Virax Biolabs Group Ltd 6-K, filed Jan 30, 2026

Virax Biolabs Group Ltd (VRAX)

6-K 2026-01-30 For: 2026-01-30

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Added on April 08, 2026

About this 6-K

Virax Biolabs Group Ltd filed this 6-K on January 30, 2026.

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Exhibit No		Description

99.1		Notice of Virax Biolabs Group Limited 2025 Annual General Meeting of Shareholders
99.2		Proxy Card and Notice
99.3		Virax Biolabs 2026 Equity Incentive Plan and UK Sub Plan
99.4		Form of the Fourth Amended and Restated Memorandum and Articles of Association of Virax Biolabs Group Limited



			VIRAX BIOLABS GROUP LIMITED

Date:	January 30, 2026	By:	/s/ James Foster
			James Foster, Chief Executive Officer



			VIRAX BIOLABS GROUP LIMITED

Date:	January 30, 2026	By:	/s/ James Foster
			James Foster, Chief Executive Officer


5.	RESOLVED as an ordinary resolution to approve and adopt the 2026 Equity Incentive Plan and the United Kingdom Sub-Plan in the form attached hereto as Exhibit 99.3 filed as part of the Form 6-K report containing the Notice of Meeting and Proxy Statement (the “Equity Incentive Plan Proposal”); and

6.	RESOLVED as an ordinary resolution to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”).


	For the Year Ended March 31,
	2025	2024
Services Rendered
Audit	$97,500	$50,000
Audit related services	21,800	23,500
Tax	-	-
All other fees	16,000	-
Total	$135,300	$88,500


1.	RESOLVED as an ordinary resolution: to ratify and approve the appointment of Reliant CPAs PC as auditor of the Company (the "Auditor") for the fiscal year ending March 31, 2026, and to authorize the board of directors of the Company to fix the remuneration of the Auditor (the “Auditor Proposal”);


2.	RESOLVED as an ordinary resolution: to appoint the following persons as directors of the Company(the “Election Proposal”):


	a.	James Foster be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


	b.	Nigel McCracken be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


	c.	Evan Norton be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


	d.	Iain Miller be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; and


	e.	Nelson Haight be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


1.		RESOLVED as an ordinary resolution to ratify and approve the appointment of Reliant CPAs PC as auditor of the Company (the “Auditor”) for the fiscal year ending March 31, 2026, and to authorize the board of directors of the Company to fix the remuneration of the Auditor (the “Auditor Proposal”);


	c. Evan Norton be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;

	d. Iain Miller be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; and

	e. Nelson Haight be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


	(A)	Mr. James Foster be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


Exhibit 99.4

Companies Act (Revised) Company Limited by Shares Virax Biolabs Group Limited
	Fourth AMENDED AND RESTATED memorandum of association (adopted by special resolution passed on [Date] and effective on [Date])




Companies Act (Revised) Company Limited By Shares Virax Biolabs Group Limited

	Fourth AMENDED AND RESTATED articles of association (adopted by special resolution passed on [Date] and effective on [Date])


1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5
2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to pay commissions and brokerage fees		6
Trusts not recognised		6
Security interests		6
Power to vary class rights		6
Effect of new Share issue on existing class rights		7
No bearer Shares or warrants		7
Treasury Shares		7
Rights attaching to Treasury Shares and related matters		7
Register of Members		8
Annual Return		8
3	Share certificates	8
Issue of share certificates		8
Renewal of lost or damaged share certificates		9
4	Lien on Shares	10
Nature and scope of lien		10
Company may sell Shares to satisfy lien		10
Authority to execute instrument of transfer		10
Consequences of sale of Shares to satisfy lien		11
Application of proceeds of sale		11
5	Calls on Shares and forfeiture	11
Power to make calls and effect of calls		11
Time when call made		12
Liability of joint holders		12
Interest on unpaid calls		12
Deemed calls		12
Power to accept early payment		13
Power to make different arrangements at time of issue of Shares		13
Notice of default		13
Forfeiture or surrender of Shares		13
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		13


Effect of forfeiture or surrender on former Member		14
Evidence of forfeiture or surrender		14
Sale of forfeited or surrendered Shares		15
6	Transfer of Shares	15
Right to transfer		15
Suspension of transfers		16
Company may retain instrument of transfer		16
Notice of refusal to register		16
7	Transmission of Shares	16
Persons entitled on death of a Member		16
Registration of transfer of a Share following death or bankruptcy		16
Indemnity		17
Rights of person entitled to a Share following death or bankruptcy		17
8	Alteration of capital	17
Increasing, consolidating, converting, dividing and cancelling share capital		17
Dealing with fractions resulting from consolidation of Shares		18
Reducing share capital		18
9	Redemption and purchase of own Shares	19
Power to issue redeemable Shares and to purchase own Shares		19
Power to pay for redemption or purchase in cash or in specie		19
Effect of redemption or purchase of a Share		19
10	Meetings of Members	20
Annual and extraordinary general meetings		20
Power to call meetings		20
Content of notice		21
Period of notice		22
Persons entitled to receive notice		22
Accidental omission to give notice or non-receipt of notice		22
11	Proceedings at meetings of Members	23
Quorum		23
Lack of quorum		23
Chairman		23
Right of a Director to attend and speak		24
Accommodation of Members at meeting		24
Security		24
Adjournment		24
Method of voting		25


	(B)	Dr. Nigel McCracken be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


	(C)	Mr. Iain Miller be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal;


	(D)	Mr. Evan Norton be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; and


	(E)	Mr. Nelson Haight be re-appointed as a director of the Company to hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal.”


		“IT IS HEREBY RESOLVED, as a special resolution, that, subject to and immediately following the Share Consolidation being effected, the Company adopt the fourth amended and restated memorandum and articles of association in the form attached hereto as Exhibit 99.4 filed as part of the Form 6-K report containing the Notice of Meeting and Proxy Statement in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company to reflect the Share Consolidation (if and to the extent the Share Consolidation is effected) (the “Charter Amendment”)


	By order of the Board of Directors

January 30, 2026	/s/ James Foster
	James Foster
	Chief Executive Officer


Outcome of vote by show of hands		25
Withdrawal of demand for a poll		25
Taking of a poll		25
Chairman’s casting vote		26
Written resolutions		26
Sole-Member Company		28
12	Voting rights of Members	28
Right to vote		28
Rights of joint holders		28
Representation of corporate Members		28
Member with mental disorder		29
Objections to admissibility of votes		29
Form of proxy		29
How and when proxy is to be delivered		30
Voting by proxy		32
13	Number of Directors	32
14	Appointment, disqualification and removal of Directors	32
First Directors		32
No age limit		32
Corporate Directors		33
No shareholding qualification		33
Appointment of Directors		33
Board’s power to appoint Directors		33
Removal of Directors		33
Resignation of Directors		34
Termination of the office of Director		34
15	Alternate Directors	35
Appointment and removal		35
Notices		35
Rights of alternate Director		36
Appointment ceases when the appointor ceases to be a Director		36
Status of alternate Director		36
Status of the Director making the appointment		36
16	Powers of Directors	37
Powers of Directors		37
Directors below the minimum number		37
Appointments to office		37


Provisions for employees		38
Exercise of voting rights		38
Remuneration		38
Disclosure of information		39
17	Delegation of powers	39
Power to delegate any of the Directors’ powers to a committee		39
Local boards		40
Power to appoint an agent of the Company		40
Power to appoint an attorney or authorised signatory of the Company		41
Borrowing Powers		41
Corporate Governance		41
18	Meetings of Directors	42
Regulation of Directors’ meetings		42
Calling meetings		42
Notice of meetings		42
Use of technology		42
Quorum		42
Chairman or deputy to preside		42
Voting		43
Recording of dissent		43
Written resolutions		43
Validity of acts of Directors in spite of formal defect		44
19	Permissible Directors' interests and disclosure	44
20	Minutes	45
21	Accounts and audit	46
Auditors		46
22	Record dates	47
23	Dividends	47
Source of dividends		47
Declaration of dividends by Members		47
Payment of interim dividends and declaration of final dividends by Directors		47
Apportionment of dividends		48
Right of set off		49
Power to pay other than in cash		49
How payments may be made		49
Dividends or other monies not to bear interest in absence of special rights		50
Dividends unable to be paid or unclaimed		50


24	Capitalisation of profits	50
Capitalisation of profits or of any share premium account or capital redemption reserve;		50
Applying an amount for the benefit of Members		51
25	Share Premium Account	51
Directors to maintain share premium account		51
Debits to share premium account		51
26	Seal	52
Company seal		52
Duplicate seal		52
When and how seal is to be used		52
If no seal is adopted or used		52
Power to allow non-manual signatures and facsimile printing of seal		52
Validity of execution		53
27	Indemnity	53
Release		53
Insurance		54
28	Notices	54
Form of notices		54
Electronic communications		55
Persons entitled to notices		56
Persons authorised to give notices		56
Delivery of written notices		56
Joint holders		56
Signatures		56
Giving notice to a deceased or bankrupt Member		57
Date of giving notices		57
Saving provision		58
29	Authentication of Electronic Records	58
Application of Articles		58
Authentication of documents sent by Members by Electronic means		58
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		58
Manner of signing		59
Saving provision		59
30	Transfer by way of continuation	60
31	Winding up	60


Distribution of assets in specie		60
No obligation to accept liability		60
32	Amendment of Memorandum and Articles	61
Power to change name or amend Memorandum		61
Power to amend these Articles		61

Virax Biolabs Group Ltd 6-K, filed Jan 30, 2026

About this 6-K

1 Definitions, interpretation and exclusion of Table A

1.1 In these Articles, the following definitions apply:

1.2 In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:

1.3 The headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles.

1.4 The regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.

2 Shares

2.2 Without limitation to the preceding Article, the Directors may so deal with the unissued Shares:

2.3 Without limitation to the two preceding Articles, the Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

2.4 The Company may pay a commission to any person in consideration of that person:

2.5 The Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

2.6 Except as required by Law:

2.8 If the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:

2.9 For the purpose of Article 2.8(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every such separate meeting except that:

2.10 Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that class.

2.11 The Company shall not issue Shares or warrants to bearers.

2.12 Shares that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and not treated as cancelled if:

2.13 No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to Members on a winding up) may be made to the Company in respect of a Treasury Share.

2.14 The Company shall be entered in the register of Members as the holder of the Treasury Shares. However:

2.15 Nothing in Article 2.14 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

2.16 Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine.

2.18 The Directors in each calendar year shall prepare or cause to be prepared an annual return and declaration setting forth the particulars required by the Act and shall deliver a copy thereof to the registrar of companies for the Cayman Islands.

3 Share certificates

3.2 Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed in such other manner as the Directors determine.

3.3 Every certificate shall bear legends required under the applicable laws, including the U.S. Securities Act (to the extent applicable).

3.4 The Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them.

3.5 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:

4 Lien on Shares

4.1 The Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered in the name of a Member (whether solely or jointly with others). The lien is for all monies payable to the Company by the Member or the Member’s estate:

4.2 At any time the Board may declare any Share to be wholly or partly exempt from the provisions of this Article.

4.3 The Company may sell any Shares over which it has a lien if all of the following conditions are met:

4.4 The Lien Default Shares may be sold in such manner as the Board determines.

4.5 To the maximum extent permitted by law, the Directors shall incur no personal liability to the Member concerned in respect of the sale.

4.6 To give effect to a sale, the Directors may authorise any person to execute an instrument of transfer of the Lien Default Shares sold to, or in accordance with the directions of, the purchaser.

4.7 The title of the transferee of the Lien Default Shares shall not be affected by any irregularity or invalidity in the proceedings in respect of the sale.

4.8 On a sale pursuant to the preceding Articles:

4.10 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable. Any residue shall be paid to the person whose Lien Default Shares have been sold:

5 Calls on Shares and forfeiture

5.3 A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member in respect of those Shares.

5.4 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

5.5 Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

5.6 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid:

5.7 Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue of a call.

5.8 The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that amount has been called up.

5.9 Subject to the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguish between Members in the amounts and times of payment of calls on their Shares.

5.10 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 Clear Days' notice requiring payment of:

5.11 The notice shall state the following:

5.14 On forfeiture or surrender:

5.15 Despite the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all monies which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together with:

5.16 A declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence of the following matters stated in it as against all persons claiming to be entitled to forfeited Shares:

6 Transfer of Shares

6.2 The Directors may in their absolute discretion decline to register any transfer of Shares which is not Fully Paid Up or on which the Company has a lien.

6.3 The Directors may also, but are not required to, decline to register any transfer of any Share unless:

(a) the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(b) the instrument of transfer is in respect of only one class of Shares;

(c) the instrument of transfer is properly stamped, if required;

(d) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four;

(e) the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and

(f) any applicable fee of such maximum sum as the Designated Stock Exchanges (to the extent applicable) may determine to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company.

6.4 The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time

to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 days in any year.

6.5 All instruments of transfer that are registered shall be retained by the Company.

6.6 If the Directors refuse to register a transfer of any Shares, they shall within three months after the date on which the instrument of transfer was lodged with the Company send to each of the transferor and the transferee notice of the refusal.

7 Transmission of Shares

7.1 If a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:

7.2 Nothing in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased was a sole holder or a joint holder.

7.3 A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:

7.4 That person must produce such evidence of his entitlement as the Directors may properly require.

7.5 If the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer.

7.6 If the person elects to transfer the Share to another person then:

7.7 All the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.

7.8 A person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the Directors against any loss or damage suffered by the Company or the Directors as a result of that registration.

8 Alteration of capital

8.1 To the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum for that purpose:

8.2 Whenever, as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the Directors may on behalf of those Members deal with the fractions as it thinks fit, including (without limitation):

8.4 Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by Special Resolution, reduce its share capital in any way.

9 Redemption and purchase of own Shares

9.1 Subject to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by its Directors:

9.3 Upon the date of redemption or purchase of a Share:


Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member's registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient's Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website