Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 2, 2024, the Listing Qualifications department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notified Virpax Pharmaceuticals, Inc. (the "Company", "we" and "us") that we did not comply with the minimum $2,500,000 stockholders' equity requirement for continued listing set forth in Nasdaq Listing Rule 5550(b) (the "Rule").

Nasdaq provided the Company until May 17, 2024 to submit to Nasdaq a plan to regain compliance. We submitted the plan to regain compliance in a timely manner, and on July 29, 2024, Nasdaq advised the Company that it had determined to grant the Company an extension to regain compliance with the Rule.

The Company was unable to regain compliance with the Rule prior to the end of the plan period (September 30, 2024). As a result, on October 3, 2024, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined that the Company did not meet the terms of the extension. As a result, unless the Company requests an appeal of the Staff's determination, trading of the Company's common stock will be suspended at the opening of business on October 14, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's common stock from listing and registration on Nasdaq.

The Company intends to submit a hearing request to the Nasdaq Hearings Panel (the "Panel"), which request is expected to stay any delisting action by the Staff at least until the hearing process concludes and any extension granted by the Panel expires.

Notwithstanding the foregoing, there can be no assurance that the Panel will grant the Company's request or an additional extension period, or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.