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ThinkEquity, LLC
17 State Street, 22nd Floor

New York, New York 10004

September 9, 2021

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jordan Nimitz

 

  Re: Virpax Pharmaceuticals, Inc.
    Registration Statement on Form S-1
    Filed September 9, 2021
    File No. 333-259421

 

Dear Mr. Nimitz:

 

As representative of the underwriters of the proposed public offering of securities of Virpax Pharmaceuticals, Inc. (the “Company”), we hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on Monday, September 13, 2021, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 

Pursuant to Rule 460 under the Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

    Very truly yours,
     
    ThinkEquity, LLC
     
    By: /s/ Kevin Mangan                                                     
    Name: Kevin Mangan
    Title: Managing Director, Head of Equity Syndicate