Material Event Form 8 K

Item 8.01. Other Events.

On January 6, 2025, Virpax Pharmaceuticals, Inc. (the "Company") received a decision letter from the Nasdaq Hearings Panel (the "Panel"), granting the Company's request to continue its listing on The Nasdaq Stock Market (the "Nasdaq"), subject to certain conditions. The Panel's decision provides the Company with an exception until April 1, 2025, to demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule"), which requires a minimum level of $2.5 million in stockholders' equity.

The Panel reviewed the Company's compliance plan, which included recent and planned fundraising activities, cost-cutting measures, and strategies for achieving compliance with the Equity Rule. As part of the conditions outlined in the Panel's decision, the Company is required to file public disclosures by April 1, 2025, describing the transactions and financial measures undertaken to regain compliance, along with additional income projections and evidence of compliance with all applicable Nasdaq listing criteria.

In addition, the Company is currently operating under a bid price grace period, which extends through April 2, 2025, to address its non-compliance with the Nasdaq minimum closing bid price requirement (the "Bid Price Rule"). The Company has scheduled a shareholder meeting on January 15, 2025, to seek approval for a reverse stock split, which it believes will enable compliance with the Bid Price Rule by February 11, 2025.

The Company is taking steps to address the conditions outlined in the Nasdaq decision and remains confident in its ability to meet all applicable requirements within the specified timeframes.