, 2024

May 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Form of Series A-2 Common Warrant

Exhibit 4.5 SERIES A-2 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: [●] Original Issuance Date: [●], 2024 Initial Exercise Date: [●], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a

Form of Securities Purchase Agreement to be entered into in this Offering

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May [●], 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

Form of Series A-1 Common Warrant

Exhibit 4.4 SERIES A-1 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: [●] Original Issuance Date: [●], 2024 Initial Exercise Date: [●], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a

May 2, 2024

May 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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): May 2, 2024 Virpax Pharmaceutical

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): May 2, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissio

Separation Agreement between Virpax Pharmaceuticals, Inc. and Jeffrey Gudin, MD, dated May 2, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on May 2, 2024)

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Jeffrey Gudin, MD (“Employee”) and Virpax Pharmaceuticals, Inc., (“Virpax”, or the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company until April 15, 2024; WHEREAS, Employee sign

As filed with the Securities and Exchange Commission on May 1, 2024.

As filed with the Securities and Exchange Commission on May 1, 2024. Registration Number 333-278796 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO 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 inc

Form of Pre-Funded Warrant

Exhibit 4.6 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: Issue Date: [●], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

Filing fee table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) 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): April 30, 2024 Virpax Pharmaceuti

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): April 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) (Commis

Virpax Announces Results of Maximum Tolerated Dose Study for Probudur™ -Liposomal Formulation Developed to Provide Both Immediate and Sustained Pain Relief-

Exhibit 99.1 Virpax Announces Results of Maximum Tolerated Dose Study for Probudur™ -Liposomal Formulation Developed to Provide Both Immediate and Sustained Pain Relief- BERWYN, PA – April 30, 2024 — 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 nervo

As filed with the Securities and Exchange Commission on April 26, 2024.

As filed with the Securities and Exchange Commission on April 26, 2024. Registration Number 333-278796 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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

As filed with the Securities and Exchange Commission on April 18, 2024.

As filed with the Securities and Exchange Commission on April 18, 2024. Registration Number 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 organiza

Form of Securities Purchase Agreement to be entered into in this Offering

Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [●], 2024, between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con

Filing fee table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Virpax Pharmaceuticals, Inc.

Form of Placement Agency Agreement

Exhibit 1.1 Placement Agency Agreement April [●], 2024 Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attn: Chief Executive Officer Dear Mr. Gerald Bruce: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that the Placement A

Form of Common Warrant

Exhibit 4.4 COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: [●] Original Issuance Date: [●], 2024 Initial Exercise Date: [●], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

Form of Pre-Funded Warrant

Exhibit 4.5 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Virpax Pharmaceuticals, Inc. Warrant Shares: Issue Date: [●], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

As filed with the Securities and Exchange Commission on April 5, 2024

As filed with the Securities and Exchange Commission on April 5, 2024 Registration No.

Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Virpax Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of securities to be registered Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Fee Rate Amount of regi

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): April 2, 2024 Virpax Pharmaceutic

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): April 2, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation (the “Certificate of Incorporation”) and our amended and re

Virpax Pharmaceuticals Reports 2023 Year-End Results

Exhibit 99.1 Virpax Pharmaceuticals Reports 2023 Year-End Results BERWYN, PA, March 26, 2024 — 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 viral barrier indications, today announced its financial results for the tw

Employment Agreement, dated April 7, 2021, by and between Virpax Pharmaceuticals, Inc. and Sheila Mathias (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K (File No. 001-40064) filed with the SEC on March 26, 2024)

Exhibit 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of April 7, 2021 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Sheila Mathias (the “Executive”). WHEREAS, the Company desires to employ Executive upon the terms and conditions set forth in this Agreement; WHEREAS, Executive desires to commence employment with and to provide h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of regi

Insider Trading Policy*

Exhibit 19.1 STATEMENT OF COMPANY POLICY ON INSIDER TRADING AND POLICY REGARDING SPECIAL TRADING PROCEDURES Adopted by the Board of Directors on February 26, 2021 Amended July 24, 2023 VIRPAX PHARMACEUTICALS, INC. STATEMENT OF COMPANY POLICY ON INSIDER TRADING AND POLICY REGARDING SPECIAL TRADING PROCEDURES Two copies of this Statement of Company Policy on Insider Trading and Policy Regarding Spec

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 26, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Clawback Policy*

Exhibit 97.1 Virpax Pharmaceuticals, Inc. Clawback Policy The Board of Directors (the “Board”) of Virpax Pharmaceuticals, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy is desi

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K (File No. 001-40064) filed with the SEC on March 26, 2024).

Exhibit 21.1 Subsidiaries Novvae Pharmaceuticals, Inc. Delaware Corporation

Indemnification Agreement, dated March 25, 2024, by and between Virpax Pharmaceuticals, Inc. and Vinay Shah (incorporated by reference to Exhibit 10.39 of the Company’s Annual Report on Form 10-K (File No. 001-40064) filed with the SEC on March 26, 2024)

Exhibit 10.39 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of March 25, 2024 by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Vinay Shah (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they are

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): March 15, 2024 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) (Com

Settlement Agreement and Mutual Release between Virpax Pharmaceuticals, Inc. and Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on March 1, 2024)

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.” WHERE

Virpax Pharmaceuticals Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price

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 s

Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on March 1, 2024)

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 “Gener

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 28, 2023 Virpax Pharmace

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 28, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 8, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACE

Employment Agreement, dated December 6, 2023, by and between Virpax Pharmaceuticals, Inc. and Gerald Bruce (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on December 7, 2023).

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of December 6, 2023 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Gerald Bruce (the “Executive”). Background: The parties desire to enter into this Agreement to provide for the employment of the Executive by the Company and for certain other matters in connection with such employm

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 6, 2023 Virpax Pharmaceu

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 6, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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 15, 2023 Virpax Pharmace

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 15, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

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 16, 2023 Virpax Pharmace

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 16, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Virpax Pharmaceuticals Announces Leadership Transition

Exhibit 99.1 Virpax Pharmaceuticals Announces Leadership Transition BERWYN, PA – November 17, 2023 — 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 due to ongoing l

Virpax Pharmaceuticals Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing

Exhibit 99.1 Virpax Pharmaceuticals Announces Notification from Nasdaq Related to Delayed Form 10-Q Filing BERWYN, PA – November 17, 2023 — 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 barriers, today ann

VIRPAX PHARMACEUTICALS REPORTS 2023 THIRD QUARTER RESULTS AND RECENT DEVELOPMENTS

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2023 THIRD QUARTER RESULTS AND RECENT DEVELOPMENTS BERWYN, PA, November 15, 2023 — 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 viral barrier indications, today announced

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 15, 2023 Virpax Pharmace

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 15, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40064 CUSIP NUMBER 928251107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): October 10, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

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): September 1, 2023 Virpax Pharmace

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): September 1, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

Virpax Pharmaceuticals Updates on Litigation

Exhibit 99.1 Virpax Pharmaceuticals Updates on Litigation BERWYN, PA – September 5, 2023 — 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 viral barrier indications, today announced that it has received a ruling on the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 15, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

Amendment No. 2 to Employment Agreement, dated August 15, 2023, by and between Virpax Pharmaceuticals, Inc. and Anthony Mack (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on August 16, 2023).

Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment, dated August 15, 2023 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated as of September 18, 2018, as amended March 29, 2022 (the “Employment Agreement”), is entered into between Virpax Pharmaceuticals, Inc. (the “Company”) and Anthony P. Mack (the “Executive”). Capitalized terms used herein without definitio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

VIRPAX PHARMACEUTICALS REPORTS 2023 SECOND QUARTER RESULTS AND RECENT DEVELOPMENTS

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2023 SECOND QUARTER RESULTS AND RECENT DEVELOPMENTS BERWYN, PA, August 14, 2023 — 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 viral barrier indications, today announced i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACEUTICA

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): July 24, 2023 Virpax Pharmaceutic

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): July 24, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Virpax Pharmaceuticals Announces CFO Transition

Exhibit 99.1 Virpax Pharmaceuticals Announces CFO Transition BERWYN, PA, June 20, 2023 — 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 viral barrier indications, today announced the appointment of Vinay Shah as Chief

Employment Agreement, dated June 20, 2023, by and between Virpax Pharmaceuticals, Inc. and Vinay Shah (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on June 21, 2023).

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT effective as of June 20, 2023 (this “Agreement”) between Virpax Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, and Vinay Shah (the “Executive”). Background: The parties desire to enter into this Agreement to provide for the employment of the Executive by the Company and for certain other matters in connection with such employme

Separation Agreement, dated June 18, 2023, by and between Virpax Pharmaceuticals, Inc. and Christopher Chipman incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on June 21, 2023).

Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Christopher M. Chipman (“Employee”) and Virpax Pharmaceuticals, Inc., Inc. (“Virpax”, or the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee was employed by the Company; WHEREAS, Employee signed an Emplo

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): June 18, 2023 Virpax Pharmaceutic

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): June 18, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

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): June 7, 2023 Virpax Pharmaceutica

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): June 7, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissi

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Amendment to By-Laws dated June 5, 2023 (incorporated by reference to Exhibit 3.1 to Company’s Current Report on Form 8-K (File No. 001-40064) filed with the SEC on June 7, 2023).

Exhibit 3.1 VIRPAX PHARMACEUTICALS, INC. AMENDMENT TO BYLAWS This Amendment to the Amended and Restated Bylaws (the “Bylaws”) of Virpax Pharmaceuticals, Inc., as adopted by the Board of Directors pursuant to Article VI of said Bylaws, is effective as of the 5th day of June, 2023. Article I, Section 1.6 of the Bylaws, entitled “Quorum”, be, and hereby is, deleted in its entirety and replaced with t

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): May 12, 2023 Virpax Pharmaceutica

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): May 12, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACEUTIC

VIRPAX PHARMACEUTICALS REPORTS 2023 FIRST QUARTER RESULTS AND RECENT DEVELOPMENTS

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2023 FIRST QUARTER RESULTS AND RECENT DEVELOPMENTS BERWYN, PA, May 12, 2023 — 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 viral barrier indications, today announced its f

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): April 10, 2023 Virpax Pharmaceuti

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): April 10, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

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): March 24, 2023 Virpax Pharmaceuti

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): March 24, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Virpax Pharmaceuticals Announces Appointment of Barbara A. Ruskin, Ph.D, J.D. to the Board of Directors

Exhibit 99.1 Virpax Pharmaceuticals Announces Appointment of Barbara A. Ruskin, Ph.D, J.D. to the Board of Directors BERWYN, PA, March 28, 2023 — 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 viral barrier indication

Virpax Pharmaceuticals Reports 2022 Year-End Results

Exhibit 99.1 Virpax Pharmaceuticals Reports 2022 Year-End Results BERWYN, PA, March 22, 2023 — 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 viral barrier indications, today announced its financial results for the tw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of regi

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): March 22, 2023 Virpax Pharmaceuti

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): March 22, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Description of Securities.+

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation (the “Certificate of Incorporation”) and our amended and re

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): March 13, 2023 Virpax Pharmaceuti

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): March 13, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Other Events

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 17, 2023 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

VRPX / Virpax Pharmaceuticals Inc / Mack Anthony P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VIRPAX PHARMACEUTICALS, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) 928251107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

VRPX / Virpax Pharmaceuticals Inc / Kepos Capital LP Passive Investment

SC 13G/A 1 p23-0162sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Virpax Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 928251107 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropri

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 22, 2022 Virpax Pharmace

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 22, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Com

As filed with the Securities and Exchange Commission on November 22, 2022

As filed with the Securities and Exchange Commission on November 22, 2022 Registration No.

Filing Fee Table

Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Virpax Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of securities to be registered Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Fee Rate Amount of regi

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 9, 2022 Virpax Pharmaceu

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 9, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Comm

VIRPAX PHARMACEUTICALS REPORTS 2022 THIRD QUARTER RESULTS --Company Highlights Development Timelines for Product Candidates--

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2022 THIRD QUARTER RESULTS -Company Highlights Development Timelines for Product Candidates- BERWYN, PA / November 9, 2022 / Virpax® Pharmaceuticals, Inc. (“Virpax” or the “Company”) (NASDAQ:VRPX) a company specializing in developing non-addictive product candidates for pain management, post-traumatic stress disorder, central nervous system (CNS) disorde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACE

Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Tel: (610) 727-4597

Virpax Pharmaceuticals, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Tel: (610) 727-4597 October 14, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Virpax Pharmaceuticals, Inc. Registration Statement on Form S-3 (File No. 333-267790) Filed on October 7, 2022 Ladies and Gentlemen: Virpax Pharmace

As filed with the Securities and Exchange Commission on October 7, 2022

As filed with the Securities and Exchange Commission on October 7, 2022 Registration No.

Form of Senior Note (included in Exhibit 4.5).*

Exhibit 4.5 VIRPAX PHARMACEUTICALS, INC., as Issuer and [?], as Trustee INDENTURE Dated as of [?] Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d) 310(c) Inappl

Form of Subordinated Note (included in Exhibit 4.6).*

Exhibit 4.6 VIRPAX PHARMACEUTICALS, INC., as Issuer and ?, as Trustee INDENTURE Dated as of ? Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between VIRPAX PHARMACEUTICALS, INC. and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.0

Filing Fee table.

EX-FILING FEES 6 ea166804ex-feevirpaxpharma.htm FILLING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Virpax Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per

VIRPAX PHARMACEUTICALS REPORTS 2022 SECOND QUARTER RESULTS AND RECENT DEVELOPMENTS --Company Advances Product Candidate Pipeline— --Announces Preliminary Results from Virology Study--

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2022 SECOND QUARTER RESULTS AND RECENT DEVELOPMENTS -Company Advances Product Candidate Pipeline? -Announces Preliminary Results from Virology Study- BERWYN, PA, August 15, 2022 ? Virpax? Pharmaceuticals, Inc. (?Virpax? or the ?Company?) (NASDAQ:VRPX), a company specializing in developing non-addictive product candidates for pain management, post-traumat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commi

Virpax Pharmaceuticals, Inc. Form of Incentive Stock Option Grant Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 25, 2022).

Exhibit 10.3 INCENTIVE STOCK OPTION GRANT AGREEMENT VIRPAX PHARMACEUTICALS, INC. This Stock Option Grant Agreement (the ?Grant Agreement?) is made and entered into effective on the Date of Grant set forth in Exhibit A (the ?Date of Grant?) by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the individual named in Exhibit A hereto (the ?Optionee?). WHEREAS, the

Virpax Pharmaceuticals, Inc. Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 25, 2022).

Exhibit 10.4 VIRPAX PHARMACEUTICALS, INC. RESTRICTED STOCK AWARD AGREEMENT This Restricted Stock Award Agreement (the ?Agreement?), dated as of the ?Award Date? set forth in the attached Exhibit A, is entered into between Virpax Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the individual identified in Exhibit A (the ?Awardee?). WHEREAS, the Company desires to provide the Awar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): July 25, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

Virpax Pharmaceuticals, Inc. Form of Nonqualified Stock Option Grant Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 25, 2022).

Exhibit 10.2 NONQUALIFIED STOCK OPTION GRANT AGREEMENT VIRPAX PHARMACEUTICALS, INC. This Stock Option Grant Agreement (the ?Grant Agreement?) is made and entered into effective on the Date of Grant set forth in Exhibit A (the ?Date of Grant?) by and between Virpax Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the individual named in Exhibit A hereto (the ?Optionee?). WHEREAS,

Virpax Pharmaceuticals, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 25, 2022).

Exhibit 10.1 Execution Copy VIRPAX PHARMACEUTICALS, INC. 2022 EQUITY INCENTIVE PLAN Table of Contents 1. Establishment and Purpose 1 2. Definitions 1 3. Administration. 6 4. Shares Subject to the Plan 7 5. Participation and Awards 9 6. Compensatory Grants to Non-Employee Directors. 9 7. Stock Options 10 8. Stock Appreciation Rights 12 9. Restricted Stock Awards 13 10. Stock Unit Awards 14 11. Perf

Virpax Pharmaceuticals, Inc. Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-40064) filed with the SEC on July 25, 2022).

Exhibit 10.5 RESTRICTED STOCK UNIT AWARD AGREEMENT VIRPAX PHARMACEUTICALS, INC. This Restricted Stock Unit Award Agreement (the ?Agreement? or ?Award Agreement?), dated as of the ?Award Date? set forth in the attached Exhibit A, is entered into between Virpax Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and the individual named in Exhibit A hereto (the ?Awardee?). WHEREAS, the Co

Virpax Will Pursue Direct to OTC Pathway for Epoladerm™ for Pain Associated with Osteoarthritis

Exhibit 99.1 Virpax Will Pursue Direct to OTC Pathway for Epoladerm? for Pain Associated with Osteoarthritis BERWYN, PA, June 27, 2022 ? 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 indications, today ann

Financial Statements and Exhibits, Other Events

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): June 27, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commiss

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ea161458-defa14avirpax.htm DEFINITIVE ADDITIONAL MATERIALS United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from to Commission File Number: 001-40064 VIRPAX PHARMACEUTICAL

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 16, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commissi

VIRPAX PHARMACEUTICALS REPORTS 2022 FIRST QUARTER RESULTS AND RECENT DEVELOPMENTS --Company Continues to Successfully Advance Product Candidates --

Exhibit 99.1 VIRPAX PHARMACEUTICALS REPORTS 2022 FIRST QUARTER RESULTS AND RECENT DEVELOPMENTS -Company Continues to Successfully Advance Product Candidates - BERWYN, PA, May 16, 2022 ? Virpax? Pharmaceuticals, Inc. (?Virpax? or the ?Company?) (NASDAQ:VRPX), today announced its financial results for the quarter ended March 31, 2022, and other recent developments. ?We continue to make excellent pro

As filed with the Securities and Exchange Commission on May 6, 2022

As filed with the Securities and Exchange Commission on May 6, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 4 ea159515ex-feevirpaxpharma.htm FILING FEE TABLE Exhibit 107.1 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Virpax Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Title of securities to be registered Fee Calculation Rule Amount to be registered(1) Proposed maximum offering price per share(2) Pro

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2022 Virpax Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40064 82-1510982 (State or Other Jurisdiction of Incorporation) (Commis

Amendment No. 1, dated March 29, 2022, to the Employment Agreement by and between Virpax Pharmaceuticals, Inc. and Anthony Mack, dated September 18, 2017 (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K (File No. 001-40064) filed with the SEC on March 22, 2023)

Exhibit 10.7 FIRST AMENDED EMPLOYMENT AGREEMENT This FIRST AMENDED EMPLOYMENT AGREEMENT dated March 29, 2022, and effective as of January 31, 2022 (this ?Agreement?) between Virpax Pharmaceuticals, Inc. (the ?Company?), a Delaware corporation, and Anthony P. Mack (the ?Executive?). Background: WHEREAS, the parties entered into an Employment Agreement dated as of September 18, 2018 (the ?Employment

Amendment No. 1, dated March 29, 2022, to the Employment Agreement by and between Virpax Pharmaceuticals, Inc. and Jeffrey Gudin, MD, dated April 15, 2021 (incorporated by reference to Exhibit 10.11 of the Company’s annual report on Form 10-K (File No. 001-40064) filed with the SEC on March 22, 2023)

Exhibit 10.11 FIRST AMENDED EMPLOYMENT AGREEMENT This FIRST AMENDED EMPLOYMENT AGREEMENT dated March 29, 2022, and effective as of January 31, 2022, (this ?Agreement?) between Virpax Pharmaceuticals, Inc. (the ?Company?), a Delaware corporation, and Jeffrey Gudin, MD (the ?Executive?). Background: WHEREAS, the parties entered into an Employment Agreement dated as of April 15, 2021 (the ?Employment

Virpax Pharmaceuticals Reports 2021 Year-End Results --Company Advances All Pre-Clinical Programs--

Exhibit 99.1 Virpax Pharmaceuticals Reports 2021 Year-End Results -Company Advances All Pre-Clinical Programs- BERWYN, PA -Virpax? Pharmaceuticals, Inc. (?Virpax? or the ?Company?) (NASDAQ:VRPX), today announced its financial results for the twelve months ended December 31, 2021, and other recent developments. ?In the fourth quarter of 2021 and into the beginning of 2022, we have continued to make

Amended and Restated Collaboration and License Agreement between Nanomerics Ltd. and Virpax Pharmaceuticals, Inc., dated as of March 9, 2022 (incorporated by reference to Exhibit 10.26 of the Annual Report on Form 10-K (File No. 001-40064) filed with the SEC on March 22, 2023).

Exhibit 10.26 CONFIDENTIAL Certain identified information has been excluded because it is both not material and would likely cause competitive harm if publicly disclosed. AMENDED & RESTATED COLLABORATION AND LICENSE AGREEMENT BETWEEN NANOMERICS Ltd AND VIRPAX PHARMACEUTICALS, INC. AMENDED & RESTATED COLLABORATION AND LICENSE AGREEMENT This Amended & Restated Collaboration and License Agreement (th