Asfiled with the Securities and Exchange Commission on April 18, 2024.

RegistrationNumber 333-           

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT

UNDERTHE SECURITIES ACT OF 1933

VIRPAXPHARMACEUTICALS, INC.

(ExactName of Registrant as Specified in its Charter)

1055Westlakes Drive, Suite 300

Berwyn,Pennsylvania 19312

(610)727-4597

(Address,Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

GeraldBruce

ChiefExecutive Officer

1055Westlakes Drive, Suite 300

Berwyn,Pennsylvania 19312

(610)727-4597

(Name,Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

withcopies to:

Approximatedate of commencement of proposed sale to public:

Assoon as practicable after the effective date hereof.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission, acting pursuant to Section 8(a), may determine.

Theinformation contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

VirpaxPharmaceuticals, Inc.

Up to      Shares of Common Stock

Up to      Common Warrants to purchase       Shares of Common Stock

Up to      Pre-Funded Warrantsto purchase      Shares of Common Stock

Up to      Shares of CommonStock Underlying such Pre-Funded Warrants

Up to      Sharesof Common Stock Underlying such Common Warrants

We are offering on abest efforts basis up to      shares of our common stock, par value $0.00001 per share (the “Common Stock”), and accompanying warrants(the “Common Warrants”) to purchase an aggregate of up to      shares of Common Stock at an assumed combined public offering priceof      per share of Common Stock and accompanying Common Warrant, which was the last sale price of the Common Stock as reported by the NasdaqCapital Market (“Nasdaq”) on April     , 2024 of $      .

EachCommon Warrant is assumed to have an exercise price of $           per share (100% of the public offering price per share of Common Stock and accompanyingCommon Warrant), will be exercisable upon issuance, and will expire five years from the date of issuance. Theshares of Common Stock and Common Warrants will be issued separately and will be immediately separable upon issuance but will be purchasedtogether in this offering. This prospectus also relates to the shares of Common Stock issuable upon exercise of the Common Warrants soldin this offering.

We are also offeringto each purchaser, if any, whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, togetherwith its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) ofour outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser sochooses, pre-funded warrants, (the “Pre-Funded Warrants”), in lieu of shares of Common Stock that would otherwise result inthe purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares ofCommon Stock. Each Pre-Funded Warrant will be immediately exercisable for one share of Common Stock and may be exercised at any time untilall of the Pre-Funded Warrants are exercised in full. Each Pre-Funded Warrant is being issued together with the same Common Warrant describedabove being issued with each share of Common Stock. The purchase price of each Pre-Funded Warrant and accompanying Common Warrant willequal the price per share at which the shares of Common Stock and accompanying Common Warrant are being sold to the public in this offering,minus $0.00001, and the exercise price of each Pre-Funded Warrant will be $0.00001 per share. The Pre-Funded Warrantsand Common Warrants will be issued separately and will be immediately separable upon issuance but will be purchased together in this offering. Foreach Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. This offeringalso relates to the shares of Common Stock issuable upon exercise of any Common Warrants and Pre-Funded Warrants sold in this offering.We refer to the shares of Common Stock, Common Warrants and Pre-Funded Warrants to be sold in this offering collectively as the “Securities.”

Forpurposes of clarity, each share of Common Stock or Pre-Funded Warrant to purchase one share of Common Stock is being sold together witha Common Warrant to purchase one share of Common Stock.

OurCommon Stock is listed on the Nasdaq Capital Market under the symbol “VRPX.” The last reported sale price of our commonstock on Nasdaq on April    , 2024 was $        per share. Wehave assumed a public offering price of $        pershare of Common Stock and accompanying Common Warrant, which was the last reported sale price on Nasdaq of our shares of CommonStock on April        , 2024. The actual offering price per share of Common Stock and accompanyingCommon Warrant or Pre-Funded Warrant and accompanying Common Warrant, will be negotiated between us and the investors, inconsultation with the placement agent based on, among other things, the trading price of our Common Stock prior to the offering andmay be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus maynot be indicative of the final offering price. In addition, there is no established public trading market for the Common Warrantsand Pre-Funded Warrants and we do not expect a market to develop. We do not intend to apply for a listing of the Common Warrants orPre-Funded Warrants on any national securities exchange.

Wehave engaged A.G.P./Alliance Global Partners (A.G.P.) to act as our exclusive placement agent (the “Placement Agent”) inconnection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the Securitiesoffered by this prospectus. The Placement Agent is not purchasing or selling any of the Securities we are offering and the PlacementAgent is not required to arrange the purchase or sale of any specific number of Securities or dollar amount. We have agreed to pay tothe Placement Agent the fees set forth in the table below, which assumes that we sell all of the Securities offered by this prospectus.See the section entitles “Plan of Distribution” on page 29of this prospectus for more information regarding these arrangements.

TheSecurities are expected to be issued in a single closing and the combined public offering price per share of Common Stock or Pre-FundedWarrant and accompanying Common Warrant will be fixed for the duration of this offering. We will deliver all Securities to be issuedin connection with this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”) upon receiptof investor funds received by us. Accordingly, neither we nor the Placement Agent have made any arrangements to place investor fundsin an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securitiesoffered hereunder.  There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimumoffering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, whichmay significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the eventthat we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. Further, any proceedsfrom the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be ableto use such funds to effectively implement our business plan. See the section entitled “Risk Factors” on page 6of this prospectus for more information.

Thisoffering will terminate on May 25, 2024, unless the offering is fully subscribed before that date or we decide to terminate the offering(which we may do at any time in our discretion) prior to that date. We will bear all costs associated with the offering.

Weare an emerging growth company under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to complywith certain reduced public company reporting requirements for this prospectus and future filings.

Youshould read this prospectus, together with additional information described under the heading “Where You Can Find More Information”carefully before you invest in any of our securities.

Investingin our Securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 6of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Deliveryof the Securities is expected on or about         , 2024.

SolePlacement Agent

A.G.P. 

Thedate of this prospectus is         , 2024

TABLEOF CONTENTS

Theregistration statement containing this prospectus, including the exhibits to the registration statement, provides additional informationabout us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our websiteand the website of the Securities and Exchange Commission. See “Where You Can Find More Information.”

Informationcontained in, and that can be accessed through our web site, www.virpaxpharma.com, shall not be deemed to be part ofthis prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determiningwhether to purchase the Common Stock offered hereunder.

Unlessthe context otherwise requires, the terms “we,” “us,” “our,” “the Company,” “Virpax”and “our business” refer to Virpax Pharmaceuticals, Inc. and “this offering” refers to the offering contemplatedin this prospectus. 

Aboutthis Prospectus

Weand the Placement Agent have not authorized anyone to provide any information to you or to make any representations other than thosecontained, or incorporated by reference, in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectusesprepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby,and only under circumstances and in jurisdictions where offers and sales are permitted. You should not assume that the information containedin this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of thedocument or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporatedby reference, even though this prospectus or any applicable prospectus supplement is delivered, or securities are sold, on a later date.Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

Wemay also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus formsa part that may contain material information relating to this offering. The prospectus supplement or post-effective amendmentmay also add, update or change information contained in this prospectus. If there is any inconsistency between the information in thisprospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplementor post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment,and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can FindMore Information” and “Incorporation of Certain Information by Reference.”

Neitherwe nor the Placement Agent have taken any action to permit this offering or possession or distribution of this prospectus in any jurisdictionwhere action for that purpose is required, other than in the United States.

Forinvestors outside the United States: We have not, and the Placement Agent has not, done anything that would permit this offeringor possession or distribution of this prospectus or any applicable free writing prospectus in any jurisdiction where action for thatpurpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectusand any applicable free writing prospectus must inform themselves, and observe any restrictions relating to, the offering of the commonstock and the distribution of this prospectus outside the United States.

Thisprospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to theactual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of someof the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registrationstatement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled“Where You Can Find More Information.”

INDUSTRYAND MARKET DATA

Unlessotherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive positionis based on a variety of sources, including information from third-party industry analysts and publications and our own estimates andresearch. Some of the industry and market data contained in this prospectus are based on third-party industry publications. This informationinvolves a number of assumptions, estimates and limitations.

Theindustry publications, surveys and forecasts and other public information generally indicate or suggest that their information has beenobtained from sources believed to be reliable. We believe this information is reliable as of the applicable date of its publication,however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications.In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendmentor any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based onvarious factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment,any prospectus supplement and under similar headings in the other documents that are incorporated by reference into this prospectus.Accordingly, investors should not place undue reliance on this information.

TRADEMARKS,SERVICE MARKS AND TRADE NAMES

Weown or have rights to use a number of registered and common law trademarks, service marks and/or trade names in connection with our businessin the United States and/or in certain foreign jurisdictions.

Solelyfor convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ^® and™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicablelaw, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus containsadditional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, servicemarks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend ouruse or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsementor sponsorship of us by, any other companies.

Virpax®is a registered tradename for Virpax® Pharmaceuticals, Inc. It was registered under the United States Patent and Trademark Officeunder serial number 87897821 on December 11, 2018. Our logo is a registered tradename for Virpax® Pharmaceuticals, Inc. It was registeredunder the United States Patent and Trademark Office under serial number 87897809 on January 1st, 2019. For the purpose of this prospectus,Virpax® will be referred to as Virpax. Additionally, “we”, “our”, “the company” will be synonymouswith Virpax. We have obtained a notice of allowance for our trademark AnQlar™. We have filed for trademark protection with theUSPTO for Probudur™, Epoladerm™, NobrXiol™, and Envelta™.

RISK FACTORS

Investing in our Securities involves a highdegree of risk. You should consider carefully the risks described below, together with all of the other information included or incorporatedby reference in this prospectus, including the risks and uncertainties discussed under “Risk Factors” in the Annual Reporton Form 10-K, which has been filed with the SEC and is incorporated by reference in this prospectus, as well as any updates thereto containedin subsequent filings with the SEC or any free writing prospectus, before deciding whether to purchase our Securities in this offering.All of these risk factors are incorporated herein in their entirety. The risks described below and incorporated by reference are materialrisks currently known, expected or reasonably foreseeable by us. However, the risks described below and incorporated by reference arenot the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business,operating results, prospects or financial condition. If any of these risks actually materialize, our business, prospects, financial condition,and results of operations could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in aloss of all or part of your investment.

This prospectus also contains forward-lookingstatements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-lookingstatements as a result of a number of factors, including the risks described below or incorporated by reference. See the section titled“Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to this Offering and OurCommon Stock

We will need additionalfuture financing which may not be available on acceptable terms, if at all and will result in the issuance of additional securities beingissued which will cause investors to experience further dilution.

We expect to requiresubstantial additional capital until our operations generate sufficient revenue to cover our expenses. Accordingly, we will need to obtainsubstantial additional funding in connection with our continuing operations. There are currently no other commitments by any person forfuture financing. Our securities may be offered to other investors in other offerings at a price lower than the price per share offeredin this offering, or upon terms which may be deemed more favorable than those offered to investors in this offering. In addition, theissuance of securities in any future financing may dilute an investor’s equity ownership and have the effect of depressing the marketprice for our securities. Moreover, we may issue securities convertible or exchangeable into Common Stock, in future transactions. Theissuance of any such derivative securities, which is at the discretion of our Board of Directors, may further dilute the equity ownershipof our stockholders.

Evenif we raise the maximum offering amount, we will need additional financing in order to file our Investigational New Drug Application (“IND”)for Probudur. If we do not succeed in raising additional funds on acceptable terms, we will be unable to file our IND or obtain approvalof our product candidate from the FDA and other regulatory authorities. In addition, we could be forced to delay, discontinue or curtailproduct development, forego research and development activities. We estimate that we will require a total of approximately $11.0 millionfor the completion of our planned IND filing for Probudur, including the $2.5 million that we are obligated to pay to the Plaintiffspursuant to the Settlement Agreement and other expenditures that we will needto incur in order to develop our other product candidates. 

Our managementhas broad discretion in using the net proceeds from this offering.

Other than with respectto the $2.5 million payment to be made pursuant to the terms of the Settlement Agreement, we have stated, in only a general manner, howwe intend to use the net proceeds from this offering. See “Use of Proceeds.” We cannot, with any assurance, be more specificat this time. If Mr. Mack were to seek indemnification and/ or damages from us, we will be required to use the proceeds from this offeringto make such payments. Any such amounts for indemnification, contribution or other amounts awarded by the Court in Mr. Mack’s favorcould be significant. See “Litigation” under “Recent Developments” in the Prospectus Summary, above. We will havebroad discretion in the timing of the expenditures and application of proceeds received in this offering. If we fail to apply the netproceeds effectively, we may not be successful in bringing our proposed products to market. You will not have the opportunity to evaluateall of the economic, financial or other information upon which we may base our decisions to use the net proceeds from this offering. Wemay use the proceeds of this offering in ways that do not increase our operating results or enhance the value of our common stock.

This is a reasonable best efforts offering,with no minimum amount of Securities required to be sold, and we may sell fewer than all of the Securities offered hereby.

The Placement Agent hasagreed to use its reasonable best efforts to solicit offers to purchase the Securities in this offering. The Placement Agent has no obligationto buy any of the Securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the Securities.There is no required minimum number of Securities that must be sold as a condition to completion of this offering, and there can be noassurance that the offering contemplated hereby will ultimately be consummated. Even if we sell Securities offered hereby, because thereis no minimum offering amount required as a condition to closing of this offering, the actual offering amount is not presently determinableand may be substantially less than the maximum amount set forth on the cover page of this prospectus. We may sell fewer than allof the Securities offered hereby, which may significantly reduce the amount of proceeds received by us. Thus, we may not raise the amountof capital we believe is required for our operations in the short-term and may need to raise additional funds, which may not be availableor available on terms acceptable to us.

Because there is no minimum requiredfor the offering to close, investors in this offering will not receive a refund in the event that we do not sell an amount of securitiessufficient to pursue the business goals outlined in this prospectus.

We have not specifieda minimum offering amount nor have or will we establish an escrow account in connection with this offering. Because there is no escrowaccount and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable tofulfill our objectives due to a lack of interest in this offering. Further, because there is no escrow account in operation and no minimuminvestment amount, any proceeds from the sale of Securities offered by us will be available for our immediate use, despite uncertaintyabout whether we would be able to use such funds to effectively implement our business plan. Investor funds will not be returned underany circumstances whether during or after the offering.

If you purchaseshares of our Common Stock sold in this offering, you will experience immediate and substantial dilution in the net tangible book valueof your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additionaldilution to investors.

The price per share ofour Common Stock being offered may be higher than the net tangible book value per share of our outstanding common stock prior to thisoffering, which may result in new investors in this offering incurring immediate dilution. To the extent outstanding stock options areexercised, there will be further dilution to new investors. For a more detailed discussion of the foregoing, see the section entitled“Dilution” below. To the extent additional stock options or warrants are issued, there will be further dilution to new investors.

This offering maycause the trading price of our Common Stock to decrease.

The price per share,together with the number of shares of Common Stock we issue if this offering is completed, may result in an immediate decrease in themarket price of our Common Stock. This decrease may continue after the completion of this offering.

Because we willnot declare cash dividends on our Common Stock in the foreseeable future, stockholders must rely on appreciation of the value of our CommonStock for any return on their investment.

We have never declaredor paid cash dividends on our Common Stock. We currently anticipate that we will retain future earnings for the development, operationand expansion of our business and will not declare or pay any cash dividends in the foreseeable future. As a result, only appreciationof the price of our Common Stock, if any, will provide a return to investors in this offering.

There is no publicmarket for the Pre-Funded Warrants and Common Warrants being offered in this offering.

There is no establishedpublic trading market for the Pre-Funded Warrants and Common Warrants being offered in this offering, and we do not expect a market todevelop. In addition, we do not intend to apply to list the Pre-Funded Warrants and Common Warrants on Nasdaq or any national securitiesexchange or other nationally recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants and CommonWarrants will be limited.

Holders of thePre-Funded Warrants and Common Warrants offered hereby will have no rights as Common Stockholders with respect to the shares our CommonStock underlying the Pre-Funded Warrants and Common Warrants until such holders exercise their Pre-Funded Warrants and Common Warrantsand acquire our Common Stock, except as otherwise provided in the Pre-Funded Warrants and Common Warrants.

Until holders of thePre-Funded Warrants and Common Warrants acquire shares of our Common Stock upon exercise thereof, such holders will have no rights withrespect to the shares of our Common Stock underlying such Pre-Funded Warrants and Common Warrants, except to the extent that holders ofsuch Pre-Funded Warrants and Common Warrants will have certain rights to participate in distributions or dividends paid on our CommonStock as set forth in the Pre-Funded Warrants and Common Warrants. Upon exercise of the Pre-Funded Warrants and Common Warrants, the holderswill be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercisedate.

The Pre-FundedWarrants and Common Warrants are speculative in nature.

Commencing on the initialexercise date, holders of the Common Warrants may acquire shares of Common Stock issuable upon exercise of such Common Warrants at anexercise price of $       per share of Common Stock and holders of the Pre-Funded Warrants may acquire shares of Common Stock issuableupon exercise of such Pre-Funded Warrants at an exercise price of $0.00001 per share of Common Stock. There can be no assurancethat the market value of the Common Warrants and Pre-Funded Warrants will equal or exceed their public offering price. In theevent the market price per share of our Common Stock does not exceed the exercise price of the Common Warrants during the period whenthe Common Warrants are exercisable, the Common Warrants may not have any value.

Purchasers whopurchase our Securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers thatpurchase without the benefit of a securities purchase agreement.

In addition to rightsand remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securitiespurchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contractprovides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement, including:(i) a covenant to not enter into variable rate financings for a period of six (6) months following the closing of the offering, subjectto an exception; (ii) a covenant to not enter into any equity financings for sixty (60) days from closing of the offering, subject tocertain exceptions.

Our failure tomeet the continued listing requirements of The Nasdaq Capital Market could result in a de-listing of our common stock.

Our shares of commonstock are listed for trading on The Nasdaq Capital Market under the symbol “VRPX.” If we fail to satisfy the continued listingrequirements of The Nasdaq Capital Market such as the corporate governance requirements, the stockholder’s equity requirement orthe minimum closing bid price requirement, The Nasdaq Capital Market may take steps to de-list our common stock or warrants.

On April 2, 2024, we received a notification letterfrom the Listing Qualifications Staff of Nasdaq notifying us that our stockholders’ equity as reported in our Annual Report, didnot meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1)requires companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000. In the Annual Report,we reported stockholders’ equity of $1,934,321, which is below the minimum stockholders’ equity required for continued listingpursuant to Nasdaq Listing Rule 5550(b)(1). Additionally, as of the date of this prospectus, we do not meet the alternative Nasdaq continuedlisting standards under Nasdaq Listing Rules.

This notice of noncompliance has had no immediateimpact on the continued listing or trading of our common stock on The Nasdaq Capital Market, which will continue to be listed and tradedon Nasdaq, subject to our compliance with the other continued listing requirements. Nasdaq has given us until May 17, 2024 to submit toNasdaq a plan to regain compliance. If our plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date ofNasdaq’s letter to evidence compliance.

On April 10, 2023, we receiveda written notice Nasdaq indicating that we are not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq ListingRule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). On November 16, 2023, wereceived a notice from Nasdaq notifying that we were not in compliance with the continued listing requirements of Nasdaq Listing Rule5250(c)(1) because our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 had not yet been filed with the Securitiesand Exchange Commission (“SEC”). Although, we have regained compliance with the $1.00 Minimum Bid Price requirement set forthin Nasdaq Listing Rule 5550(a)(2) by effecting a reverse stock split and we have regained compliance with the 10-Q filing delinquency,there can be no assurance that we will continue to maintain compliance with the Nasdaq continued listing requirements. Any perceptionthat we may not regain compliance for future noncompliance or a delisting of our common stock by Nasdaq could adversely affect our abilityto attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such sharestrade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition,delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interestin our common stock and might deter certain institutions and persons from investing in our common stock.

We intend to attemptto take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that we will regaincompliance. Any perception that we may not regain compliance or a delisting of our common stock by Nasdaq could adversely affect our abilityto attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such sharestrade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholder. In addition,delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interestin our common stock and might deter certain institutions and persons from investing in our common stock.

In the event of a de-listing,we would take actions to attempt to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance thatany such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity ofour common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliancewith Nasdaq’s listing requirements.

The National SecuritiesMarkets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,which are referred to as “covered securities.” Because our common stock is listed on The Nasdaq Capital Market, our commonstock is covered securities. Although the states are preempted from regulating the sale of covered securities, the federal statute doesallow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then thestates can regulate or bar the sale of covered securities in a particular case. Further, if we were to be delisted from The Nasdaq CapitalMarket, our common stock would cease to be recognized as covered securities and we would be subject to regulation in each state in whichwe offer our securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKINGSTATEMENTS

Certain statements in this prospectus may contain“forward-looking statements” within the meaning of the federal securities laws. Our forward-looking statements include, butare not limited to, statements about us and our industry, as well as statements regarding our or our management team’s expectations,hopes, beliefs, intentions or strategies regarding the future. Additionally, any statements that refer to projections, forecasts or othercharacterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We intend theforward-looking statements to be covered by the safe harbor provisions of the federal securities laws. Words such as “may,”“should,” “could,” “would,” “predicts,” “potential,” “continue,”“expects,” “anticipates,” “future,” “intends,” “plans,” “believes,”“estimates,” and similar expressions, as well as statements in future tense, may identify forward-looking statements, butthe absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements should not be readas a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved.Forward-looking statements are based on information we have when those statements are made or management’s good faith belief asof that time with respect to future events, and are subject to significant risks and uncertainties that could cause actual performanceor results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could causesuch differences include, but are not limited to:

The risks and uncertaintiesincluded here are not exhaustive or necessarily in order of importance. Other sections of this prospectus, including “Risk Factors”beginning on page 6, our Annual Report on Form 10-K for the year ended December 31, 2023, and other reportsthat we file with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operatein a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management topredict all such risk factors.

Further, it is not possibleto assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actualresults to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors shouldnot place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to corrector update any forward-looking statements to reflect events or circumstances that occur after the date of this prospectus.

USE OF PROCEEDS

We estimate that wewill receive net proceeds from this offering of approximately $      million (assuming the sale of themaximum number of Securities offered hereby), based upon an assumed public offering price of $       per share and accompanying CommonWarrant (which is the last reported sale price of our Common Stock on Nasdaq on April       , 2024), after deducting the estimatedPlacement Agent fees, inclusive of financial advisor fees, and estimated offering expenses payable by us and assuming no issuance ofany Pre-Funded Warrants and no exercise of the Common Warrants. However, because this is a reasonable best efforts offering with nominimum number of Securities or amount of proceeds as a condition to closing, the actual offering amount, Placement Agent’sfees, and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on thecover page of this prospectus, and we may not sell all or any of the Securities we are offering. As a result, we may receivesignificantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds from thesale of 75%, 50%, and 25% of the Securities offered in this offering would be approximately $       million, $       million, and $       million,respectively, after deducting the estimated Placement Agent fees, inclusive of financial advisor fees, and estimated offeringexpenses payable by us, and assuming no issuance of any Pre-Funded Warrants and assuming no exercise of the Common Warrants.

These estimates excludethe proceeds, if any, from the exercise of Common Warrants offered hereby. We will only receive additional proceeds from the exerciseof the Common Warrants we are selling in this offering if the Common Warrants are exercised for cash. If all of the Common Warrants offeredhereby were to be exercised in cash at the exercise price of $       per share, we would receive additional proceeds of approximately $       million.We cannot predict when or if these Common Warrants will be exercised. It is possible that these Common Warrants may expire and may neverbe exercised. Additionally, these Common Warrants contain a cashless exercise provision that permit exercise of such Common Warrants ona cashless basis at any time when there is no effective registration statement under the Securities Act covering the issuance of the underlyingshares.

We intend to use thenet proceeds from this offering to pay the $2.5 million that we are obligated to pay to the Plaintiffs pursuant to the Settlement Agreementand for working capital and other general corporate purposes. We expect to require an additional $11.0 million in order to file our INDfor Probudur, including the $2.5 million that we are obligated to pay to the Plaintiffs. Therefore,even if we sell the maximum number of Securities, we will need to raise additional capital in order to file our IND. Pending ouruse of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, includingshort-term, investment-grade, interest-bearing instruments and U.S. government securities.

This expected use ofnet proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change inthe future as our plans and business conditions evolve. Other than with respect to the $2.5 million that we are obligated to pay to thePlaintiffs pursuant to the Settlement Agreement, our management will have significant flexibility and discretion in the timing and applicationof the net proceeds of the offering. If Mr. Mack were to seek indemnification and/ or damages from us, we will be required to use theproceeds from this offering to make such payments. See “Litigation” under “Recent Developments” in the ProspectusSummary, above. Unforeseen events or changed business conditions may result in application of the proceeds of the offering in a mannerother than as described in this prospectus. Our stockholders may not agree with the manner in which our management chooses to allocateand spend the net proceeds. See “Risk Factors.”

CAPITALIZATION

Thefollowing table sets forth our cash and our capitalization as of December 31, 2023:

Thepro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual public offeringprice and other terms of this offering as determined at pricing. You should read the information in this table together with our auditedfinancial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, incorporated by reference in this prospectus.

A $0.10 increase or decreasein the assumed public offering price of $       per share (the last reported sale price of our common stock on the Nasdaq Capital Market onApril       , 2024), would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital,total stockholders’ equity and total capitalization by approximately $       million, assuming that the number of shares offered by us,as set forth on the cover page of this prospectus, remains the same and after deducting Placement Agent fees, inclusive of financial advisorfees, and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrantsand no exercise of Common Warrants.

Anincrease or decrease of 100,000 shares of Common Stock in the number of shares offered by us, as set forth on the cover page ofthis prospectus, would increase or decrease the pro forma as adjusted amount of each of cash and cash equivalents, additionalpaid-in capital, total stockholders’ equity and total capitalization by approximately $      million, assuming no change in the assumed public offering price per share and after deductingPlacement Agent fees, inclusive of financial advisor fees, and estimated offering expenses payable by us andassuming no sale of Pre-Funded Warrants and no exercise of Common Warrants.

Thetable above is based on 1,171,233 shares of our Common Stock outstanding as of December 31, 2023 and does not include as of such date:

DILUTION

Ifyou invest in our Common Stock in this offering, your ownership interest will be diluted immediately to the extent of the differencebetween the public offering price per share of our Common Stock and the as adjusted net tangible book value per share of our Common Stockimmediately after this offering.

Dilutionresults from the fact that the public offering price per share is substantially in excess of the book value per share attributable tothe existing stockholders for the presently outstanding shares of common stock. We calculate net tangible book value per share by dividingthe net tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of Common Stock.

Our historical net tangiblebook value as of December 31, 2023 was approximately $1.9 million, or $1.65 per share. Our historical net tangible book value is the amountof our total tangible assets less our total liabilities. Historical net tangible book value per share represents our historical net tangiblebook value deficit divided by the 1,171,233 shares of our Common Stock outstanding as of December 31, 2023.

Ourpro forma net tangible book value as of December 31, 2023 was $1.9 million, or $1.65per share of our Common Stock. Pro forma net tangible book value per share represents total tangible assets less total liabilities,divided by the number of shares of our Common Stock outstanding as of April       , 2024, aftergiving effect to the payment of $3.5 million on March 18, 2024 to the Plaintiffs pursuant to the terms of the Settlement Agreementand the reduction in liability resulting therefrom.

Aftergiving effect to the payment of the $3.5 million payment on March 18, 2024 and receipt of the estimated maximum net proceeds fromour sale of Securities in this offering, based on an assumed public offering price of $       per share (the last reported sale price of ourCommon Stock on the Nasdaq Capital Market on April       , 2024), after deducting estimated Placement Agent fees, inclusive of financial advisorfees, and estimated offering expenses payable by us and assuming no sale of Pre-Funded Warrantsand no exercise of Common Warrants, our pro forma as adjusted net tangible book value at December 31, 2023 would have been approximately$       million, or $       per share. This represents an immediate increase in net tangible book value per share of $       to existing stockholders andan immediate decrease in net tangible book value per share of $       to you. The following table illustrates this dilution on a per share basisto new investors:

Thedilution information discussed above is illustrative only and will change based on the actual public offering price and other terms ofthis offering determined at pricing.

A $0.10 decrease inthe assumed public offering price of $       per share of Common Stock and accompanying Common Warrant (the last reported sale price of ourCommon Stock on the Nasdaq Capital Market on April       , 2024) would decrease our as adjusted net tangible book value per share afterthis offering by $       and dilution per share to new investors purchasing common stock in this offering by $       , assuming that the number ofshares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated PlacementAgent fees, inclusive of financial advisor fees, and estimated offering expenses payable by us andassuming no sale of Pre-Funded Warrants and no exercise of Common Warrants.

A $0.10 increase in theassumed public offering price of $       per share of Common Stock and accompanying Common Warrant (the last reported sale price of our CommonStock on the Nasdaq Capital Market on April       , 2024) would increase our as adjusted net tangible book value per share after this offeringby $       and dilution per share to new investors purchasing Securities in this offering by $       , assuming that the number of Securities offeredby us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated Placement Agent fees, inclusiveof financial advisor fees, and estimated offering expenses payable by us and assuming no sale ofPre-Funded Warrants and no exercise of Common Warrants.

An increase in the number of shares of CommonStock offered by       shares of Common Stock (resulting in gross proceeds of approximately $       million) would increase our pro forma as adjustednet tangible book value as of December 31, 2023 after this offering to $       or approximately $       per share, and would change the dilution toinvestors in this offering to approximately $       per share, assuming that the assumed offering price per share, as set forth on the coverpage of this prospectus, remains the same, after deducting Placement Agent fees, inclusive of financial advisor fees, and estimated offeringexpenses payable by us and assuming no sale of Pre-Funded Warrants and no exercise of Common Warrants. 

A decrease in thenumber of shares of Common Stock offered by       to       shares ofCommon Stock (resulting in gross proceeds of approximately $       million) would decrease our proforma as adjusted net tangible book value as of December 31, 2023 after this offering to $       , orapproximately $       per share, and would change the dilution to investors in this offering toapproximately $       per share, assuming that the assumed offering price per share, as set forth onthe cover page of this prospectus, remains the same, after deducting Placement Agent fees, inclusive of financial advisor fees, andestimated offering expenses payable by us and assuming no sale of Pre-Funded Warrants and noexercise of Common Warrants.

Thetable and discussion above do not include:

Tothe extent any outstanding options or other equity awards are exercised or become vested or any additional options or other equity awardsare granted and exercised or become vested or other issuances of our common stock are made, there may be further economic dilution tonew investors.

DESCRIPTIONOF OUR CAPITAL STOCK

Thefollowing description of our capital stock and the provisions of our certificate of incorporation and our bylaws are summaries and arequalified by reference to our certificate of incorporation and bylaws. We have filed copies of these documents with the SEC as exhibitsto our registration statement of which this prospectus forms a part.

General

Ourauthorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.00001 per share, and 10,000,000 shares of PreferredStock, par value $0.00001 per share.

As of April 18, 2024, 1,171,233 shares of ourCommon Stock are issued and outstanding, and no shares of our preferred stock are issued and outstanding.

CommonStock

Voting. Theholders of Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders, except on matters relatingsolely to the terms of preferred stock.

Dividends. Subjectto preferences that may be applicable to any outstanding preferred stock, the holders of Common Stock are entitled to receive ratablysuch dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor.

Liquidation. Inthe event of our liquidation, dissolution or winding up, the holders of Common Stock are entitled to share ratably in all assets remainingafter payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

OtherRights and Preferences. The holders of our Common Stock have no preemptive, subscription, cumulative voting or conversion rightsand there are no redemption or sinking fund provisions applicable to our Common Stock.

PreferredStock

Ourboard of directors is authorized to issue up to 10,000,000 shares of preferred stock in one or more series without stockholder approval.Our board of directors may determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights,conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

Theissuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes,could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstandingvoting stock. The rights of holders of our Common Stock described above, will be subject to, and may be adversely affected by, the rightsof any preferred stock that we may designate and issue in the future.

NasdaqListing

OurCommon Stock is listed on the Nasdaq Capital Market under the symbol “VRPX.”

TransferAgent and Registrar

Thetransfer agent and registrar for our Common Stock is VStock Transfer, LLC. VStock is located at 18 Lafayette Place, Woodmere, New York,New York 11598. Their telephone number is (212) 828-8436.

PotentialAnti-Takeover Effects

Certainprovisions set forth in our certificate of incorporation and our bylaws and in Delaware law, which are summarized below, may be deemedto have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might considerto be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held bystockholders.

Potential Effects ofAuthorized but Unissued Stock

We have shares of common stock and preferred stockavailable for future issuance without stockholder approval. We may utilize these additional shares for a variety of corporate purposes,including future public offerings to raise additional capital, to facilitate corporate acquisitions or payment as a dividend on the capitalstock.

The existence of unissued and unreserved commonstock and preferred stock may enable our board of directors to issue shares to persons friendly to current management or to issue preferredstock with terms that could render more difficult or discourage a third-party attempt to obtain control of us by means of a merger, tenderoffer, proxy contest or otherwise, thereby protecting the continuity of our management. In addition, the board of directors has the discretionto determine designations, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights,redemption privileges and liquidation preferences of each series of preferred stock, all to the fullest extent permissible under the DGCLand subject to any limitations set forth in our certificate of incorporation. The purpose of authorizing the board of directors to issuepreferred stock and to determine the rights and preferences applicable to such preferred stock is to eliminate delays associated witha stockholder vote on specific issuances. The issuance of preferred stock, while providing desirable flexibility in connection with possiblefinancings, acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire,or could discourage a third-party from acquiring, a majority of our outstanding voting stock.

Certificate of Incorporationand Bylaws

Inaddition to the foregoing, our certificate of incorporation and/or our bylaws contain the following provisions:

StaggeredBoard. Our board of directors is divided into three classes of directors, Class I, II and III, with each class servinga term ending at the third annual meeting following its election.

Nominationsof Directors and Proposals of Business. Our bylaws generally regulate nominations for election of directors by stockholders and proposalsof business at annual meetings. In general, our bylaws require stockholders intending to submit nominations or proposals at an annualmeeting of stockholders to provide the Company with advance notice thereof, including information regarding the stockholder proposingthe business as well as information regarding the nominee or the proposed business. Our bylaws provide a time period during which nominationsor business must be provided to the Company that creates a predictable window for the submission of such notices, eliminating the riskthat the Company finds a meeting will be contested after printing its proxy materials for an uncontested election and providing the Companywith a reasonable opportunity to respond to nominations and proposals by stockholders.

Removal of Directors. Our certificateof incorporation and bylaws provide that subject to the rights of the holders of any series of preferred stock, any director or the entireBoard may be removed from office at any time, but only for cause.

BoardVacancies. Our certificate of incorporation generally provides that only the board of directors (and not the stockholders) may fillvacancies and newly created directorships.

StockholderAction by Written Consent. Our certificate of incorporation prohibits stockholders from acting by written consent. Accordingly, stockholderaction must take place at an annual or a special meeting of the Company’s stockholders.

Special Meeting of Stockholders. Ourcertificate of incorporation generally provides that special meetings of stockholders for any purpose or purposes may be called atany time by our board of directors, the Chairman of the Board or the Chief Executive Officer. Business transacted at any specialmeeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Amendmentof Certificate of Incorporation or Bylaws. Our certificate of incorporation requiresa supermajority vote of stockholders (at least 66 2/3% in voting power of the outstanding stock of the Company entitled to vote thereon)to amend our bylaws and certain provisions of our certificate of incorporation.

Whilethe foregoing provisions of our certificate of incorporation, our bylaws and Delaware law may have an anti-takeover effect, these provisionsare intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulatedby the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control.In that regard, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions alsoare intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouragingothers from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of ourCommon Stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changesin our management.

DelawareTakeover Statute

Weare subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publiclyheld Delaware corporation from engaging in a “business combination” with any “interested stockholder” for threeyears following the date that the person became an interested stockholder, unless the interested stockholder attained such status withthe approval of our board of directors or unless the business combination is approved in a prescribed manner. A “business combination”includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of morethan 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more ofour outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Choice of Forum

Unless we consent in writing to the selectionof an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that theCourt of Chancery does not have subject matter jurisdiction, the federal district court of the State of Delaware) is the exclusive forumfor (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciaryduty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’sstockholders (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws(as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware,or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the state of Delaware. The exclusive forumprovision also provides that unless we consent in writing to the selection of an alternative forum, the federal district courts of theUnited States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the SecuritiesAct. Notwithstanding the foregoing, the exclusive forum provision will not apply to suits broughtto enforce any liability or duty created by the Exchange Act. Nothing in our certificate of incorporation will preclude stockholders thatassert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law.

DESCRIPTIONOF SECURITIES WE ARE OFFERING

We are offering up to         shares of our Common Stock together with Common Warrants to purchase up to           shares of Common Stock.

We are offering to certainpurchasers whose purchase of shares in this offering would otherwise result in the purchaser, together with its affiliates and certainrelated parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of CommonStock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-FundedWarrants, in lieu of shares of Common Stock that otherwise would result in such purchaser’s beneficial ownership exceeding 4.99%(or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock, together with Common Warrants to purchase upto        shares of Common Stock. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.00001.For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

CommonStock

Thematerial terms and provisions of our Common Stock are described under the caption “Description of Our Capital Stock” in thisprospectus.

CommonWarrants to be Issued in this Offering

Thefollowing summary of certain terms and provisions of the Common Warrants that are being offered hereby is not complete and is subjectto, and qualified in its entirety by, the provisions of the Common Warrants.

Durationand Exercise Price

Each Common Warrant offeredhereby will be a warrant to purchase one share of Common Stock and will have an initial exercise price equal to $        pershare (representing 100% of the price at which a share of Common Stock and accompanying Common Warrant are sold to the public in thisoffering). The Common Warrants will be exercisable immediately upon issuance and will expire five years from the date of issuance. Theexercise price and number of shares of Common Stock issuable upon exercise is subject to appropriate adjustment in the event of sharedividends, share splits, reclassification of shares or similar events affecting our Common Stock. Subject to the rules and regulationsof the applicable trading market, we may at any time during the term of the Common Warrant, subject to the prior written consent of theholders, reduce the then current exercise price to any amount and for any period of time deemed appropriate by our board of directors.The Common Warrants will be issued separately from the shares of Common Stock, or the Pre-Funded Warrants, as the case may be.

Exercisability

TheCommon Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of acashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Common Warrants tothe extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon atleast 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding sharesafter exercising the holder’s Common Warrants up to 9.99% of the number of our shares of Common Stock outstanding immediately aftergiving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants. Purchasersof Common Warrants in this offering may also elect prior to the issuance of the Common Warrants to have the initial exercise limitationset at 9.99% of our outstanding shares.

CashlessExercise

If, at the time a holderexercises its Common Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Common Warrantsunder the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwisecontemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may exercise its Common Warrants(either in whole or in part) at such time by means of a cashless exercise in which the holder shall be entitled to receive upon such exercisethe net number of shares of Common Stock determined according to a formula set forth in the Common Warrants, which generally providesfor a number of shares equal to (A) (1) the volume weighted average price on the trading day preceding the notice of exercise, if thenotice of exercise is executed and delivered (x) on a day that is not a trading day or (y) prior to the opening of “regular tradinghours” on a trading day or (2) the VWAP on the trading day immediately preceding the date of the notice of exercise, if the noticeof exercise is executed and delivered during “regular trading hours” on a trading day, or (3) the VWAP on the day of the noticeof exercise, if the notice of exercise is executed after the close of “regular trading hours” on a trading day, less (B) theexercise price, multiplied by (C) the number of shares of Common Stock the Common Warrant was exercisable into, with such product thendivided by the number determined under clause (A) in this sentence.

FractionalShares

Nofractional shares of Common Stock or scrip representing fractional shares will be issued upon the exercise of the Common Warrants. Rather,the number of shares of Common Stock to be issued will, at our election, either be rounded up to the next whole share or we will paya cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Transferability

Subjectto applicable laws, a Common Warrant may be transferred at the option of the holder upon surrender of the Common Warrant to us togetherwith the appropriate instruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.

TradingMarket

Thereis no trading market available for the Common Warrants on any securities exchange or nationally recognized trading system, and we donot expect a trading market to develop. We do not intend to list the Common Warrants on any securities exchange or nationally recognizedtrading market. Without a trading market, the liquidity of the Common Warrants will be extremely limited. The shares of Common Stockissuable upon exercise of the Common Warrants are currently traded on the Nasdaq.

Rightas a Stockholder

Exceptas otherwise provided in the Common Warrants or by virtue of such holder’s ownership of Common Stock, the holders of the CommonWarrants do not have the rights or privileges of holders of shares of Common Stock, including any voting rights, until they exercisetheir Common Warrants. The Common Warrants will provide that holders have the right to participate in distributions or dividends paidon Common Stock.

FundamentalTransaction

In the event of a fundamentaltransaction, as described in the Common Warrants and generally including any reorganization, recapitalization or reclassification of ourCommon Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or mergerwith or into another person, the consummation of a business combination with another person or group of persons whereby such other personor group acquires greater than 50% of the voting power of the outstanding Common Stock and preferred stock, the holders of the CommonWarrants will be entitled to receive upon exercise of the Common Warrants the kind and amount of securities, cash or other property thatthe holders would have received had they exercised the Common Warrants immediately prior to such fundamental transaction. Notwithstandingthe foregoing, in the event of a fundamental transaction, the holders of the Common Warrants have the right to require us or a successorentity to redeem the Common Warrants for cash in the amount of the Black Scholes Value (as defined in each Common Warrant) of the unexercisedportion of the Common Warrants concurrently with or within 30 days following the consummation of a fundamental transaction.

However,in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our boardof directors, the holders of the Common Warrants will only be entitled to receive from us or our successor entity, as of the date ofconsummation of such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black ScholesValue of the unexercised portion of the Common Warrant that is being offered and paid to the holders of our Common Stock in connectionwith the fundamental transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whetherthe holders of our Common Stock are given the choice to receive alternative forms of consideration in connection with the fundamentaltransaction.

Pre-FundedWarrants

Thefollowing summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subjectto, and qualified in its entirety by, the provisions of the Pre-Funded Warrants.

Durationand Exercise Price

Each Pre-Funded Warrantoffered hereby will have an initial exercise price equal to $0.00001 per share of Common Stock. The Pre-Funded Warrants will be immediatelyexercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exercise price and number of sharesissuable upon exercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, reclassificationor similar events affecting our Common Stock.

Exercisability

ThePre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice. A holder may not exercise any portion of the Pre-Funded Warrant to the extent that the holder, together with its affiliates andany other persons acting as a group together with any such persons, would own more than 4.99% (or, at the election of the purchaser,9.99%) of the number of shares of Common Stock outstanding immediately after exercise (the “Beneficial Ownership Limitation”);provided that a holder with a Beneficial Ownership Limitation of 4.99%, upon notice to us and effective sixty-one (61) days after thedate such notice is delivered to us, may increase the Beneficial Ownership Limitation so long as it in no event exceeds 9.99% of thenumber of shares of Common Stock outstanding immediately after exercise.

CashlessExercise

In lieu of making thecash payment otherwise contemplated to be made to us upon exercise of the Pre-Funded Warrants in payment of the aggregate exercise price,the holder may exercise its Pre-Funded Warrants (either in whole or in part), at such time by means of a cashless exercise in which theholder shall be entitled to receive upon such exercise the net number of shares of Common Stock determined according to a formula setforth in the Pre-Funded Warrants, which generally provides for a number of shares equal to (A) (1) the volume weighted average price onthe trading day preceding the notice of exercise, if the notice of exercise is executed and delivered (x) on a day that is not a tradingday or (y) prior to the opening of “regular trading hours” on a trading day or (2) the VWAP on the trading day immediatelypreceding the date of the notice of exercise, if the notice of exercise is executed and delivered during “regular trading hours”on a trading day, or (3) the bid price on the day of the notice of exercise, if the notice of exercise is executed after the close of“regular trading hours” on a trading day, less (B) the exercise price, multiplied by (C) the number of shares of Common Stockthe Pre-Funded Warrant was exercisable into, with such product then divided by the number determined under clause (A) in this sentence.

Fractional Shares

No fractional shares of Common Stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, we will, atour election, and in lieu of the issuance of such fractional share, either (i) pay cash in an amount equal to such fraction multipliedby the exercise price or (ii) round up to the next whole share issuable upon exercise of the Pre-Funded Warrant.

Transferability

Subject to applicablelaws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together withthe appropriate instruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.

Trading Market

There is no trading marketavailable for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list thePre-Funded Warrants on any securities exchange or nationally recognized trading system.

Rights as a Stockholder

Except as otherwise providedin the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holders of the Pre-Funded Warrantsdo not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Pre-FundedWarrants. The Pre-Funded Warrants will provide that holders have the right to participate in distributions or dividends paid on CommonStock.

Fundamental Transaction

In the event of a fundamentaltransaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassificationof our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidationor merger with or into another person, the consummation of a business combination with another person or group of persons whereby suchother person or group acquires greater than 50% of the voting power of the outstanding Common Stock and preferred stock, the holders ofthe Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash orother property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.

MATERIALUNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussiondescribes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the Common Stock, Pre-FundedWarrants and Common Warrants acquired in this offering. This discussion is based on the current provisions of the Internal Revenue Codeof 1986, as amended, referred to as the Code, existing and proposed U.S. Treasury regulations promulgated thereunder, and administrativerulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactiveeffect. No ruling has been or will be sought from the Internal Revenue Service, or IRS, with respect to the matters discussed below, andthere can be no assurance the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or dispositionof the Common Stock, Pre-Funded Warrants or Common Warrants, or that any such contrary position would not be sustained by a court.

We assume in this discussionthat the shares of Common Stock, Pre-Funded Warrants and Common Warrants will be held as capital assets (generally, property held forinvestment). This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application ofthe Medicare contribution tax or the alternative minimum tax and does not address state or local taxes or U.S. federal gift and estatetax laws, except as specifically provided below with respect to non-U.S. holders, or any non-U.S. tax consequences that may be relevantto holders in light of their particular circumstances. This discussion also does not address the special tax rules applicable toparticular holders, such as:

In addition, this discussiondoes not address the tax treatment of partnerships (including any entity or arrangement classified as a partnership for U.S. federal incometax purposes) or other pass-through entities or persons who hold shares of Common Stock, Pre-Funded Warrants or Common Warrants throughsuch partnerships or other entities which are pass-through entities for U.S. federal income tax purposes. If such a partnership or otherpass-through entity holds shares of Common Stock, Pre-Funded Warrants or Common Warrants, the treatment of a partner in such partnershipor investor in such other pass-through entity generally will depend on the status of the partner or investor and upon the activities ofthe partnership or other pass-through entity. A partner in such a partnership and an investor in such other pass-through entity that willhold shares of Common Stock, Pre-Funded Warrants or Common Warrants should consult his, her or its own tax advisor regarding the tax consequencesof the ownership and disposition of shares of Common Stock, Pre-Funded Warrants or Common Warrants through such partnership or other pass-throughentity, as applicable.

This discussion ofU.S. federal income tax considerations is for general information purposes only and is not tax advice. Prospective investors should consulttheir own tax advisors regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of acquiring, holdingand disposing of our Common Stock, Pre-Funded Warrants and Common Warrants.

For the purposes of thisdiscussion, a “U.S. Holder” means a beneficial owner of shares of Common Stock, Pre-Funded Warrants or Common Warrants thatis for U.S. federal income tax purposes (a) an individual citizen or resident of the United States, (b) a corporation (or otherentity taxable as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States,any state thereof or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income taxation regardlessof its source, or (d) a trust if it (1) is subject to the primary supervision of a court within the United States and one ormore U.S. persons (within the meaning of Section 7701(a)(30) of the Code) has the authority to control all substantial decisionsof the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust.A “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of shares of Common Stock, Pre-Funded Warrantsor Common Warrants that is not a U.S. Holder or a partnership for U.S. federal income tax purposes.

Potential Accelerationof Income

Under tax legislationsigned into law in December 2017 commonly known as the Tax Cuts and Jobs Act of 2017, U.S. Holders that use an accrual method ofaccounting for tax purposes and have certain financial statements generally will be required to include certain amounts in income no laterthan the time such amounts are taken into account as revenue in such financial statements.

In addition, under theInflation Reduction Act signed into law on August 16, 2022, certain large corporations (generally, corporations reporting at least$1 billion average adjusted pre-tax net income on their consolidated financial statements) are potentially subject to a 15% alternativeminimum tax on the “adjusted financial statement income” of such large corporations for tax years beginning after December 31,2022. The U.S. Treasury Department, the IRS, and other standard-setting bodies are expected to issue guidance on how the alternative minimumtax provisions of the Inflation Reduction Act will be applied or otherwise administered.

The application of theserules thus may require the accrual of income earlier than would be the case under the general tax rules described below, althoughthe precise application of these rules is unclear at this time. U.S. Holders that use an accrual method of accounting should consultwith their tax advisors regarding the potential applicability of this legislation to their particular situation.

Treatment of Pre-FundedWarrants

Although it is not entirelyfree from doubt, a pre-funded warrant should be treated as a share of Common Stock for U.S. federal income tax purposes and a holder ofPre-Funded Warrants should generally be taxed in the same manner as a holder of Common Stock, as described below. Accordingly, no gainor loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of a Pre-Funded Warrantshould carry over to the share of Common Stock received. Similarly, the tax basis of the Pre-Funded Warrant should carry over to the shareof Common Stock received upon exercise, increased by the exercise price of $0.00001 per share. Each holder should consult his, her or itsown tax advisor regarding the risks associated with the acquisition of Pre-Funded Warrants pursuant to this offering (including potentialalternative characterizations). The balance of this discussion generally assumes that the characterization described above is respectedfor U.S. federal income tax purposes.

Allocation of PurchasePrice

For U.S. federal incometax purposes, each share of Common Stock (or, in lieu of Common Stock, each Pre-Funded Warrant) and the accompanying Common Warrants issuedpursuant to this offering will be treated as an “investment unit” each of which consisting of one share of Common Stock orone Pre-Funded Warrant (which, as described above, should generally be treated as a share of Common Stock for U.S. federal income taxpurposes), as applicable and the accompanying Common Warrant to acquire one share of Common Stock. The purchase price for each investmentunit will be allocated between these components in proportion to their relative fair market values at the time the unit is purchased bythe holder. This allocation of the purchase price for each unit will establish the holder’s initial tax basis for U.S. federal incometax purposes in the share of Common Stock (or, in lieu of Common Stock, Pre-Funded Warrant) and the Common Warrant included in each unit.The separation of the share of Common Stock (or, in lieu of Common Stock, Pre-Funded Warrant) and the Common Warrant included in a unitshould not be a taxable event for U.S. federal income tax purposes. Each holder should consult his, her or its own tax advisor regardingthe allocation of the purchase price between the Common Stock (or, in lieu of Common Stock, Pre-Funded Warrants) and the Common Warrants.

Tax ConsiderationsApplicable to U.S. Holders

Exercise and Expirationof Common Warrants

Except as discussed belowwith respect to the cashless exercise of a Common Warrant, a U.S. Holder generally will not recognize gain or loss for U.S. federal incometax purposes upon exercise of a Common Warrant. The U.S. Holder will take a tax basis in the shares acquired on the exercise of a CommonWarrant equal to the exercise price of the Common Warrant, increased by the U.S. Holder’s adjusted tax basis in the Common Warrantexercised (as determined pursuant to the rules discussed above). The U.S. Holder’s holding period in the shares of Common Stockacquired on the exercise of a Common Warrant will begin on the date of exercise or possibly the day after such exercise, and will notinclude any period for which the U.S. Holder held the Common Warrant.

The lapse or expirationof a Common Warrant will be treated as if the U.S. Holder sold or exchanged the Common Warrant and recognized a capital loss equal tothe U.S. Holder’s tax basis in the Common Warrant. The deductibility of capital losses is subject to limitations.

The tax consequencesof a cashless exercise of a Common Warrant are not clear under current tax law. A cashless exercise may be tax-free, either because theexercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. Ineither tax-free situation, a U.S. Holder’s tax basis in the Common Stock received generally would equal the U.S. Holder’stax basis in the Common Warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder’s holdingperiod for the Common Stock would be treated as commencing on the date of exercise of the Common Warrant or the day following the dateof exercise of the Common Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the Common Stockwould include the holding period of the Common Warrants.

It is also possible thata cashless exercise could be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder couldbe deemed to have surrendered Common Warrants having an aggregate fair market value equal to the exercise price for the total number ofCommon Warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between thefair market value of the Common Stock received in respect of the Common Warrants deemed surrendered and the U.S. Holder’s tax basisin such common warrants. Such gain or loss would be long-term or short-term, depending on the U.S. Holder’s holding period in theCommon Warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the Common Stock received would equal the sum ofthe U.S. Holder’s initial investment in the exercised Common Warrants (i.e., the portion of the U.S. Holder’s purchase pricefor the investment unit that is allocated to the Common Warrants, as described above under “Allocation of Purchase Price”)and the exercise price of such Common Warrants. It is unclear whether a U.S. Holder’s holding period for the Common Stock wouldcommence on the date of exercise of the Common Warrant or the day following the date of exercise of the Common Warrant. There may alsobe alternative characterizations of any such taxable exchange that would result in similar tax consequences, except that a U.S. Holder’sgain or loss would be short-term.

Due to the absence ofauthority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternativetax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consulttheir tax advisors regarding the tax consequences of a cashless exercise of the Common Warrants.

Distributions

As discussed above, wecurrently anticipate that we will retain future earnings, if any, to finance the growth and development of our business and do not intendto pay cash dividends in respect of shares of Common Stock in the foreseeable future. In the event that we do make distributions on ourCommon Stock to a U.S. Holder, those distributions generally will constitute dividends for U.S. tax purposes to the extent paid out ofour current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of ourcurrent and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero,a U.S. Holder’s adjusted tax basis in our Common Stock. Any remaining excess will be treated as gain realized on the sale or exchangeof shares of Common Stock as described below under the section titled “—Disposition of Common Stock, Pre-Funded Warrants orCommon Warrants.”

Certain Adjustmentsto Pre-Funded Warrants or Common Warrants

The number of sharesof Common Stock issued upon the exercise of the Pre-Funded Warrants or Common Warrants and the exercise price of Pre-Funded Warrants orCommon Warrants are subject to adjustment in certain circumstances. Adjustments (or failure to make adjustments) that have the effectof increasing a U.S. Holder’s proportionate interest in our assets or earnings and profits may, in some circumstances, result ina constructive distribution to the U.S. Holder. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustmentformula which has the effect of preventing the dilution of the interest of the holders of Pre-Funded Warrants or Common Warrants generallyshould not be deemed to result in a constructive distribution. If an adjustment is made that does not qualify as being made pursuant toa bona fide reasonable adjustment formula, a U.S. Holder of Pre-Funded Warrants or Common Warrants may be deemed to have received a constructivedistribution from us, even though such U.S. Holder has not received any cash or property as a result of such adjustment. The tax consequencesof the receipt of a distribution from us are described above under “Distributions.”

Disposition ofCommon Stock, Pre-Funded Warrants or Common Warrants

Upon a sale or othertaxable disposition (other than a redemption treated as a distribution, which will be taxed as described above under “Distributions”)of shares of Common Stock, Pre-Funded Warrants or Common Warrants, a U.S. Holder generally will recognize capital gain or loss in an amountequal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the Common Stock, Pre-Funded Warrantsor Common Warrants sold. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding periodfor the Common Stock, Pre-Funded Warrants or Common Warrants exceeds one year. The deductibility of capital losses is subject to certainlimitations. U.S. Holders who recognize losses with respect to a disposition of shares of Common Stock, Pre-Funded Warrants or CommonWarrants should consult their own tax advisors regarding the tax treatment of such losses.

Information Reportingand Backup Reporting

Information reportingrequirements generally will apply to payments of distributions (including constructive distributions) on the Common Stock, Pre-FundedWarrants and Common Warrants and to the proceeds of a sale or other disposition of Common Stock, Pre-Funded Warrants and Common Warrantspaid by us to a U.S. Holder unless such U.S. Holder is an exempt recipient, such as a corporation. Backup withholding will apply to thosepayments if the U.S. Holder fails to provide the holder’s taxpayer identification number, or certification of exempt status, orif the holder otherwise fails to comply with applicable requirements to establish an exemption.

Backup withholding isnot an additional tax. Rather, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit againstthe U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. U.S. Holdersshould consult their own tax advisors regarding their qualification for exemption from information reporting and backup withholding andthe procedure for obtaining such exemption.

Tax ConsiderationsApplicable to Non-U.S. Holders

Exercise and Expirationof Common Warrants

In general, a Non-U.S.Holder will not recognize gain or loss for U.S. federal income tax purposes upon the exercise of Common Warrants into shares of CommonStock, however, to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those describedin the discussion below under “Disposition of Common Stock, Pre-Funded Warrants or Common Warrants”.

The expiration of a CommonWarrant will be treated as if the Non-U.S. Holder sold or exchanged Common Warrant and recognized a capital loss equal to the Non-U.S.Holder’s tax basis in the Common Warrants. However, a Non-U.S. Holder will not be able to utilize a loss recognized upon expirationof a Common Warrant against the Non-U.S. Holder’s U.S. federal income tax liability unless the loss is effectively connected withthe Non-U.S. Holder’s conduct of a trade or business within the United States (and, if an income tax treaty applies, is attributableto a permanent establishment or fixed base in the United States) or is treated as a U.S.-source loss and the Non-U.S. Holder is present183 days or more in the taxable year of disposition and certain other conditions are met.

Certain Adjustmentsto Warrants

As described under “—U.S.Holders—Certain Adjustments to Pre-Funded Warrants or Common Warrants,” an adjustment to the Pre-Funded Warrants or CommonWarrants could result in a constructive distribution to a Non-U.S. Holder, which would be treated as described under “Distributions”below. Any resulting withholding tax attributable to deemed dividends would be collected from other amounts payable or distributable tothe Non-U.S. Holder. Non-U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the Pre-FundedWarrants or Common Warrants.

In addition, regulationsgoverning “dividend equivalents” under Section 871(m) of the Code may apply to the Pre-Funded Warrants. Under thoseregulations, an implicit or explicit payment under Pre-Funded Warrants that references a dividend distribution on our Common Stock wouldpossibly be taxable to a Non-U.S. Holder as described under “Distributions” below. Such dividend equivalent amount would betaxable and subject to withholding whether or not there is actual payment of cash or other property, and the Company may satisfy any withholdingobligations it has in respect of the Pre-Funded Warrants by withholding from other amounts due to the Non-U.S. Holder. Non-U.S. Holdersare encouraged to consult their own tax advisors regarding the application of Section 871(m) of the Code to the Pre-Funded Warrants.

Distributions

As discussed above, wecurrently anticipate that we will retain future earnings, if any, to finance the growth and development of our business and do not intendto pay cash dividends in respect of our Common Stock in the foreseeable future. In the event that we do make distributions on our CommonStock to a Non-U.S. Holder, those distributions generally will constitute dividends for U.S. federal income tax purposes as describedin “—U.S. Holders—Distributions.” To the extent those distributions do not constitute dividends for U.S. federalincome tax purposes (i.e., the amount of such distributions exceeds both our current and our accumulated earnings and profits), they willconstitute a return of capital and will first reduce a Non-U.S. Holder’s basis in our Common Stock (determined separately with respectto each share of Common Stock), but not below zero, and then will be treated as gain from the sale of that share Common Stock as describedbelow under the section titled “—Disposition of Common Stock, Pre-Funded Warrants or Common Warrants.”

Any distribution (includingconstructive distributions) on shares of Common Stock that is treated as a dividend paid to a Non-U.S. Holder that is not effectivelyconnected with the holder’s conduct of a trade or business in the United States will generally be subject to withholding tax ata 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder’scountry of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to providethe applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate form,certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Such form must be provided prior to the payment of dividendsand must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’sbehalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent may then be requiredto provide certification to the applicable withholding agent, either directly or through other intermediaries. If you are eligible fora reduced rate holding tax under an income tax treaty, you should consult with your own tax advisor to determine if you are able to obtaina refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are notrequired to withhold tax on dividends paid (or constructive dividends deemed paid) to a Non-U.S. Holder that are effectively connectedwith the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty,are attributable to a permanent establishment or fixed base that the holder maintains in the United States) if a properly executed IRSForm W-8ECI, stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institutionor other agent, to the applicable withholding agent). In general, such effectively connected dividends will be subject to U.S. federalincome tax on a net income basis at the regular tax rates applicable to U.S. persons. A corporate Non-U.S. Holder receiving effectivelyconnected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances,at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectivelyconnected earnings and profits, subject to certain adjustments.

See also the sectionsbelow titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts” for additionalwithholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Disposition ofCommon Stock, Pre-Funded Warrants or Common Warrants

Subject to the discussionsbelow under the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts,”a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized on a sale orother disposition (other than a redemption treated as a distribution, which will be taxable as described above under “Distributions”)of shares of Common Stock, Pre-Funded Warrants or Common Warrants unless:

See the sections titled“—Backup Withholding and Information Reporting” and “—Foreign Accounts” for additional informationregarding withholding rules that may apply to proceeds of a disposition of the Common Stock, Pre-Funded Warrants or Common Warrantspaid to foreign financial institutions or non-financial foreign entities.

Backup Withholdingand Information Reporting

We must report annuallyto the IRS and to each Non-U.S. Holder the gross amount of the distributions (including constructive distributions) on the Common Stock,Pre-Funded Warrants or Common Warrants paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S.Holders may have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in theCode) in order to avoid backup withholding at the applicable rate, currently 24%, with respect to dividends (or constructive dividends)on the Common Stock, Pre-Funded Warrants or Common Warrants. Generally, a holder will comply with such procedures if it provides a properlyexecuted IRS Form W-8BEN (or other applicable Form W-8) or otherwise meets documentary evidence requirements for establishingthat it is a Non-U.S. Holder, or otherwise establishes an exemption. Dividends paid to Non-U.S. Holders subject to withholding of U.S.federal income tax, as described above under the heading “Distributions,” will generally be exempt from U.S. backupwithholding.

Information reportingand backup withholding generally will apply to the proceeds of a disposition of the Common Stock, Pre-Funded Warrants or Common Warrantsby a Non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status asa Non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting andbackup withholding will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outsidethe United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through anon-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositionseffected through a U.S. office of a broker. Non-U.S. Holders should consult their own tax advisors regarding the application of the informationreporting and backup withholding rules to them.

Copies of informationreturns may be made available to the tax authorities of the country in which the Non-U.S. Holder resides or is incorporated under theprovisions of a specific treaty or agreement.

Backup withholding isnot an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder can be refundedor credited against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timelyfiled with the IRS.

Foreign Accounts

The Foreign Account TaxCompliance Act, or FATCA, generally imposes a 30% withholding tax on dividends (including constructive dividends) on the Common Stock,Pre-Funded Warrants and Common Warrants if paid to a non-U.S. entity unless (i) if the non-U.S. entity is a “foreign financialinstitution,” the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) ifthe non-U.S. entity is not a “foreign financial institution,” the non-U.S. entity identifies certain of its U.S. investors,if any, or (iii) the non-U.S. entity is otherwise exempt under FATCA.

Withholding under FATCAgenerally will apply to payments of dividends (including constructive dividends) on our Common Stock, Pre-Funded Warrants and Common Warrants.While withholding under FATCA would have also applied to payments of gross proceeds from a sale or other disposition of the Common Stock,Pre-Funded Warrants or Common Warrants, under proposed U.S. Treasury Regulations withholding on payments of gross proceeds is not required.Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations areissued.

An intergovernmentalagreement between the United States and an applicable foreign country may modify the requirements described in this section. Under certaincircumstances, a holder may be eligible for refunds or credits of the tax. Holders should consult their own tax advisors regarding thepossible implications of FATCA on their investment in the Common Stock, Pre-Funded Warrants or Common Warrants.

Federal EstateTax

Common Stock owned ortreated as owned by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estatetax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes and, therefore,may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise. The foregoing may alsoapply to Common Warrants and Pre-Funded Warrants. A Non-U.S. Holder should consult his, her, or its own tax advisor regarding the U.S.federal estate tax consequences of the ownership or disposition of shares of the Common Stock, Pre-Funded Warrants and Common Warrants.

The preceding discussionof material U.S. federal tax considerations is for information only. It is not tax advice. Prospective investors should consult theirown tax advisors regarding the particular U.S. federal, state, local and non-U.S. tax consequences of purchasing, holding and disposingof the Common Stock, Pre-Funded Warrants or Common Warrants, including the consequences of any proposed changes in applicable laws.

PLANOF DISTRIBUTION

We engaged A.G.P./AllianceGlobal Partners to act as our sole Placement Agent to solicit offers to purchase the Securities offered by this prospectus on a reasonablebest-efforts basis. Subject to the terms and conditions of the placement agency agreement dated April      ,2024. The Placement Agent is not purchasing or selling any of the Securities offered by this prospectus, nor is it required to arrangethe purchase or sale of any specific number or dollar amount of Securities, but has agreed to use its reasonable best efforts to arrangefor the sale of the Securities offered hereby. Therefore, we may not sell the entire amount of Securities offered pursuant to this prospectus.The Placement Agent may engage one or more sub-placement agents or selected dealers to assist with the offering. We will enter into asecurities purchase agreement directly with certain investors, at the investor’s option, who purchase our Securities in this offering.Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus and the documents incorporated byreference herein in connection with the purchase of our Securities in this offering. In addition to rights and remedies availableto all purchasers in this offering under federal securities and state law, the investors which enter into a securities purchase agreementwill also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material tolarger investors in this offering as a means to enforce the following covenants uniquely available to them under the securities purchaseagreement: (i) a covenant to not enter into variable rate financings for a period of six (6) months following the closing of the offering,subject to an exception; and (ii) a covenant to not enter into any equity financings for sixty (60) days from closing of the offering,subject to certain exceptions.

We will deliver the Securitiesbeing issued to the investors upon receipt of such investor’s funds for the purchase of the Securities offered pursuant to thisprospectus. We will deliver the Securities being offered pursuant to this prospectus upon closing. We expect this offering to be completednot later than two (2) business days following the commencement of this offering. We will deliver all Securities to be issued in connectionwith this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”) upon receipt of investor fundsreceived by us. We expect to deliver the Securities being offered pursuant to this prospectus on or about                  ,2024.

We have agreed to indemnifythe Placement Agent and specified other persons against specified liabilities, including liabilities under the Securities Act of 1933,as amended (the “Securities Act”), and to contribute to payments the Placement Agent may be required to make in respect thereof.

Fees and Expenses

Wehave agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in the table below (assuming the sale of allof the Securities we are offering):

As stated in the tableabove, we have also agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection withthe offering in an aggregate amount up to $75,000. Expenses may include up to $10,000 in clearing and settlement costs. We estimate thetotal expenses payable by us for this offering, excluding the Placement Agent fees and expenses and the financial advisor fee, will beapproximately $250,000.

Lock-Up Agreements

Pursuant to “lock-up” agreements,we have agreed for a period of sixty (60) days after the date of this prospectus and our executive officers and directors have agreedfor a period of ninety (90) days after the date of this prospectus, subject to customary exceptions, without the prior written consentof the representative, not to, directly or indirectly, offer pledge, sell, contract to sell, grant, lend or otherwise transfer or disposeof any of shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or dispositionby any person at any time in the future of) our common stock, enter into any swap or other derivatives transaction that transfers to another,in whole or in part, any of the economic benefits or risks of ownership of shares of our common stock, make any demand for or exerciseany right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any sharesof common stock or securities convertible into or exercisable or exchangeable for common stock or any other securities of ours or publiclydisclose the intention to do any of the foregoing.

Additionally, we agreed that for a period of six(6) months after this offering we will not directly or indirectly in any “at-the-market,” continuous equity, equity lines,or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of our commonstock or any securities convertible into or exercisable or exchangeable for our shares of Common Stock, without the prior written consentof the Placement Agent.

Discretionary Accounts

The Placement Agent does not intend to confirmsales of the Securities offered hereby to any accounts over which it has discretionary authority.

Listing

Our Common Stock is listedon the Nasdaq under the symbol “VRPX.”  On April 17, 2024, the last reported sale price of our Common Stock on the Nasdaqwas $3.47 per share. We do not plan to list the Pre-Funded Warrants or the Common Warrants on the Nasdaq or any other securities exchangeor trading market.

Other Relationships

From time to time, thePlacement Agent and/or its affiliates may have provided, and may in the future provide, various investment banking and other financialservices for us for which they may receive customary fees. In the course of its business, the Placement Agent and its affiliates may activelytrade our securities or loans for its own account or for the accounts of customers, and, accordingly, the Placement Agent and its respectiveaffiliates may at any time hold long or short positions in such securities or loans.

Advisory Agreement

The Company has separately retained Maxim GroupLLC (“Maxim”) as a financial advisor in connection with this offering. Maxim will receive a cash fee equal to $75,000, whichis included in the offering expenses set forth above and will be paid out of the Placement Agent fee, thereby reducing the Placement Agentfee of 6.5% of the gross proceeds of the offering by $75,000.

This prospectus may be made available in electronicformat on a website maintained by A.G.P., and A.G.P. may distribute this prospectus electronically.

The foregoing does notpurport to be a complete statement of the terms and conditions of the placement agency agreement or the securities purchase agreemententered into in connection with this offering, copies of which have been filed as exhibits to the registration statement of which thisprospectus is a part. See “Where You Can Find More Information.”

LEGAL MATTERS

Blank Rome LLP, New York,New York, will pass upon the validity of the shares of common stock offered by this prospectus and certain other legal matters. ThompsonHine LLP, New York, New York, is acting as legal counsel to the Placement Agent.

EXPERTS

The consolidated balancesheets of Virpax Pharmaceuticals, Inc. as of December 31, 2023 and 2022, and the related consolidated statements of operations, changesin stockholders’ equity, and cash flows for each of the years then ended, have been audited by EisnerAmper LLP, independent registeredpublic accounting firm, as stated in their report which is incorporated herein by reference, which report includes an explanatory paragraphabout the existence of substantial doubt concerning the Company’s ability to continue as a going concern. Such financial statements havebeen incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FINDMORE INFORMATION

We have filed with theSecurities and Exchange Commission (the “SEC”) a registration statement on Form S-1 under the Securities Act with respectto the Securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of theinformation set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us andthe Securities offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements containedin this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statementare not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or otherdocument filed as an exhibit to the registration statement. The SEC also maintains an Internet website that contains reports, proxy statementsand other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

We are required to file periodic reports, proxystatements, and other information with the SEC pursuant to the Exchange Act. These reports, proxy statements, and other information willbe available on the website of the SEC referred to above.

We also maintain a website at www.virpaxpharma.com,through which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with,or furnished to, the SEC. Information contained on or accessed through our website is not a part of this prospectus and the inclusionof our website address in this prospectus is an inactive textual reference only.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference”information from other documents that we file with it, which means that we can disclose important information to you by referring youto those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectussupersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.

We incorporate by reference into this prospectusand the registration statement of which this prospectus is a part the information or documents listed below that we have filed with theSEC (Commission File No. 001-40064):

We also incorporate by reference any future filings(other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to suchitems unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of theExchange Act, including those made (i) on or after the date of the initial filing of the registration statement of which this prospectusforms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior tothe termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been soldor the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates andsupplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modifyand supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated hereinby reference to the extent that statements in the later filed document modify or replace such earlier statements.

We will furnish without charge to each person,including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documentsincorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporatedby reference into such documents. You should direct any requests for documents to:

Virpax Pharmaceuticals, Inc.

1055 Westlakes Drive, Suite 300

Berwyn, Pennsylvania 19312

Telephone (610) 727-4597

Attention: Corporate Secretary

You may also access these documents, free of charge,on the SEC’s website at www.sec.gov or on our website at https://virpaxpharma.com/investors/sec-filings.The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, thisprospectus or any accompanying prospectus supplement.

In accordance with Rule 412 of the SecuritiesAct, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent thata statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference hereinmodifies or supersedes such statement.

You should rely only on information containedin, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you withinformation different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offersto sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making suchoffer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.

Up to       Shares of CommonStock

Up to Warrants to purchase      Shares of Common Stock

Up to       Pre-Funded Warrantsto purchase       Shares of Common Stock

Up to       Shares of CommonStock Underlying such Pre-Funded Warrants

Up to      Sharesof Common Stock Underlying such Common Warrants

VIRPAX PHARMACEUTICALS, INC.

PROSPECTUS

Sole Placement Agent

A.G.P.

      ,2024

PART II — INFORMATION NOT REQUIRED INPROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the expenses inconnection with this registration statement. All of such expenses are estimates, other than the filing fees payable to the Securitiesand Exchange Commission and to FINRA.

Item 14. Indemnification of Directors and Officers

Section 145 of the DelawareGeneral Corporation Law (the “DGCL”) empowers a corporation to indemnify its directors and officers and to purchase insurancewith respect to liability arising out of their capacity or status as directors and officers, provided that the person acted in good faithand in a manner the person reasonably believed to be in our best interests, and, with respect to any criminal action, had no reasonablecause to believe the person’s actions were unlawful. The DGCL further provides that the indemnification permitted thereunder shallnot be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s bylaws,any agreement, a vote of stockholders or otherwise.

Section 102(b)(7) ofthe Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director or officer ofthe corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary dutyas a director or officer, except (i) for any breach of the director’s or officer’s duty of loyalty to the corporationor its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violationof law; (iii) a director for payments of unlawful dividends or unlawful stock repurchases or redemptions; (iv) for any transactionfrom which the director or officer derived an improper personal benefit; or (v) an officer in any action by or in the right of the corporation.

Our amended and restated bylaws provides thatwe will indemnify our directors and executive officers to the fullest extent permitted by law, and may indemnify other officers, employeesand other agents. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred by a director or executiveofficer in advance of the final disposition of any action or proceeding. In addition, as permitted by Delaware law, our amended and restatedcertificate of incorporation includes provisions that eliminate the personal liability of our directors and officers for monetary damagesresulting from breaches of certain fiduciary duties as a director or officer, as applicable, except to the extent such an exemption fromliability thereof is not permitted under the DGCL.

We have entered into indemnification agreementswith each of our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extentpermitted under Delaware law against liabilities that may arise by reason of their service to us and to advance expenses incurred as aresult of any proceeding against them as to which they could be indemnified.

The Registrant has an insurance policy in placethat covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities Act orotherwise.

Item 15. Recent Sales of Unregistered Securities

The Company has not issued unregisteredsecurities to any person within the last three years.

Item 16. Exhibits

The exhibits to this registration statement arelisted in the Exhibit Index to this registration statement, which immediately precedes the Signature Page and which Exhibit Index is herebyincorporated by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

EXHIBIT INDEX

The exhibits listed in the accompanying ExhibitIndex are filed or incorporated by reference as part of this registration statement.

SIGNATURES

Pursuant to the requirements of the SecuritiesAct, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto dulyauthorized, in the City of Berwyn, State of Pennsylvania, on April 18, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that eachperson whose signature appears below hereby constitutes and appoints Gerald Bruce and/or Vinay Shah, as his true and lawful agent, proxyand attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities,to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments)to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuantto Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and filesuch certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act onand file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registrationstatement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessaryor appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirmingall that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the SecuritiesAct, this to registration statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated.

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