Virax Biolabs Group Ltd 6-K, filed Sep 4, 2026
Virax Biolabs Group Ltd (VRAX)
About this 6-K
Virax Biolabs Group Ltd filed this 6-K on September 4, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-41440
Virax Biolabs Group Limited
(Registrant’s Name)
BioCity Glasgow
Bo'Ness Road Newhouse
Lanarkshire, ML1 5UH
United Kingdom
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Virax,” “we,” “us” and “our” refer to Virax Biolabs Group Limited. and its subsidiaries.
Information Contained in this Form 6-K Report
As previously reported, on January 22, 2024, Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its ordinary shares, par value $0.025 per share and any other class of securities into which such securities may hereafter be reclassified or changed (the “Ordinary Shares”).
On September 4, 2026, the Company filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement (the “Sticker Prospectus Supplement”) to amend and supplement the prospectus supplement dated January 22, 2024 (the “Original Prospectus Supplement”), as supplemented by our prospectus supplement, dated September 30, 2024 (the “Second Prospectus Supplement”), and the accompanying base prospectus dated December 15, 2023 (the “Base Prospectus”), filed as part of the Company’s effective Registration Statement on Form F-3 (File No. 333-275893) (the “Registration Statement”), to increase the maximum aggregate offering amount of Ordinary Shares that the Company may offer and sell from time to time, through the Sales Agent under the Sales Agreement, to up to $2,070,060.20 (which amount does not include $3,658,152 of Ordinary Shares previously sold by the Company under the Sales Agreement). The Sticker Prospectus Supplement, Original Prospectus Supplement, the Second Prospectus Supplement and Base Prospectus form a part of the Registration Statement.
The description of the Sales Agreement set forth in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 22, 2024, is incorporated herein by reference. The Sales Agreement is incorporated herein by reference to Exhibit 10.1 to such Report.
A copy of the opinion of Ogier relating to the legality of the issuance and sale of the Ordinary Shares is filed herewith as Exhibit 5.1.
This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Ordinary Shares, nor shall there be any offer, solicitation or sale of the Ordinary Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
This Report on Form 6-K is hereby incorporated by reference into the Registration Statement and into each prospectus supplement filed pursuant to the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Exhibits
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Description |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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VIRAX BIOLABS GROUP LIMITED |
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Date: |
September 4, 2026 |
By: |
/s/ James Foster |
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James Foster, Chief Executive Officer |
Exhibit 5.1
Virax Biolabs Group Limited c/o Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman, KY1-9009 Cayman Islands
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D +852 3656 6054 |
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E nathan.powell@ogier.com |
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Reference: 500373.00004 |
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4 September 2026 |
Virax Biolabs Group Limited (the Company)
We have acted as the Cayman Islands counsel to the Company in connection with the filing of the Company’s sticker prospectus supplement dated 4 September 2026 (the Sticker Prospectus Supplement) forming part of the registration statement on Form F-3 (File No. 333-275893) which was filed with the Commission and declared effective on 15 December 2023, including all amendments or supplements thereto filed with the United States Securities and Exchange Commission (the Commission) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Act), (including its exhibits, the Registration Statement).
The Sticker Prospectus Supplement relates to the Company's issuance and sale of up to US$2,070,060.20 of ordinary shares of US$0.025 par value each of the Company (the Offer Shares) through or to H.C. Wainwright & Co., LLC (the Manager) as sales agent and/or principal pursuant to the At-The-Market Offering Agreement dated 22 January 2024 entered into by and between the Company and the Manager (the Agreement).
We have been advised that the Offer Shares may be issued and sold or delivered from time to time as set forth in the Registration Statement and any amendment thereto under Rules 462(b) of the Act and that this opinion is required to be furnished in accordance with Registration Statement. No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement other than as expressly stated herein with respect to the issue of the Offer Shares. This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
Ogier Providing advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor 11 Central Tower 28 Queen's Road Central Central Hong Kong
T +852 3656 6000 F +852 3656 6001 ogier.com |
Partners Nicholas Plowman Nathan Powell Anthony Oakes Oliver Payne Kate Hodson David Nelson Joanne Collett Dennis Li Cecilia Li |
Yuki Yan David Lin Alan Wong Janice Chu Zhao Rong Ooi Rachel Huang** Florence Chan*‡ Richard Bennett**‡ James Bergstrom‡ |
* admitted in New Zealand ** admitted in England and Wales ‡ not ordinarily resident in Hong Kong |
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Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Agreement. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
For the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents:
We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Paragraph 1.
In giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation or verification in respect of those assumptions:
On the basis of the examinations and assumptions referred to above and subject to the qualifications and the limitations set forth below, we are of the opinion that:
Corporate status
Authorized Share capital
Valid Issuance of Offer Shares
will be validly issued, fully paid and non-assessable.
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not
conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforcement of Civil Liabilities” and “Legal Matters” of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term used in the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
This opinion may be used only in connection with the offer and sale of the Offer Shares while the Registration Statement is effective.
Yours faithfully
Ogier