Item 1.01. Entry into a Material Definitive Agreement

On September 30, 2024, Virpax Pharmaceuticals, Inc. (the "Company"), entered into an extension agreement (the "Extension Agreement") with an institutional investor (the "Lender") pursuant to the terms of the securities purchase agreement (the "SPA") between the parties dated July 5, 2024.

Pursuant to the terms of the Extension Agreement, the Lender agreed to amend certain provisions of the SPA related to a potential financing arrangement of not less than $5 million (the "Subsequent Financing"). Under the Extension Agreement, the Lender retains the exclusive right to negotiate the terms of and consummate any Subsequent Financing until November 30, 2024 (the "Outside Date"). Additionally, the Lender holds a right of first refusal for any Subsequent Financing that may occur on or before the Outside Date. If a financing arrangement of not less than $5 million is not provided by the Lender (or its affiliate(s) and/or third-party designee(s)) by the Outside Date, the Lender's nominated members on the Company's Board of Directors (the "Board") will resign, effective immediately.

The Outside Date may be extended by up to thirty (30) days at the Company's sole discretion, subject to approval by the Board, if the Company requires additional time to complete the re-audit of its financial statements for the fiscal years ended December 31, 2022, and 2023.

The foregoing does not purport to be a complete description of the Extension Agreement and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.