Virpax Pharmaceuticals (VRPX) Announces 1:25 Reverse Share Split

Virpax Pharmaceuticals, Inc. (Nasdaq: VRPX) (“Virpax” or the “Company”) a company specializing in developing non-addictive products for pain management, post-traumatic stress disorder, central nervous system (CNS) disorders and anti-viral barrier indications, today announced that it will effect a 1-for-25 reverse stock split (“reverse split”) of its common stock, par value $0.0001 per share (“Common Stock”), that will become effective at 12:01 a.m. Eastern Time on March 20, 2025. The Company’s Common Stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VRPX” and will begin trading on a split-adjusted basis when the Nasdaq opens on March 21, 2025 (“Effective Time”). The new CUSIP number for the Common Stock following the reverse split will be 928251305.

At a special meeting of stockholders held on January 15, 2025 (the “Special Meeting”), the Company’s stockholders granted the Company’s Board of Directors (the “Board”) the discretion to effect a reverse stock split of the Company’s Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-240, with such ratio to be determined by the Board. Following the Special Meeting, the final ratio of 1-for-25 was recently approved by the Board.

The 1-for-25 reverse stock split will proportionally reduce the number of outstanding shares of Common Stock from approximately 31,062,581 shares to approximately 1,242,504 shares and the ownership percentage of each shareholder will remain unchanged other than as a result of fractional shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding equity awards and warrants, as well as the applicable exercise price. There will be no change to the total number of authorized shares of Common Stock as set forth in the Amended and Restated Certificate of Incorporation of the Company. Stockholders whose shares are held in brokerage accounts should direct any questions concerning the reverse stock split to their broker. All stockholders of record, whose shares are held with the Company’s transfer agent, VStock Transfer, may direct questions to VStock Transfer at (212) 828-8436 or [email protected].

The reverse split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of its Common Stock on the Nasdaq Capital Market, and to make the bid price more attractive to a broader group of institutional and retail investors. The Nasdaq Capital Market requires, among other things, that a listed company’s common stock maintain a minimum bid price of at least $1.00 per share.

The Company’s transfer agent, VStock Transfer, LLC, which is also acting as the paying agent for the reverse split, will provide instructions to stockholders regarding the process for exchanging stock certificates. Any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the reverse split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as reported on the Nasdaq for the ten days preceding the Effective Time.

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