Virpax Pharmaceuticals (VRPX) 10-K 3 Mar 25 2024 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2024	Feb. 26, 2025	Jun. 30, 2024
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2024
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40064
Entity Registrant Name	VIRPAX PHARMACEUTICALS, INC.
Entity Central Index Key	0001708331
Entity Tax Identification Number	82-1510982
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1055 Westlakes Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Berwyn
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19312
City Area Code	(610)
Local Phone Number	727-4597
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	VRPX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 1,466,500
Entity Common Stock, Shares Outstanding		26,562,581
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Bush & Associates CPA LLC
Auditor Location	Henderson, Nevada
Auditor Firm ID	6797

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 1,513,057	$ 9,141,512
Prepaid expenses and other current assets	42,557	486,833
Total current assets	1,555,614	9,628,345
Total assets	1,555,614	9,628,345
Current liabilities
Accounts payable and accrued expenses	2,469,374	1,694,024
Litigation liability		6,000,000
Total current liabilities	2,469,374	7,694,024
Total liabilities	2,469,374	7,694,024
Commitments and contingencies
Stockholders’ (deficit) equity
Preferred stock, par value $0.00001, 10,000,000 shares authorized; no shares issued and outstanding as of the years ended December 31, 2024 and 2023
Common stock, $0.00001 par value; 100,000,000 shares authorized, 14,887,581 and 1,171,233 shares issued and outstanding as of the years ended December 31, 2024 and 2023	149	12
Additional paid-in capital	70,697,451	61,478,444
Accumulated deficit	(71,611,360)	(59,544,135)
Total stockholders’ (deficit) equity	(913,760)	1,934,321
Total liabilities and stockholders’ (deficit) equity	$ 1,555,614	$ 9,628,345

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,887,581	1,171,233
Common stock, shares outstanding	14,887,581	1,171,233

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
OPERATING EXPENSES
General and administrative (net of insurance reimbursement of $1,250,000 during the year ended December 31, 2023 – See Note 5)	$ 6,260,627	$ 10,572,181
Research and development	5,819,308	5,117,608
Total operating expenses	12,079,935	15,689,789
Loss from operations	(12,079,935)	(15,689,789)
OTHER INCOME (EXPENSE)
Interest expense	(103,750)
Other income	116,460	500,281
Total other income (expense)	12,710	500,281
Net loss	$ (12,067,225)	$ (15,189,508)
Basic net loss per share	$ (2.84)	$ (12.97)
Diluted net loss per share	$ (2.84)	$ (12.97)
Basic weighted average common stock outstanding	4,254,403	1,171,233
Diluted weighted average common stock outstanding	4,254,403	1,171,233

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Statement [Abstract]
Net of insurance reimbursement	$ 1,250,000

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 12	$ 60,933,674	$ (44,354,627)	$ 16,579,059
Beginning balance, shares at Dec. 31, 2022	1,171,233
Stock-based compensation		544,770		544,770
Net loss			(15,189,508)	(15,189,508)
Ending balance, value at Dec. 31, 2023	$ 12	61,478,444	(59,544,135)	1,934,321
Ending balance, shares at Dec. 31, 2023	1,171,233
Common stock issued pursuant to public offerings, net	$ 41	6,317,257		6,317,298
Common stock issued pursuant to public offering, net, shares	4,137,034
Issuance of common stock upon exercise of pre-funded warrants	$ 75			75
Issuance of common stock upon exercise of pre-funded warrants, shares	7,529,631
Issuance of common stock upon exercise of warrants	$ 21	2,767,051		2,767,072
Issuance of common stock upon exercise of warrants, shares	2,049,683
Stock-based compensation		134,699		134,699
Net loss			(12,067,225)	(12,067,225)
Ending balance, value at Dec. 31, 2024	$ 149	$ 70,697,451	$ (71,611,360)	$ (913,760)
Ending balance, shares at Dec. 31, 2024	14,887,581

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (12,067,225)	$ (15,189,508)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	134,699	544,770
Change in operating assets and liabilities:
Prepaid expenses and other current assets	444,276	191,532
Accounts payable and accrued expenses	775,350	599,434
Litigation liability	(6,000,000)	4,000,000
Net cash used in operating activities	(16,712,900)	(9,853,772)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from public offerings, net	6,317,298	0
Issuance of common stock upon exercise of pre-funded warrants	75	0
Issuance of common stock upon exercise of warrants	2,767,072
Net cash provided by financing activities	9,084,445
Net change in cash	(7,628,455)	(9,853,772)
Cash, beginning of year	9,141,512	18,995,284
Cash, end of year	$ 1,513,057	$ 9,141,512

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (12,067,225)	$ (15,189,508)

Insider Trading Arrangements

Insider Trading Arrangements	12 Months Ended
	Dec. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Business, and Liquidity and Goi

Business, and Liquidity and Going Concern	12 Months Ended
	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business, and Liquidity and Going Concern	Note 1. Business, and Liquidity and Going Concern Business Virpax Pharmaceuticals, Inc. (“Virpax” or the “Company”) was incorporated on May 12, 2017 in the state of Delaware. Virpax is a preclinical stage pharmaceutical company focused on developing novel and proprietary drug-delivery systems, and drug-releasing technologies focused on advancing non-opioid and non-addictive pain management treatments and treatments for central nervous system (“CNS”) disorders to enhance patients’ quality of life. On July 26, 2023, the Company formed Novvae Pharmaceuticals, Inc., a wholly owned subsidiary of the Company, in the state of Delaware, for the purpose of developing over the counter products. No activities have occurred during the years ended December 31, 2024 and 2023. Liquidity and Going Concern The Company, since inception, has been engaged in organizational activities, including raising capital and research and development activities. The Company has not generated revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flow from operations. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. The Company is subject to those risks associated with any preclinical stage pharmaceutical company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital. The Company incurred a net loss of $ 12.1 15.2 71.6 As noted in Note 5. Commitments and Contingencies, the Company has paid $ 6 Substantial additional financing will be needed by the Company to fund its operations, including litigation costs, and to complete clinical development of and to commercially develop all of its product candidates. There is no assurance that such financing will be available when needed or on acceptable terms. The Company also may be forced to curtail spending in research and development activities in order to conserve cash. If the Company does not obtain financing, the Company may have to liquidate assets, initiate bankruptcy proceedings, or cease operations

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation Use of Estimates Significant items subject to such estimates and assumptions include research and development accruals and prepaid expenses, estimated litigation liability, and the valuation of stock-based compensation. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Basic and Diluted Loss per Share Schedule of antidilutive Year Ended December 31, 2024 2023 Equivalent common shares Stock options 139,008 175,686 Warrants 1,285,494 1,843 Cash 1.3 8.9 Fair Value of Financial Instruments Research and Development Stock-based Compensation Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, including the fair value of the Company’s common shares prior to its initial public offering, and for options, the expected life of the option and expected share price volatility. The Company uses the Black-Scholes option pricing model to value its option awards. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected life of options was estimated using the simplified method, as the Company has no historical information to develop reasonable expectations about future exercise patterns and post-vesting employment. Income Taxes The Company follows the guidance in ASC 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of December 31, 2024, the Company had no uncertain income tax positions. Segment and Other Information Segment Reporting Recently Adopted Accounting Pronouncements

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	12 Months Ended
	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid Expenses and Other Current Assets	Note 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: Schedule of prepaid expenses and other current assets December 31, December 31, Prepaid insurance $ 4,643 $ 136,241 Prepaid research and development — 283,370 Deferred financing costs 3,082 — Other prepaid expenses and current assets 34,832 67,222 Prepaid Expenses and Other Current Assets $ 42,557 $ 486,833

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	12 Months Ended
	Dec. 31, 2024
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities	Note 4. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following: Schedule of accounts payable and accrued expenses December 31, December 31, Accrued payroll $ 206,859 $ 493,780 Estimated separation expense 711,000 711,000 Research and development expenses 1,355,584 143,071 Legal expenses 29,558 97,089 Professional fees 125,317 230,627 Other 41,056 18,457 Accounts Payable and Accrued Liabilities $ 2,469,374 $ 1,694,024

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5. Commitments and Contingencies Litigation From time to time the Company is subject to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. On March 12, 2021, the Company and its former Chief Executive Officer, Anthony P. Mack (together, the “Defendants”), were named as defendants in a complaint (the “Complaint”) filed by Sorrento Therapeutics, Inc. (“Sorrento”), and Scilex Pharmaceuticals Inc. (“Scilex” and together with Sorrento, the “Plaintiffs”) in the Court of Chancery of the State of Delaware captioned Sorrento Therapeutics, Inc. and Scilex Pharmaceuticals Inc. v. Anthony Mack and Virpax Pharmaceuticals, Inc. In March 2023, the Company collected $ 1,250,000 On September 1, 2023, the Chancery Court issued a memorandum opinion addressing liability in the Action and found in favor of Plaintiffs on all but three counts, which the Court found were waived. The Chancery Court found it proper to attribute Mr. Mack’s knowledge and actions to the Company, which Mr. Mack used to effectuate the tortious interference and breach of fiduciary duty. The Chancery Court found that Mr. Mack breached the Restrictive Covenants Agreement he entered into with Sorrento by developing Epoladerm TM On October 18, 2023, in accordance with the Chancery Court’s supplemental briefing schedule, Plaintiffs filed their supplemental brief requesting the following relief: an injunction, in the first instance, enjoining Mr. Mack from having any relationship with Virpax for a period of 18 months and 27 days; enjoining Virpax from further developing or marketing Epoladerm for a period of 18 months and 27 days; alternatively, if these two injunction requests were not granted, Plaintiffs requested a judgement of joint and several liability against Mr. Mack and Virpax of $ 14,684,833 TM TM 5 8 11 7.5 1.3 6.7 13.4 On November 29, 2023, in accordance with the Chancery Court’s supplemental briefing schedule, Defendants filed their supplement brief on damages rebutting Plaintiffs’ damages analysis. Throughout the brief, Defendants argued Plaintiffs failed to meet their burden to prove damages, and as such, should be precluded from any damages award. However, given the Court’s instruction, Defendants proffered a reasonable damages analysis as follows. As for the injunctive relief requested against Mr. Mack, the Company took no position, as the request was directed to Mr. Mack personally. Concerning Plaintiffs’ request for an injunction against further development of Epoladerm for a period of 18 months and 27 days 1 3 6.7 28,382 On December 21, 2023, Plaintiffs filed their reply brief on damages, generally reasserting their prior arguments on damages and rebutting Defendants’ arguments. Plaintiffs also asserted they supported their damages claims with sufficient evidence. On February 29, 2024, the Plaintiffs and the Company entered into a Settlement Agreement to fully resolve all claims by the Plaintiffs against the Company related to the Action, subject to the entry by the United States Bankruptcy Court for the Southern District of Texas, which is handling the Sorrento bankruptcy filing (the “Bankruptcy Court”), of an order approving the Settlement Agreement (the “Settlement Order”). On March 1, 2024, the Plaintiffs filed a motion to approve the Settlement Agreement and grant the related relief with the Bankruptcy Court. On March 14, 2024, the Bankruptcy Court entered an order approving the Settlement Agreement and on March 20, 2024 the Plaintiffs filed a Stipulation of Dismissal with the Chancery Court dismissing the Action. As settlement consideration, the Company agreed to pay Sorrento and Scilex a total cash payment of $ 6 3.5 2.5 6 Pursuant to the Settlement Agreement, each of the Plaintiffs and the Company provided mutual releases of all claims as of the Effective Date, whether known or unknown, arising from any allegations set forth in the Action. Plaintiffs’ release relates to claims against the Company only. Plaintiffs’ release as to the Company was effective upon the Company’s initial payment of $ 3.5 The Plaintiffs can still pursue claims against Mr. Mack. The Company’s Bylaws require the Company to “indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation.” Such indemnification, however, is limited to circumstances where the covered person “acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation….” Mr. Mack may attempt to claim he is entitled to indemnification, should the Court find him liable for damages in the Action. Given the findings in the Memorandum Opinion issued in the Action, the Company believes it has a strong position that Mr. Mack would not be entitled to indemnification. There is a risk, however, that a Court could find he is entitled to such indemnification. Additionally, per Section 7.6 of the Bylaws, the Company has been advancing Mr. Mack’s attorneys’ fees and costs for the Action. It is likely Mr. Mack will contend he is still entitled to advancement of any fees and/or costs for the Action going forward and may seek judicial intervention. However, as per the Bylaws, Mr. Mack is only entitled to advancement of expenses for indemnifiable actions. As noted above, given the Memorandum Opinion in the Action, the Company believes that it has a strong position that Mr. Mack is not entitled to indemnification, and therefore, not entitled to advancement of expenses. However, there is a risk that a Court could find that Mr. Mack is entitled to such advancement. Further, Mr. Mack may attempt to seek damages from the Company based on the Court’s final judgment on damages under the theory of joint and several liability and seek contribution from the Company for any monetary judgment. The Court is aware that Plaintiffs have settled with the Company and that the Settlement Agreement fully releases the Company from any claims or damages, the Plaintiff has against the Company, related to the Action. Given the Settlement Agreement does not release Mr. Mack from liability related to the Action, the Court has requested supplemental briefing as to whether the Court can dismiss the Company from the lawsuit, as well as any claims Mr. Mack has against the Company arising from the Action. While the Company believes that any damages assessed may be awarded against Mr. Mack alone, Plaintiffs cannot seek additional damages from Virpax. However, there is a risk that Mr. Mack will still seek contribution from the Company for any damages claim arising from the Action and, there is a risk that the Court will rule in Mr. Mack’s favor. Any such amounts for indemnification, contribution or other amounts awarded by the Court in Mr. Mack’s favor could be significant. As of December 31, 2023, the Company had accrued $ 6 6 Anthony Mack Resignation On November 15, 2023, the Company accepted the resignation of Anthony P. Mack as Chief Executive Officer (“CEO”) and Chair of the Board of Directors (the “Board”) of the Company effective November 17, 2023. The resignation was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company is negotiating a separation agreement with Mr. Mack and has recorded estimated separation compensation expense related to the separation agreement of $ 711,000 The accrual does not include any amounts that we may be required to pay for indemnification claims or contribution that he may seek against us. Global Macroeconomic Environment The global macroeconomic environment could be negatively affected by, among other things, resurgence of COVID-19 or other pandemics or epidemics, instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom from the European Union, the Russian invasion of the Ukraine , the war in the Middle East, other political tensions, and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets. As a result, the Company and its third party CMOs, and CROs have and may in the future face disruptions in procuring items that are essential to the Company’s research and development activities, including, for example, medical and laboratory supplies used in the Company’s preclinical studies that are sourced from abroad or for which there are shortages, or potential difficulties recruiting patients, and may cause delays and difficulties with ongoing and planned preclinical and clinical trials. The extent to which the Company’s financial condition, liquidity or results of operations are impacted is uncertain, and may negatively impact the Company’s results of operations, financial condition, and liquidity in 2025 and potentially beyond.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2024
Equity [Abstract]
Stockholders’ Equity	Note 6. Stockholders’ Equity Overview Preferred Stock The Company’s Certificate of Incorporation, filed on May 12, 2017, and amended and restated on February 16, 2021, authorizes the issuance of preferred stock. The total number of shares which the Company is authorized to issue is 10,000,000 0.00001 Common Stock The Company’s Certificate of Incorporation, filed on May 12, 2017, and amended and restated on February 16, 2021, authorizes the issuance of common stock. The total number of shares which the Company is authorized to issue is 100,000,000 0.00001 1,171,233 On February 29, 2024, the Company filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation for purposes of effecting a 1-for-10 All share and per share amounts in the consolidated financial statements have been retroactively adjusted for all periods presented to give effect to the Reverse Split, including reclassifying $ 105 The Reverse Split affected all issued and outstanding shares of Common Stock, as well as Common Stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Split. On May 17, 2024 (the “Closing Date”), the Company consummated a public offering (the “Offering”) of an aggregate of (i) 937,034 729,633 1,666,667 1,666,667 1.35 1.34999 The aggregate net proceeds from the Offering was approximately $ 1.8 453,000 On November 12, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Spartan Capital Securities, LLC (the “Placement Agent”), and a securities purchase agreement (the “Purchase Agreement”) with investors pursuant to which the Company agreed to issue and sell, in a “reasonable best efforts” public offering (the “Offering”) (i) 3,200,000 0.00001 6,800,000 0.50 0.00001 5,000,000 2,000,000 The aggregate net proceeds from the Offering was approximately $ 4.5 0.5 On November 12, 2024, the Company entered into an investor relations agreement (the “IR Agreement”) with the Consultant. Under the IR Agreement, the Consultant will provide marketing and advertising services to promote the Company to the financial community. In consideration for these services, the Company will pay the Consultant a fee, for an initial term of one month, after which it may be extended by mutual agreement, of two million U.S. Dollars ($ 2,000,000 2 The Offering closed on November 14, 2024, with the Pre-Funded Warrants issued on November 15, 2024. The securities sold in the Offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-281080), which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 29, 2024, and amended on August 13, 2024, October 18, 2024, October 28, 2024, and November 7, 2024, and declared effective by the Commission on November 12, 2024. Warrants The following table sets forth activity with respect to the Company’s warrants to purchase common stock for the year ended December 31, 2024: Schedule of warrants activity Number of Weighted Weighted- Outstanding, at January 1, 1,843 $ 117.84 3.4 Grants of warrants: Common 3,333,334 $ 1.35 Pre-funded 729,633 $ 0.00001 Exercised (1) (2,779,316 ) $ 1.00 Forfeited — — Outstanding and Exercisable, at December 30, 1,285,494 $ 1.52 4 0 (1) A portion of the pre-funded warrants were exercised on a cashless basis, resulting in 2 shares being forfeited. There was no warrant activity during the year ended December 31, 2023. 1.1 For the year ended December 31, 2024, the valuation assumptions for warrants issued were estimated on the measurement date using the Black-Scholes option-pricing model with the following weighted-average assumptions: Schedule of weighted-average assumptions Expected term (years) 3.25 Risk-free interest rate 4.79 % Expected volatility 138.49 % Expected dividend yield — %

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 7. Stock-Based Compensation On May 20, 2017, the Company established the Virpax Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive Plan (the “2017 Plan”). The Company’s Board of Directors (the “Board”), acting through its Equity Incentive Plan Committee, has determined that it would be to the advantage and best interest of the Company and its stockholders to grant restricted stock awards to certain individuals as compensation to serve as an employee of the Company and as an incentive for increased efforts during such service. On June 14, 2022, the Company established the Virpax Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and no new grants of awards will be made under the 2017 Plan and all new grants of awards will be made under the 2022 Plan. The 2022 Plan and 2017 Plan are administered by the Compensation Committee of the Board (the “Compensation Committee”); provided that the entire Board may act in lieu of the Compensation Committee on any matter. The 2022 Plan enables the Company to continue to provide equity and equity-based awards to eligible employees, officers, non-employee directors and other individual service providers by reserving 150,000 2 . The 2022 Plan (which is summarized below) is substantially similar to the 2017 Plan, except for (i) the increase in shares of common stock reserved for issuance as discussed above, and (ii) the elimination of annual limitations on grants of awards to eligible individuals and certain other provisions which had been included in the 2017 Plan in order to satisfy (now repealed) provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended. The 2022 Plan reserves an aggregate of (i) 150,000 2 23,425 In applying the aggregate share limitation under the 2022 Plan, shares of common stock (i) subject to awards that are forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or otherwise forfeited, or terminated without payment being made thereunder and (ii) that are surrendered in payment or partial payment of the exercise price of an option or stock appreciation right or taxes required to be withheld with respect to the exercise of Stock Options or stock appreciation rights or in payment with respect to any other form of award are not counted and, therefore, may be made subject to new awards under the 2022 Plan. There are 444,413 . Total stock based compensation, inclusive of restricted shares and stock options, consists of the following: Schedule of total stock based compensation For the Year Ended 2024 2023 General and administrative expense $ 51,311 $ 335,363 Research and development expense 83,388 209,407 $ 134,699 $ 544,770 The fair value of option awards is estimated using the Black-Scholes option-pricing model. The exercise price of each award is generally not less than the per share fair value in effect as of that award date. The determination of fair value using the Black-Scholes model is affected by the Company’s share fair value as well as assumptions regarding a number of complex and subjective variables, including expected price volatility, risk-free interest rate and projected employee share option exercise behaviors. The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within its industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company does not have sufficient exercise history to estimate expected term of its historical option awards. Options granted under the 2022 Plan during the years ended December 31, 2024 and 2023 were valued using the Black-Scholes option-pricing model with the following weighted-average assumptions: Schedule of weighted average assumptions For the Year Ended 2024 2023 Expected term (years) 5.82 5.46 Risk-free interest rate 4.02 % 3.67 % Expected volatility 126.71 % 113.12 % Expected dividend yield 0 % 0 % The Company estimates its expected volatility by using a combination of historical share price volatilities of similar companies within our industry. The risk-free interest rate assumption is based on observed interest rates for the appropriate term of the Company’s options on a grant date. The expected option term assumption is estimated using the simplified method and is based on the mid-point between vest date and the remaining contractual term of the option, since the Company does not have sufficient exercise history to estimate expected term of its historical option awards. The following is a summary of stock option activity under the activity under the Company’s stock option Plans for the year ended December 31, 2024: Schedule of stock option activity Number of Weighted Weighted- Aggregate Options outstanding at January 1, 2024 175,686 34.60 — — Forfeited (112,678 ) 24.66 — — Exercised — — — — Granted 76,000 2.84 — — Options outstanding at December 31, 2024 139,008 $ 25.29 — — Options exercisable at December 31, 2024 101,651 $ 32.60 — — Under the 2022 Plan, the Company may grant equity-based awards to individuals who are employees, officers, directors, or consultants of the Company. Options issued under the 2022 Plan will generally expire ten years from the date of grant and vest over a one-year to three-year period. The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2024 and 2023 was $ 2.53 6.34 As of December 31, 2024, there was $ 76,000 1.2

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 8. Income Taxes Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, the Company recorded a valuation allowance to fully offset the deferred tax asset, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023, there was no income tax expense. Significant components of the Company’s deferred tax assets at December 31, 2024 and 2023: Schedule of Deferred tax assets and liabilities December 31, December 31, Deferred tax assets: Net-operating loss carryforwards $ 12,487,000 $ 8,854,000 Capitalized R&D costs 4,498,000 3,562,000 Stock-based compensation 412,000 829,000 Accrued expenses 254,000 1,989,000 R&D credit 676,000 654,000 Other 4,000 5,000 Total deferred tax assets 18,331,000 15,893,000 Valuation allowance (18,331,000 ) (15,893,000 ) Net deferred tax asset $ — $ — The Tax Cuts and Jobs Act modified the section 174 rules and beginning in 2022, taxpayers may no longer currently deduct R&D expenditures but instead must amortize specified R&D expenditures ratably over five years (or 15 years for foreign expenditures). Gross capitalized R&D Costs for the years ended December 31, 2024 and 2023 amounted to approximately $ 5.8 5.1 The change in the valuation allowance for the years ended December 31, 2024 and 2023 was an increase of approximately $ 2.4 2.6 The Company’s reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2024 and 2023 is as follows: Schedule of Effective income tax rate reconciliation December 31, December 31, Federal statutory rate 21.0 % 21.0 % Increase (decrease) in tax expense at federal statutory rate State income taxes (1.6 )% 5.0 % Change in state income tax rate — % (9.2 )% Change in valuation allowance (20.2 )% (17.1 )% Other 0.8 % 0.3 % Effective tax rate 0.0 % 0.0 % The Company had approximately $ 49.7 51.9 676,000 The Company’s ability to use net operating loss, other carry forwards and tax credits is subject to limitation in subsequent periods under certain provisions of Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, upon a more than 50 19,417,000 4.1 From the total of the Company’s federal net operating loss loss (“NOL”) carryforwards of $ 49.7 326,000 80 51.9 676,000

Research and Development and Li

Research and Development and License Agreements	12 Months Ended
	Dec. 31, 2024
Research And Development And License Agreements
Research and Development and License Agreements	Note 9. Research and Development and License Agreements MedPharm Limited Research and Option Agreement On April 11, 2017, the Company entered into a research and option agreement, as amended on May 30, 2018 (the “MedPharm Research and Option Agreement”), with MedPharm Limited, a company organized and existing under the laws of the United Kingdom (“MedPharm”), pursuant to which MedPharm granted the Company an option to obtain an exclusive, world-wide, royalty bearing license to use certain technology developed by MedPharm. Pursuant to the MedPharm Research and Option Agreement, MedPharm will conduct certain research and development of proprietary formulations incorporating certain MedPharm technologies and certain of the Company’s proprietary molecules. Under the MedPharm Research and Option Agreement, MedPharm granted the Company an option (the “MedPharm Option”) to obtain an exclusive (even to MedPharm), worldwide, sub-licensable (through multiple tiers), royalty bearing, irrevocable license to research, develop, market, commercialize, and sell any product utilizing MedPharm’s spray formulation technology which is the result of the activities performed under the MedPharm Research and Option Agreement, subject to the Company’s entry into a definitive license agreement with MedPharm. In order to exercise the MedPharm Option, the Company must provide MedPharm with written notice of such exercise before the end of the Option Period (as defined in the MedPharm Research and Option Agreement). The Option Period is subject to extension upon mutual agreement with MedPharm. Pursuant to the MedPharm Research and Option Agreement, the Company has a right of first refusal with respect to any license or commercial arrangement involving any Licensed Intellectual Property (as defined in the MedPharm Research and Option Agreement) in combination with any Virpax Molecule (as defined in the MedPharm Research and Option Agreement). In the event that MedPharm reaches an agreement with respect to a license or other commercial arrangement that involves technology or molecules covered by the right of first refusal, the Company has ten business days from the date of notice to notify MedPharm of its intention to exercise the right of first refusal and the Company’s intention to match the financial terms of the other license or commercial arrangement. License Agreement On June 6, 2017, as a result of the Company’s exercise of the MedPharm Option under the MedPharm Research and Option Agreement, the Company entered into a license agreement, as amended on September 2, 2017 and October 31, 2017 (the “MedPharm License Agreement”), with MedPharm for the exclusive global rights to discover, develop, make, sell, market, and otherwise commercialize any pharmaceutical composition or preparation (in any and all dosage forms) in final form containing one or more compounds, including Diclofenac Epolamine (“Epoladerm”), that was developed, manufactured or commercialized utilizing MedPharm’s spray formulation technology (“MedPharm Product”), to be used for any and all uses in humans (including all diagnostic, therapeutic and preventative uses). Under the MedPharm License Agreement, the Company is required to make future milestone and royalty payments to MedPharm. We are obligated to make aggregate milestone payments to MedPharm of up to GBP 1.150 LipoCureRx, Ltd. On March 19, 2018, the Company entered into a license and sublicense agreement (the “Lipocure Agreement”) with LipocureRx, Ltd., a company organized and existing under the laws of Israel (“Lipocure”), for the sole and exclusive global license and sub-license rights to discover, develop, make, sell, market, and otherwise commercialize bupivacaine liposome, in injectable gel or suspension (“Licensed Compound”) or any pharmaceutical composition or preparation (in any and all dosage forms) in final form, including any combination product, containing a Licensed Compound (“Licensed Product”), including Probudur. Under the Lipocure Agreement, the Company was required to pay an upfront fee upon signing of $ 150,000 19.8 300,000 150,000 90 Nanomerics Ltd. Nanomerics Collaboration Agreement On April 11, 2019, the Company entered into an exclusive collaboration and license agreement, as amended (the “Nanomerics Collaboration Agreement”), with Nanomerics Ltd., a company organized and existing under the laws of United Kingdom (“Nanomerics”), for the exclusive world-wide license to develop and commercialize products, including Envelta™, which contain hydrophilic neuropeptide Leucin5-Enkephalin and an amphiphile compound which is quaternary ammonium palmitoyl glycol chitosan, to engage in a collaborative program utilizing Nanomerics’ knowledge, skills and expertise in the clinical development of products and to attract external funding for such development. The Nanomerics Collaboration Agreement was also amended to include a program for the pre-clinical development of a product for post-traumatic stress disorder (“PTSD”). Under the Nanomerics Collaboration Agreement, the Company is required to make royalty payments equal to a single digit percentage of annual net sales of royalty qualifying products. The Company is also required to make aggregate milestone payments of up to $ 103 Nanomerics License Agreement (AnQlar) On March 9, 2022, the Company entered into an Amended and Restated Collaboration and License Agreement with Nanomerics (the “Amended Nanomerics License Agreement”) which amended and restated the August 7, 2020, Nanomerics License Agreement and expanded the Company’s North American rights for AnQlar to include exclusive global rights to develop and commercialize AnQlar as a viral barrier to prevent or reduce the risk or the intensity of viral infections. The Amended Nanomerics License Agreement provides for payments up to $ 5.5 30 40 5 15 112.5 999,999 1,500,000 Nanomerics License Agreement (NobrXiol, formerly VRP324) On September 17, 2021, the Company entered into a collaboration and license agreement with Nanomerics (the “Nanomerics License Agreement - NobrXiol”) for the exclusive worldwide license to develop and commercialize an investigational formulation delivered via the nasal route to enhance pharmaceutical-grade cannabidiol (“CBD”) transport to the brain to potentially treat seizures associated with tuberous sclerosis complex (TSC), Lennox-Gastaut syndrome and Dravet syndrome in patients one year of age and older. Lennox-Gastaut syndrome and Dravet syndrome are rare central nervous system diseases considered serious epileptic encephalopathies that cause different types of epileptic seizures as well as cognitive and behavioral changes and are generally resistant to treatment. Under the Nanomerics License Agreement – NobrXiol, the Company is required to make royalty payments within a range of 5 15 200,000 On April 21, 2022, we notified Nanomerics that the study aim of demonstrating the ability of Nanomerics platform technology delivering CBD to the brain via nasal administration in an animal model was met. Pursuant to the Nanomerics License Agreement - VRP324, we paid a milestone payment of $ 500,000 Research Agreements Yissum On January 31, 2023, the Company entered into an Agreement for Rendering of Research Services with Yissum Research Development Company of the Hebrew University of Jerusalem Ltd (“Yissum”) for optimization of the Liposomal Bupivacaine formulation (Probudur) and to increase stability for manufacturing purposes. In consideration for the research services, the Company agreed to pay research service fees of $ 326,000 81,500 On January 1, 2024, the Company entered into an Agreement for Rendering of Research Services with Yissum for additional work on formulation, method development, animal studies and patent related work. In consideration for the research services, the Company will pay research service fees of $ 343,467 The Company incurred $ 343,000 326,000 Lipocure On February 1, 2023, the Company entered into an Agreement for Rendering of Research Services with Lipocure for optimization of the Liposomal Bupivacaine formulation, manufacture of pre-clinical batches including batches for stability testing, animal studies, toxicology, and patent related work. In consideration for the research services, the Company agreed to pay research service fees of $ 1,286,000 321,500 On March 27, 2024, the Company entered into an Agreement for Rendering of Research Services (the “January 2024 Lipocure Research Agreement”) with Lipocure for optimization of the Liposomal Bupivacaine formulation, manufacture of pre-clinical and GMP batches including method development, stability testing, animal studies and toxicology work. In consideration for the research services, the Company will pay research service fees of $ 1,845,260 The Company incurred $ 2,627,000 1,453,000 NCATS-NIH Cooperative Research and Development Agreement On August 25, 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with the National Center for Advancing Translational Science (“NCATS”). This collaboration is for the continued development of the Company’s product candidate, Envelta, an intranasal peptide, to control severe pain, including post cancer pain. The term of the CRADA is for a period of four years from May 6, 2020 (the effective date of the agreement) and can be terminated by both parties at any time by mutual written consent. In addition, either party may unilaterally terminate the CRADA at any time by providing written notice of at least sixty (60) days before the desired termination date. The agreement provides for studies that are focused on the pre-clinical characterization of Envelta as a novel analgesic to control severe pain, including post cancer pain, and for studies to further develop Envelta through IND enabling studies. There are certain development “Go/No Go” provisions within the agreement whereby, if certain events occur, or do not occur, NCATS may terminate the CRADA. These “No GO” provisions include: i) lack of efficacy in all animal pain models, ii) no reliable and sensitive bioanalytical method can be developed, iii) manufacturing failure due to inherent process scalability issues, iv) unacceptable toxicity or safety profile to enable clinical dosing, and v) inability to manufacture the Envelta dosage form. As of February 24, 2025, we have not received any Go/No Go notifications from NCATS. With respect to NCATS rights to any invention made solely by an NCATS employee(s) or made jointly by an NCATS employee(s) and our employee(s), the CRADA grants to the Company an exclusive option to elect an exclusive or nonexclusive commercialization license. For inventions owned solely by NCATS or jointly by NCATS and the Company, and licensed pursuant to the Company’s option, the Company must grant to NCATS a nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention or have the invention practiced throughout the world by or on behalf of the United States government. For inventions made solely by an employee of the Company, we grant to the United States government a nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention or have the invention practiced throughout the world by or on behalf of the United States government for research or other government purposes. U.S Army Institute of Surgical Research On April 28, 2022, the Company entered into a CRADA with the U.S. Army Institute of Surgical Research (USAISR) to evaluate Probudur as a potential novel analgesic for battlefield injury-induced pain solution. The research project will evaluate the analgesic effectiveness and physiologic effects of Probudur. The initial term of this agreement was to expire on September 30, 2023 unless it was revised by mutual written agreement. The CRADA was modified and signed on October 10, 2023, and extended the terms of the agreement until September 2024. No funding is being provided by either party to the other party under the agreement. Each party is responsible for funding its own work performed and other activities undertaken for the research project under this agreement. The parties may elect to terminate this agreement, or portions thereof, at any time by mutual consent. Either party may unilaterally terminate this entire agreement at any time by giving the other party written notice, not less than thirty (30) days prior to the desired termination date.

Securities Purchase Agreement

Securities Purchase Agreement	12 Months Ended
	Dec. 31, 2024
Securities Purchase Agreement
Securities Purchase Agreement	Note 10. Securities Purchase Agreement On July 5, 2024, the Company entered into a Securities Purchase Agreement, dated July 5, 2024 (the “Purchase Agreement”), with an institutional investor (the “Investor”) pursuant to which, on July 5, 2024, the Company issued to the Investor a senior secured promissory note in the principal amount of $ 2.5 2.5 The Secured Note bore interest at the rate of 18 110 0.1 The Purchase Agreement provides that it was a condition of the closing of the Financing that not less than five of the current members of the Company’s Board of Directors resign and that four nominees designated by the Investor be appointed to the Board of Directors. As a result, effective as of the closing of the Financing, (i) each of Barbara Ruskin, Jerrold Sendrow, Jeffrey Gudin, Thani Jambulingam and Michael F. Dubin resigned as directors of the Company, and (ii) the Company’s Board of Directors appointed Judy Su as a Class I Director, Jatinder Dhaliwal and Katharyn Field as Class II directors, and Gary Herman as a Class III director of the Company. The Purchase Agreement also provides that the Company and Investor will negotiate in good faith in order to agree upon and consummate an equity or debt financing (a “Subsequent Financing”) of not less than $ 5 5 On September 30, 2024, the Company entered into an extension agreement (the “Extension Agreement”) with the Investor pursuant to the terms of the Purchase Agreement. Pursuant to the terms of the Extension Agreement, the Investor agreed to amend certain provisions of the Purchase Agreement related to a potential financing arrangement of not less than $ 5 5 The Outside Date may be extended by up to thirty (30) days at the Company’s sole discretion, subject to approval by the Board, if the Company requires additional time to complete the re-audit of its financial statements for the fiscal years ended December 31, 2022, and 2023.

Segment Reporting

Segment Reporting	12 Months Ended
	Dec. 31, 2024
Segment Reporting [Abstract]
Segment Reporting	Note 11. Segment Reporting In accordance with FASB ASC Topic 280, Segment Reporting As a single reportable segment entity, the Company’s segment performance measure is operating expense. Significant segment expenses, as provided to the CODM, are presented below. Schedule of Segment Reporting For the Year Ended 2024 2023 Segment general and administrative (net of insurance reimbursement of $1,250,000 during the year ended December 31, 2023 – See Note 5) $ 6,260,627 $ 10,572,181 Segment research and development 5,819,308 5,117,608 Total operating expenses 12,079,935 15,689,789

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through February 26, 2025. January 2025 Public Offering. On January 27, 2025, the Company entered into a placement agency agreement with Spartan Capital Securities, LLC, and a securities purchase agreement with investors pursuant to which the Company agreed to issue and sell, in a “reasonable best efforts” public offering (the “Offering”) (i) 3,450,000 0.00001 26,550,000 0.20 0.00001 6,000,000 Probudur 2,000,000 On January 29, 2025, the Company entered into an investor relations agreement (the “IR Agreement”) with IR Agency LLC (the “Consultant”). Under the IR Agreement, the Consultant will provide marketing and advertising services to promote the Company to the financial community. In consideration for these services, the Company will pay the Consultant a fee, for an initial term of one month, after which it may be extended by mutual agreement, of one million seven hundred thousand U.S. Dollars ($ 1,700,000 On January 30, 2025, the Company entered into an investor relations agreement (the “Marketing Agreement”) with Sideways Frequency LLC (“Sideways”). Under the Marketing Agreement, Sideways will provide marketing and advertising services to promote the Company to the financial community. In consideration for these services, the Company will pay Sideways a fee, for an initial term of one month, after which it may be extended by mutual agreement, of three hundred thousand U.S. Dollars ($ 300,000 The Offering closed on January 29, 2025. The securities sold in the Offering were offered and sold pursuant to a registration statement on Form S-1 (File No. 333-284089), which was initially filed with the Securities and Exchange Commission (the “Commission”) on December 30, 2024, and amended on January 15, 2025 and January 17, 2025, and declared effective by the Commission on January 27, 2025.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation
Use of Estimates	Use of Estimates Significant items subject to such estimates and assumptions include research and development accruals and prepaid expenses, estimated litigation liability, and the valuation of stock-based compensation. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes.
Basic and Diluted Loss per Share	Basic and Diluted Loss per Share Schedule of antidilutive Year Ended December 31, 2024 2023 Equivalent common shares Stock options 139,008 175,686 Warrants 1,285,494 1,843
Cash	Cash 1.3 8.9
Fair Value of Financial Instruments	Fair Value of Financial Instruments
Research and Development	Research and Development
Stock-based Compensation	Stock-based Compensation Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, including the fair value of the Company’s common shares prior to its initial public offering, and for options, the expected life of the option and expected share price volatility. The Company uses the Black-Scholes option pricing model to value its option awards. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected life of options was estimated using the simplified method, as the Company has no historical information to develop reasonable expectations about future exercise patterns and post-vesting employment.
Income Taxes	Income Taxes The Company follows the guidance in ASC 740-10 in assessing uncertain tax positions. The standard applies to all tax positions and clarifies the recognition of tax benefits in the financial statements by providing for a two-step approach of recognition and measurement. The first step involves assessing whether the tax position is more-likely-than-not to be sustained upon examination based upon its technical merits. The second step involves measurement of the amount to be recognized. Tax positions that meet the more-likely than-not threshold are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate finalization with the taxing authority. The Company recognizes the impact of an uncertain income tax position in the financial statements if it believes that the position is more likely than not to be sustained by the relevant taxing authority. The Company will recognize interest and penalties related to tax positions in income tax expense. As of December 31, 2024, the Company had no uncertain income tax positions.
Segment and Other Information	Segment and Other Information Segment Reporting
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2024
Accounting Policies [Abstract]
Schedule of antidilutive	Schedule of antidilutive Year Ended December 31, 2024 2023 Equivalent common shares Stock options 139,008 175,686 Warrants 1,285,494 1,843

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	12 Months Ended
	Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of prepaid expenses and other current assets	Schedule of prepaid expenses and other current assets December 31, December 31, Prepaid insurance $ 4,643 $ 136,241 Prepaid research and development — 283,370 Deferred financing costs 3,082 — Other prepaid expenses and current assets 34,832 67,222 Prepaid Expenses and Other Current Assets $ 42,557 $ 486,833

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	12 Months Ended
	Dec. 31, 2024
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued expenses	Schedule of accounts payable and accrued expenses December 31, December 31, Accrued payroll $ 206,859 $ 493,780 Estimated separation expense 711,000 711,000 Research and development expenses 1,355,584 143,071 Legal expenses 29,558 97,089 Professional fees 125,317 230,627 Other 41,056 18,457 Accounts Payable and Accrued Liabilities $ 2,469,374 $ 1,694,024

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2024
Equity [Abstract]
Schedule of warrants activity	Schedule of warrants activity Number of Weighted Weighted- Outstanding, at January 1, 1,843 $ 117.84 3.4 Grants of warrants: Common 3,333,334 $ 1.35 Pre-funded 729,633 $ 0.00001 Exercised (1) (2,779,316 ) $ 1.00 Forfeited — — Outstanding and Exercisable, at December 30, 1,285,494 $ 1.52 4 0 (1) A portion of the pre-funded warrants were exercised on a cashless basis, resulting in 2 shares being forfeited.
Schedule of weighted-average assumptions	Schedule of weighted-average assumptions Expected term (years) 3.25 Risk-free interest rate 4.79 % Expected volatility 138.49 % Expected dividend yield — %

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of total stock based compensation	Schedule of total stock based compensation For the Year Ended 2024 2023 General and administrative expense $ 51,311 $ 335,363 Research and development expense 83,388 209,407 $ 134,699 $ 544,770
Schedule of weighted average assumptions	Schedule of weighted average assumptions For the Year Ended 2024 2023 Expected term (years) 5.82 5.46 Risk-free interest rate 4.02 % 3.67 % Expected volatility 126.71 % 113.12 % Expected dividend yield 0 % 0 %
Schedule of stock option activity	Schedule of stock option activity Number of Weighted Weighted- Aggregate Options outstanding at January 1, 2024 175,686 34.60 — — Forfeited (112,678 ) 24.66 — — Exercised — — — — Granted 76,000 2.84 — — Options outstanding at December 31, 2024 139,008 $ 25.29 — — Options exercisable at December 31, 2024 101,651 $ 32.60 — —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2024
Income Tax Disclosure [Abstract]
Schedule of Deferred tax assets and liabilities	Schedule of Deferred tax assets and liabilities December 31, December 31, Deferred tax assets: Net-operating loss carryforwards $ 12,487,000 $ 8,854,000 Capitalized R&D costs 4,498,000 3,562,000 Stock-based compensation 412,000 829,000 Accrued expenses 254,000 1,989,000 R&D credit 676,000 654,000 Other 4,000 5,000 Total deferred tax assets 18,331,000 15,893,000 Valuation allowance (18,331,000 ) (15,893,000 ) Net deferred tax asset $ — $ —
Schedule of Effective income tax rate reconciliation	Schedule of Effective income tax rate reconciliation December 31, December 31, Federal statutory rate 21.0 % 21.0 % Increase (decrease) in tax expense at federal statutory rate State income taxes (1.6 )% 5.0 % Change in state income tax rate — % (9.2 )% Change in valuation allowance (20.2 )% (17.1 )% Other 0.8 % 0.3 % Effective tax rate 0.0 % 0.0 %

Segment Reporting (Tables)

Segment Reporting (Tables)	12 Months Ended
	Dec. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Reporting	Schedule of Segment Reporting For the Year Ended 2024 2023 Segment general and administrative (net of insurance reimbursement of $1,250,000 during the year ended December 31, 2023 – See Note 5) $ 6,260,627 $ 10,572,181 Segment research and development 5,819,308 5,117,608 Total operating expenses 12,079,935 15,689,789

Business, and Liquidity and G_2

Business, and Liquidity and Going Concern (Details Narrative) - USD ($) $ in Millions		12 Months Ended
	Jul. 08, 2024	Dec. 31, 2024	Dec. 31, 2023
Net loss		$ 12.1	$ 15.2
Accumulated deficit		71.6
Payment for litigation settlement	$ 2.5
Sorrento [Member]
Payment for litigation settlement		$ 6

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	139,008	175,686
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,285,494	1,843

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash exceeded federally insured limits	$ 1.3	$ 8.9

Prepaid Expenses and Other Cu_3

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 4,643	$ 136,241
Prepaid research and development		283,370
Deferred financing costs	3,082
Other prepaid expenses and current assets	34,832	67,222
Prepaid Expenses and Other Current Assets	$ 42,557	$ 486,833

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued payroll	$ 206,859	$ 493,780
Estimated separation expense	711,000	711,000
Research and development expenses	1,355,584	143,071
Legal expenses	29,558	97,089
Professional fees	125,317	230,627
Other	41,056	18,457
Accounts Payable and Accrued Liabilities	$ 2,469,374	$ 1,694,024

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)				1 Months Ended	12 Months Ended
	Jul. 08, 2024	Nov. 29, 2023	Oct. 18, 2023	Mar. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Reimbursement of legal costs				$ 1,250,000
Several liability			$ 14,684,833
Net sales of epoladerm			5%
Net sales of envelta			7.50%
Damages amount		$ 6,700,000	$ 13,400,000
Unrecorded unconditional purchase obligation, term		18 months and 27 days
Loss contingency damages awarded, value		$ 28,382
Cash payment	$ 2,500,000
Royalties annual net sales percentage					6%
Initial payment of plaintiffs					$ 3,500,000
Litigation amount paid					6,000,000	$ 6,000,000
Mr Mack And Virpax [Member]
Loss Contingencies [Line Items]
Estimated separation expense					711,000	$ 711,000
Sorrento [Member]
Loss Contingencies [Line Items]
Cash payment					6,000,000
Scilex [Member]
Loss Contingencies [Line Items]
Cash payment					$ 3,500,000
Misuse Of Scilex [Member]
Loss Contingencies [Line Items]
Damages amount			1,300,000
Misappropriation Of Trade Secrets [Member]
Loss Contingencies [Line Items]
Damages amount			$ 6,700,000
Minimum [Member]
Loss Contingencies [Line Items]
Net sales of probudur			8%
Royalty rate		1%
Maximum [Member]
Loss Contingencies [Line Items]
Net sales of probudur			11%
Royalty rate		3%

Stockholders' Equity (Details -

Stockholders' Equity (Details - Warrants activity) - Warrants [Member] - $ / shares		12 Months Ended
		Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of shares outstanding at beginning		1,843
Weighted average exercise price outstanding at beginning		$ 117.84
Weighted- average remaining contractual term (years)		4 years	3 years 4 months 24 days
Number of shares outstanding, Common		3,333,334
Weighted average exercise price outstanding, Common		$ 1.35
Number of shares outstanding, Pre-funded		729,633
Weighted average exercise price outstanding, Pre-funded		$ 0.00001
Number of shares outstanding, Exercised	[1]	(2,779,316)
Weighted average exercise price outstanding, Exercised	[1]	$ 1
Number of shares outstanding, Forfeited		0
Weighted average exercise price outstanding, Forfeited		$ 0
Number of shares outstanding at ending		1,285,494	1,843
Weighted average exercise price outstanding at ending		$ 1.52	$ 117.84
[1]A portion of the pre-funded warrants were exercised on a cashless basis, resulting in 2 shares being forfeited.

Stockholders' Equity (Details_2

Stockholders' Equity (Details - Weighted-average assumptions) - Warrants [Member]	12 Months Ended
	Dec. 31, 2024
Class of Warrant or Right [Line Items]
Expected term (years)	3 years 3 months
Risk-free interest rate	4.79%
Expected volatility	138.49%
Expected dividend yield	0%

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
	Nov. 12, 2024	Feb. 29, 2024	May 31, 2024	Dec. 31, 2024	Dec. 31, 2023	May 17, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized				10,000,000	10,000,000
Preferred stock, par value				$ 0.00001	$ 0.00001
Common stock, shares authorized				100,000,000	100,000,000
Common stock, par value				$ 0.00001	$ 0.00001
Common stock, shares issued				14,887,581	1,171,233
Common stock, shares outstanding				14,887,581	1,171,233
Reverse stock split		1-for-10
Adjustments to additional paid in capital, stock split				$ 105
Offering price per share						$ 1.34999
Proceeds from issuance initial public offering				6,317,298	$ 0
Legal fees	$ 500,000			453,000
General and administrative expense				2,000,000
Adjustments to additional paid in capital, fair value			$ 1,100,000
IR Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Consultant fee payable in cash	2,000,000
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from issuance initial public offering	4,500,000			$ 1,800,000
November 2024 Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Net proceeds	$ 2,000,000
Pre Funded Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants purchase shares						729,633
Pre Funded Warrants [Member] | November 2024 Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock, shares	6,800,000
Offering price	$ 0.50
Pre funded warrant per share	$ 0.00001
Aggregate gross proceeds	$ 5,000,000
Series A-1 Warrant Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants purchase shares						1,666,667
Series A-2 Warrant Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants purchase shares						1,666,667
Common Warrant Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Offering price per share						$ 1.35
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued						937,034
Common Stock [Member] | November 2024 Public Offering [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value	$ 0.00001
Sale of stock, shares	3,200,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued				1,171,233	1,171,233
Common stock, shares outstanding				1,171,233	1,171,233

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	$ 134,699	$ 544,770
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	51,311	335,363
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock based compensation	$ 83,388	$ 209,407

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details 1) - Equity Option [Member]	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Offsetting Assets [Line Items]
Expected term (years)	5 years 9 months 25 days	5 years 5 months 15 days
Risk-free interest rate	4.02%	3.67%
Expected volatility	126.71%	113.12%
Expected dividend yield	0%	0%

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details 2) - Equity Option [Member]	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares
Offsetting Assets [Line Items]
Number of shares outstanding, Beginning balance | shares	175,686
Weighted average exercise price, Beginning balance | $ / shares	$ 34.60
Aggregate intrinsic value, Beginning balance | $	$ 0
Number of shares, Forfeited | shares	(112,678)
Weighted average exercise price, Forfeited | $ / shares	$ 24.66
Number of shares, Exercised | shares	0
Weighted average exercise price, Exercised | $ / shares	$ 0
Aggregate intrinsic value, Exercised | $	$ 0
Number of shares, Granted | shares	76,000
Weighted average exercise price, Granted | $ / shares	$ 2.84
Number of shares outstanding, Ending balance | shares	139,008
Weighted average exercise price, Ending balance | $ / shares	$ 25.29
Aggregate intrinsic value, Ending balance | $	$ 0
Number of shares, Exercisable | shares	101,651
Weighted average exercise price, Exercisable | $ / shares	$ 32.60
Aggregate intrinsic value, Exercisable | $	$ 0

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details Narrative) - USD ($)		12 Months Ended
	Jul. 29, 2024	Dec. 31, 2024	Dec. 31, 2023	Jan. 02, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average expected period		1 year 2 months 12 days
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant-date fair value of stock options granted		$ 2.53	$ 6.34
2022 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock capital shares reserved for future issuance		150,000		23,425
Percentage of annual stock issuance	2%	2%
Common stock available for future grant		444,413
2022 Plan [Member] | Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock capital shares reserved for future issuance	150,000
Unrecognized compensation costs		$ 76,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Net-operating loss carryforwards	$ 12,487,000	$ 8,854,000
Capitalized R&D costs	4,498,000	3,562,000
Stock-based compensation	412,000	829,000
Accrued expenses	254,000	1,989,000
R&D credit	676,000	654,000
Other	4,000	5,000
Total deferred tax assets	18,331,000	15,893,000
Valuation allowance	(18,331,000)	(15,893,000)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Federal statutory rate	21%	21%
State income taxes	(1.60%)	5%
Change in state income tax rate	0%	(9.20%)
Change in valuation allowance	(20.20%)	(17.10%)
Other	0.80%	0.30%
Effective tax rate	0%	0%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Research and development gross	$ 5,800,000	$ 5,100,000
Change in valuation allowance	2,400,000	2,600,000
State net operating loss	49,700,000
Research and development tax credit carryforward	676,000
Tax credits	19,417,000
Annual amount	4,100,000
Federal tax	$ 326,000
Taxable limited percentage	80%
Research and development credits	$ 676,000	$ 654,000
Federal Statutory Tax [Member]
Effective Income Tax Rate Reconciliation [Line Items]
State net operating loss	51,900,000
Federal tax	$ 49,700,000
Equity Method Investment Ownership [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Ownership percentage	50%
State and Local Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
State net operating loss	$ 51,900,000
Research and development credits	$ 676,000

Research and Development and _2

Research and Development and License Agreements (Details Narrative) £ in Thousands

3 Months Ended

12 Months Ended

Mar. 27, 2024 USD ($)

Jan. 02, 2024 USD ($)

Feb. 01, 2023 USD ($)

Jan. 31, 2023 USD ($)

Apr. 21, 2022 USD ($)

Mar. 09, 2022 USD ($)

Sep. 17, 2021 USD ($)

Mar. 19, 2018 USD ($)

Jun. 06, 2017 GBP (£)

Sep. 30, 2023 USD ($)

Dec. 31, 2024 USD ($)

Dec. 31, 2023 USD ($)

Mar. 31, 2022 USD ($)

Aggregate milestone payments

$ 19,800,000

$ 150,000

Research service fees payments

$ 1,845,260

$ 343,467

$ 321,500

$ 81,500

Notice period for terminating

90 days

Nonrefundable fee

$ 1,500,000

Research and development expense

$ 5,819,308

$ 5,117,608

License [Member]

Aggregate milestone payments

$ 300,000

Med Pharm License Agreement [Member]

Aggregate milestone payments | £

£ 1,150

Lipocure Agreement [Member]

Research service fees payments

$ 1,286,000

150,000

Research and development expense

2,627,000

1,453,000

Nanomerics Collaboration Agreement [Member]

Aggregate milestone payments

$ 5,500,000

$ 103,000,000

Nanomerics Collaboration Agreement [Member] | Commercial Milestone [Member]

Aggregate milestone payments

112,500,000

Amended Nanomerics License Agreement [Member]

Additional milestone payments

$ 999,999

Amended Nanomerics License Agreement [Member] | Minimum [Member]

Profit share arrangement percentage

30%

Percentage of royalties

5%

Amended Nanomerics License Agreement [Member] | Maximum [Member]

Profit share arrangement percentage

40%

Percentage of royalties

15%

Nanomerics License Agreement [Member]

Upfront milestone payments

$ 200,000

Milestone payments

$ 500,000

Nanomerics License Agreement [Member] | Minimum [Member]

Percentage of royalties

5%

Nanomerics License Agreement [Member] | Maximum [Member]

Percentage of royalties

15%

Yissum Research Agreement [Member]

Research service fees payments

$ 326,000

Research and development expense

$ 343,000

$ 326,000

Securities Purchase Agreement (

Securities Purchase Agreement (Details Narrative) - Investor [Member] - USD ($) $ in Millions			12 Months Ended
	Nov. 30, 2024	Jul. 05, 2024	Dec. 31, 2024
Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Payments of financing costs		$ 5	$ 5
Extension Agreement [Member]
Short-Term Debt [Line Items]
Provision for payments of financing costs	$ 5
Senior Secured Promissory Note [Member] | Securities Purchase Agreement [Member]
Short-Term Debt [Line Items]
Principal amount		2.5
Subscription amount		$ 2.5
Debt instrument interest rate		18%
Percentage of outstanding principal		110%
Unamortized issuance costs			$ 0.1

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting [Abstract]
Segment general and administrative (net of insurance reimbursement of $1,250,000 during the year ended December 31, 2023 – See Note 5)	$ 6,260,627	$ 10,572,181
Segment research and development	5,819,308	5,117,608
Total operating expenses	$ 12,079,935	$ 15,689,789

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)		1 Months Ended
	Nov. 12, 2024	Jan. 30, 2025	Jan. 29, 2025	Jan. 27, 2025	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock, par value					$ 0.00001	$ 0.00001
IR Agreement [Member]
Subsequent Event [Line Items]
Consultant fee payable in cash	$ 2,000,000
Subsequent Event [Member] | IR Agreement [Member]
Subsequent Event [Line Items]
Consultant fee payable in cash			$ 1,700,000
Subsequent Event [Member] | Marketing Agreement [Member]
Subsequent Event [Line Items]
Consultant fee payable in cash		$ 300,000
Subsequent Event [Member] | January 2025 Public Offering [Member]
Subsequent Event [Line Items]
Net proceeds				$ 2,000,000
Subsequent Event [Member] | January 2025 Public Offering [Member] | Pre Funded Warrants [Member]
Subsequent Event [Line Items]
Sale of stock, shares				26,550,000
Offering price				$ 0.20
Pre funded warrant per share				$ 0.00001
Aggregate gross proceeds				$ 6,000,000
Common Stock [Member] | Subsequent Event [Member] | January 2025 Public Offering [Member]
Subsequent Event [Line Items]
Sale of stock, shares				3,450,000
Common stock, par value				$ 0.00001