Correspondence 0001213900-24-042743 from Virpax Pharmaceuticals, Inc. (VRPX) (CIK 0001708331)
Virpax Pharmaceuticals, Inc. (VRPX) (CIK 0001708331)
Date: May 14, 2024 · CIK: 0001708331 · Accession: 0001213900-24-042743
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File numbers found in text: 333-278796
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CORRESP
1
filename1.htm
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 “Act”),
A.G.P./ALLIANCE GLOBAL PARTNERS, as Sole Placement Agent, hereby joins Virpax Pharmaceuticals, Inc. (the “Company”) in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1, as amended (the
“Registration Statement”), to become effective as of 5:00 p.m., Eastern Time, on May 14, 2024, or as soon thereafter as is
practicable, or at such other time as the Company or its outside counsel, Blank Rome LLP, request by telephone that such Registration
Statement be declared effective.
Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that copies of the Preliminary Prospectus, dated
May 13, 2024, are expected to be distributed to prospective dealers, institutional investors, retail investors and others as appears
to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The
Placement Agent is aware of its obligations under, and confirm that it is complying with, the provisions of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.
Very
truly yours,
A.G.P./ALLIANCE
GLOBAL PARTNERS
By:
/s/ Thomas J. Higgins
Name:
Title:
Thomas J. Higgins
Managing Director