UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from_____ to______ Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 82-1510982 (State or other ...

Operating Expenses - Total operating expenses decreased by $6,155,344, or 28%, to $15,689,789 for the year ended December 31, 2023, compared to $21,845,133 in 2022[413] - Research and development expenses decreased by $5,645,062, or 52%, to $5,117,608 for the year ended December 31, 2023, from $10,762,670 in 2022[414] - General and administrative expenses decreased by $510,282, or 5%, to $10,572,181 for the year ended December 31, 2023, from $11,082,463 in 2022[413] Income and Loss - Other income increased by $305,868, or 157%, to $500,281 for the year ended December 31, 2023, compared to $194,413 in 2022[417] - The company incurred a net loss of $15.2 million for the year ended December 31, 2023, compared to a net loss of $21.7 million for 2022, with an accumulated deficit of $59.5 million as of December 31, 2023[430] Assets and Liabilities - Current assets decreased by $10,045,304, or 51%, to $9,628,345 as of December 31, 2023, from $19,673,649 in 2022[418] - Current liabilities increased by $4,599,434, or 149%, to $7,694,024 as of December 31, 2023, from $3,094,590 in 2022[418] - Working capital decreased by $14,644,738, or 88%, to $1,934,321 as of December 31, 2023, from $16,579,059 in 2022[418] Cash Flow - Cash used in operating activities was $9,853,772 for the year ended December 31, 2023, compared to $17,846,708 in 2022[421] - As of December 31, 2023, the company had cash of approximately $9.1 million, which decreased to approximately $2.5 million by March 22, 2024[431] Litigation and Obligations - The company accrued $6.0 million related to litigation as of December 31, 2023, with $4.0 million recognized for the year ended December 31, 2023[412] - The company is obligated to pay $2.5 million on or before July 1, 2024, as part of a Settlement Agreement, and has already paid $3.5 million[431] Financing and Future Operations - The company has not generated revenues and has not achieved profitable operations since inception, indicating a reliance on external financing for future operations[429] - The primary source of capital has been $15.8 million raised from the initial public offering in February 2021 and $37.0 million from a follow-on offering in September 2021[430] - The company anticipates needing additional financing to fund operations and complete clinical development of product candidates, with no assurance that such financing will be available on acceptable terms[432] - There is substantial doubt about the company's ability to continue as a going concern due to ongoing losses and cash position[431] - The company may need to curtail spending in research and development activities to conserve cash amid uncertainties in capital raising[432] Market Risks - The global macroeconomic environment poses risks, including potential pandemics, trade disputes, and geopolitical instability, which could negatively impact the company's financial condition[434] - The company is subject to risks associated with preclinical stage pharmaceutical development, including the uncertainty of regulatory approvals and commercial viability of products[429] Research and Development - The company plans to commit substantial resources to research and development, preclinical and clinical trials, and potential product acquisitions[419]

Financial Performance - For the year ended December 31, 2023, Virpax reported operating expenses of $15.7 million, a decrease from $21.8 million in 2022, primarily due to lower legal defense costs and reduced research and development expenses[11][12][21]. - The operating loss for 2023 was $15.2 million, compared to an operating loss of $21.7 million in 2022, indicating improved financial performance[13]. - The net loss for the year ended December 31, 2023, was $15.2 million, compared to a net loss of $21.7 million in 2022, reflecting a reduction in losses[23]. Research and Development - Research and development expenses were $5.1 million for 2023, down from $10.8 million in 2022, mainly due to a milestone payment in 2022 and decreased preclinical activities[12]. - Virpax is on track to file an Investigational New Drug (IND) application for Probudur in 2024, with a head-to-head study against free bupivacaine and EXPAREL expected to start mid-year[4][17]. - The company is continuing to develop Envelta, a non-addictive pain product candidate, and is making progress towards filing the IND[4]. Cash and Liabilities - As of December 31, 2023, Virpax had cash of approximately $9.1 million, a significant decrease from $19.0 million at the end of 2022[14]. - Virpax's total liabilities increased to $7.7 million as of December 31, 2023, compared to $3.1 million in 2022, largely due to litigation liabilities[20]. Funding and Compliance - The company has developed a core competency in securing government grants, which has become a significant source of non-dilutive funding[5]. - Virpax executed a 1-for-10 reverse stock split effective March 1, 2024, to regain compliance with Nasdaq's minimum bid price requirement[10].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from_____ to______ Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 82-1510982 (State or ot ...

FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from_____ to______ Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of registrant as specified in t ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 From the transition period from_____ to______ Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of registrant as specified in the charter) Delaware 82-1510982 (State or other ...

Financial Performance - Total operating expenses increased by 82% to $21,845,133 for the year ended December 31, 2022, compared to $12,025,500 in 2021[378]. - Cash used in operations was $17,846,708 for the year ended December 31, 2022, compared to $14,542,592 in 2021, reflecting an increase in net loss[386]. - The company incurred a net loss of $21,650,720 for the year ended December 31, 2022, compared to a net loss of $12,056,063 for 2021, resulting in an accumulated deficit of $44,354,627 as of December 31, 2022[394]. - The company has not generated revenues and has not achieved profitable operations, indicating a reliance on future capital raises for ongoing operations[393]. - The company has not generated positive cash flow from operations and anticipates incurring additional losses until significant revenue can be generated from product candidates[394]. - The auditors have expressed substantial doubt about the company's ability to continue as a going concern due to ongoing losses and litigation uncertainties[395]. Research and Development - Research and development expenses rose by 122% to $10,762,670 for the year ended December 31, 2022, from $4,839,115 in 2021, primarily due to increased preclinical activity and milestone payments[380]. - The company plans to commit substantial resources to research and development, preclinical and clinical trials, and potential product acquisitions[384]. - The company is subject to risks associated with being a preclinical stage pharmaceutical company, including substantial expenditures for research and development[393]. Operating Expenses - Significant increases in general and administrative expenses were driven by legal costs, salaries, and insurance, totaling $11,082,463 for 2022[378]. - Current assets decreased to $19,673,649 as of December 31, 2022, from $39,572,436 in 2021, while current liabilities increased to $3,094,590 from $2,087,691[384]. - The company operates under a six-month operating lease for its office facilities, indicating a commitment to ongoing operational costs[399]. Financing and Capital Requirements - No financing activities occurred in 2022, following significant capital raised in 2021 from public offerings totaling $51,329,788[387]. - Future capital requirements may necessitate raising additional funds through equity or debt financing, as no committed external sources are currently available[391]. - Additional financings will be necessary to fund operations, including litigation costs and clinical development of product candidates, with no assurance that such financing will be available on acceptable terms[396]. - The company raised a total of $52,782,672 from its initial public offering in February 2021 and an underwritten public offering in September 2021, net of issuance costs[394]. Economic and Market Risks - The global macroeconomic environment poses risks such as instability in economic markets and geopolitical tensions, which could negatively impact the company's financial condition and liquidity[397]. - The company expects to incur substantial additional operating losses for at least the next several years as it develops product candidates[390].

Financial Performance - For the six months ended June 30, 2022, the company incurred a net loss of $11,021,717, compared to a net loss of $4,722,690 for the same period in 2021, representing an increase of 133% in losses year-over-year [23]. - Total operating expenses for the three months ended June 30, 2022, were $5,904,089, a significant increase of 156% compared to $2,305,537 for the same period in 2021 [16]. - The company's accumulated deficit as of June 30, 2022, was $33,725,624, up from $22,703,907 as of December 31, 2021, indicating a worsening financial position [23]. - Cash and cash equivalents decreased to $26,061,135 as of June 30, 2022, from $36,841,992 at the end of 2021, reflecting a cash burn rate due to operating losses [19]. - The company anticipates incurring additional losses until it can generate significant revenue from its product candidates currently in development [23]. - The company plans to commit substantial resources to research and development, preclinical and clinical trials, and potential product acquisitions [138]. - Cash used in operations was $10,780,857 for the six months ended June 30, 2022, compared to $4,877,749 for the same period in 2021, reflecting a significant increase in net loss and prepaid expenses [144]. Research and Development - Research and development expenses for the six months ended June 30, 2022, were $6,599,877, compared to $1,391,565 for the same period in 2021, marking a 373% increase [15]. - Research and development expenses increased by 929% to $3,258,471 for the three months ended June 30, 2022, primarily due to preclinical activities related to AnQlar and other product candidates [128]. - Total research and development expenses for specific programs reached $3,221,976 for the three months ended June 30, 2022, compared to $278,532 in the same period of 2021 [130]. - AnQlar is being developed as a viral barrier to prevent or reduce the risk of viral infections, with positive results from animal studies indicating inhibited viral replication [111]. - The company is focused on developing non-opioid and non-addictive pain management treatments and CNS disorder therapies [96]. - Probudur, an injectable bupivacaine liposomal hydrogel, is undergoing formulation enhancements to increase stability for manufacturing [100]. - Epoladerm, a Topical Spray Film Delivery Technology, aims to manage osteoarthritis pain with a focus on safety and effectiveness [104]. Capital and Financing - Management believes that current cash is sufficient to fund operations for at least 12 months from the filing of the quarterly report, but additional financing will be needed for clinical development [26]. - The company completed an underwritten public offering on September 16, 2021, raising gross proceeds of $40 million, which were intended to support its operations [24]. - The company has not generated any revenue since its inception and continues to rely on capital raises to fund operations and R&D activities [22]. - The company anticipates significant operating losses for the foreseeable future and will require additional capital [93]. - The global pandemic has caused significant volatility in financial markets, impacting the company's ability to negotiate favorable financing terms [154]. Legal and Regulatory Matters - The company is involved in ongoing legal proceedings with Sorrento Therapeutics, with trial set for September 12 to 14, 2022 [164]. - The company plans to pursue an OTC regulatory pathway for AnQlar, which is expected to expedite drug development and approval processes [117]. - The Company has entered into a license agreement with LipoCureRx, Ltd. for exclusive global rights to develop and commercialize bupivacaine liposome, requiring an upfront fee of $150,000 and potential milestone payments of up to $19.8 million [71]. Operational Challenges - The company operates in a challenging macroeconomic environment, which may impact its financial stability and operational plans [25]. - The company is facing potential disruptions due to the ongoing COVID-19 pandemic, which may impact its financial condition and liquidity in 2022 and beyond [45]. - Disruptions from the pandemic may negatively impact the company's results of operations, financial condition, and liquidity in 2022 and potentially beyond [156]. Stock and Equity - The company had 1,187,872 stock options outstanding as of June 30, 2022, compared to 736,593 in the same period of 2021, marking an increase of about 61% [31]. - The total number of shares authorized for common stock issuance is 100,000,000, with a par value of $0.00001 per share [48]. - The company issued 1,800,000 shares of common stock related to its IPO, generating net proceeds of $15,783,207 [48]. - Unvested restricted stock awards decreased from 6,196 as of December 31, 2021, to 1,185 as of June 30, 2022, a decline of approximately 81% [53]. Internal Controls and Governance - Management evaluated the effectiveness of disclosure controls and procedures as of June 30, 2022, concluding they were effective at the reasonable assurance level [160]. - No changes in internal control over financial reporting occurred during the reporting period that materially affected internal control [161]. - There were no significant changes to critical accounting policies during the six months ended June 30, 2022 [158].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $5,137,002, compared to a net loss of $2,379,271 for the same period in 2021, representing a 115% increase in losses year-over-year [22]. - Total operating expenses for the first quarter of 2022 were $5,123,819, significantly higher than $2,348,572 in the same quarter of 2021, indicating a 118% increase [15]. - The company's accumulated deficit reached $27,840,909 as of March 31, 2022, up from $22,703,907 at the end of 2021 [22]. - Cash used in operating activities was $6,044,857 for the three months ended March 31, 2022, compared to $3,080,238 for the same period in 2021, indicating increased cash outflow [124]. - The company anticipates incurring additional operating losses for at least the next several years as it continues to develop its product candidates [128]. Cash and Financing - Cash and cash equivalents decreased to $30,797,135 as of March 31, 2022, down from $36,841,992 at the end of 2021, reflecting a decline of approximately 16% [12]. - Management believes that current cash is sufficient to fund operations for at least 12 months from the filing of the quarterly report, but additional financing will be needed [25]. - The company completed an underwritten public offering in September 2021, raising gross proceeds of $40 million, with net proceeds of approximately $37 million [23]. - No financing activities occurred during the three months ended March 31, 2022, following significant financing activities in the previous year [125]. - The global pandemic has caused significant volatility in financial markets, impacting the company's ability to negotiate favorable financing terms [136]. Research and Development - Research and development expenses for the first quarter of 2022 were $3,341,406, compared to $1,075,000 in the same period of 2021, marking a 210% increase [15]. - The company plans to commit substantial resources to research and development, clinical trials, and potential product acquisitions to support long-term growth [120]. - The company is focused on developing novel drug delivery systems for non-opioid pain management and CNS disorders to enhance patient quality of life [87]. - Envelta is being developed for non-addictive pain management, with IND enabling studies ongoing under a CRADA with NCATS, and two of four planned initial in vitro studies completed [89]. - Probudur, an injectable bupivacaine liposomal hydrogel, is undergoing preclinical studies, with a strategic delay to enhance formulation stability and extend patent lifetime [91]. Legal and Regulatory Risks - The company is involved in ongoing legal proceedings related to allegations of breach of contract and misappropriation of trade secrets, with trial set for September 12 to 14, 2022 [146]. - The company operates in a rapidly changing environment and is subject to risks associated with preclinical stage pharmaceutical companies, including the need for regulatory approvals [21]. - The company anticipates that disruptions caused by the COVID-19 pandemic may negatively impact its financial condition and liquidity in 2022 and potentially beyond [45]. Stock and Compensation - Stock-based compensation expense for Q1 2022 was $211,340, a decrease of 43% from $369,884 in Q1 2021 [54]. - The company recognized $22,013 in stock-based compensation for vested restricted shares in Q1 2022, compared to $14,844 in Q1 2021, reflecting a 48% increase [51]. - The company has total unrecognized compensation costs related to unvested stock options amounting to $878,060, expected to be recognized over a weighted average period of 2.16 years [58]. - The fair value of stock options granted during Q1 2022 was estimated at $2.16 per share, with no options granted in Q1 2021 [58]. Operational Challenges - Disruptions in supply chains and worker shortages have affected production and demand for certain goods and services, leading to uncertainty in business operations [136]. - The company anticipates that these disruptions may negatively impact its results of operations, financial condition, and liquidity in 2022 and potentially beyond [138]. - General and administrative expenses increased by $508,841, or 40%, to $1,782,413 for the three months ended March 31, 2022, primarily due to legal defense costs and new hires [116].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40064 VIRPAX PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) | Delaware | 82-1510982 | | --- | --- | | (State or other jurisdiction of | ...