August 30, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: Virpax Pharmaceuticals, Inc.
Registration Statement on Form S-1, as amended
File No. 333-281080
WITHDRAWAL OF ACCELERATION REQUEST
Ladies and Gentlemen:
Reference is made to our letter, filed as correspondence via EDGAR on August 26, 2024, in which we, as the placement agent of the proposed public offering on a best efforts basis of securities of Virpax Pharmaceuticals, Inc. (the “Company”), joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for Monday, August 26, 2024, at 5:00 p.m. Eastern Time. The Company is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.
| Very truly yours, | ||
| RBW Capital Partners LLC | ||
|
By: |
/s/ Philip Gaucher | |
| Name: | Philip Gaucher | |
| Title: | Managing Partner | |
| Dominari Securities LLC | ||
| By: | /s/ Cosme Ordonez | |
| Name: | Cosme Ordonez | |
| Title: | Managing Director, Head of Investment Banking | |