SecProbe.io

CORRESP
1
filename1.htm

 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 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), Virpax Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
respectfully requests that the effective date of its Registration Statement on Form S-1 (File No. 333-284089), as amended (the “Registration
Statement”), be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on Monday, January 27, 2025, or as
soon thereafter as possible.

In making this acceleration request, the Company acknowledges
that:

    (i)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Sichenzia Ross Ference Carmel LLP, by calling Ross D. Carmel, Esq. at (646) 838-1310. We also
respectfully request that a copy of the written order from the Commission verifying the effective time and date of the Registration Statement
be sent by email to Ross D. Carmel, Esq. at rcarmel@srfc.law.

    Very truly yours,

    By:
    /s/ Jatinder Dhaliwal

    Name:
     Jatinder Dhaliwal

    Title:
    Chief Executive Officer

cc: Ross D. Carmel, Esq., Sichenzia Ross Ference Carmel
LLP