Virax Biolabs Group Limited Announces Closing of $5 Million Private Placement

Rhea-AI Summary

Virax Biolabs Group (Nasdaq: VRAX) closed a private placement raising $5.0 million gross proceeds by issuing 12,500,000 ordinary shares (or equivalents) and preferred investment options to buy up to 12,500,000 ordinary shares at a combined price of $0.3999 per pre-funded warrant plus preferred option.

The pre-funded warrants are exercisable immediately at $0.0001 (no expiry). Preferred investment options are exercisable at $0.40 per share for five years from the effective date of a required registration statement. H.C. Wainwright acted as placement agent.

Net proceeds are intended for general working capital and are expected to extend cash runway into H1 2028, beyond planned completion and regulatory submissions for ViraxImmune US PASC study (FDA) and UK PAIS study (MHRA). The company agreed to register the resale of issued securities and to reduce and extend earlier preferred option terms (exercise price from $2.934 to $0.40 and extended term).

Positive

• Gross proceeds of $5.0M from private placement
• Cash runway extended into H1 2028
• Preferred options exercisable at $0.40 for five years
• Pre-funded warrants exercisable immediately at $0.0001

Negative

• Issuance of 12.5M shares and options creates potential dilution
• Reduced exercise price for prior options from $2.934 to $0.40
• Net proceeds allocated to general working capital, not earmarked for specific commercial milestones

Key Figures

Private placement size $5 million gross proceeds Total gross proceeds from private placement before fees

New shares issued 12,500,000 ordinary shares/equivalents Securities sold in the private placement

Unit purchase price $0.3999 per pre-funded warrant + option Combined purchase price for each pre-funded warrant and option

Warrant exercise price $0.0001 per share Exercise price of pre-funded warrants

Option exercise price $0.40 per ordinary share Exercise price of preferred investment options issued

Repriced prior options 1,200,000 options repriced Series A and B preferred options outstanding from March 10, 2023

Exercise price reduction $2.934 to $0.40 per share New exercise price for outstanding Series A and B options

Cash runway Into first half of 2028 Management expectation after using net offering proceeds

Market Reality Check

Volume Volume 293,156,431 is 19.8x the 20-day average of 14,802,674, indicating exceptionally heavy trading. high

Technical Price $0.688 remains below the 200-day MA of $0.88, despite the sharp move.

Peers on Argus 1 Down

VRAX gained 75.11% while only one tracked peer (GTBP) appeared in momentum scans, moving down 7.91%, pointing to a stock-specific reaction rather than a broad biotech move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Private placement	Negative	+75.1%	Announced $5M private placement with new shares and investment options.
Dec 03	Shareholder letter	Positive	+75.1%	Outlined ViraxImmune clinical progress, Emory collaboration, and cash position.
Nov 03	Clinical progress	Positive	-3.6%	Completed UK recruitment for ViraxImmune PAIS study and received FDA feedback.
Aug 26	Partnership, trials	Positive	-18.2%	Signed Emory research agreement and prepared for FDA pre-submission meeting.
Jul 29	Board appointment	Positive	-2.7%	Added experienced diagnostics executive Dr. Iain Miller as independent director.

Pattern Detected

VRAX often trades counter to fundamentals: 4 of the last 5 news events show price moves diverging from the apparent news tone.

Recent Company History

Over the past few months, Virax reported multiple ViraxImmune™ clinical milestones, a new Emory University partnership, and board strengthening, alongside a debt-free balance sheet and $3.3M cash as of late July. The prior day’s $5M private placement announcement drove a 75.11% move. Today’s closing of that same financing fits into this capital-raising phase supporting its PAIS and PASC studies.

Historical Comparison

private placement

+75.1 %

Average Historical Move

Historical Analysis

In the last 6 months VRAX had 1 prior private placement headline, which moved the stock 75.11%. Today’s closing announcement mirrors that magnitude, consistent with past financing-related volatility.

Typical Pattern

Today’s news confirms closing of the previously announced <b>$5M</b> private placement and finalizes the issuance of related shares and options.

Regulatory & Risk Context

Short Interest

8.08%

0% 15% 30%+

moderate

Short interest at 8.08% of float with days to cover at 1 indicates moderate bearish positioning but not an extreme short crowding risk.

Market Pulse Summary

This announcement confirms closing of a $5 million private placement, issuing 12,500,000 shares or equivalents plus investment options and extending cash runway into the first half of 2028. It follows prior updates on ViraxImmune™ clinical progress and partnerships. Investors may focus on how added capital supports PASC and PAIS studies versus dilution from new and repriced options at $0.40.

Key Terms

private placement financial

"announced today the closing of its previously announced private placement of its securities"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"purchase price of $0.3999 per pre-funded warrant and accompanying preferred investment option"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

preferred investment options financial

"preferred investment options to purchase up to 12,500,000 ordinary shares"

Preferred investment options are choices that typically offer a safer and more stable way to grow or protect your money, often providing consistent returns or income. They matter to investors because they can help balance risk and reward, serving as a reliable foundation in an investment portfolio—similar to choosing a well-established route over a risky shortcut.

cash runway financial

"Extends cash runway into first half of 2028, beyond planned completion"

Cash runway is the amount of time a company can continue operating using its available cash before needing additional funding or generating enough revenue. It’s like a countdown showing how long a business can keep running with its current funds. Knowing the cash runway helps investors assess the company's financial health and whether it has enough resources to reach its goals or needs to find more support soon.

post-acute sequelae of COVID-19 ("PASC") medical

"US based regulatory study in post-acute sequelae of COVID-19 ("PASC", or long COVID)"

Post-acute sequelae of COVID-19 (PASC), also known as long COVID, describes a range of ongoing health problems that continue for weeks or months after the initial COVID-19 infection has cleared. These lingering symptoms can affect people's daily lives and work ability, potentially impacting workforce productivity and healthcare costs. For investors, understanding PASC is important because it influences healthcare demand and economic recovery in the aftermath of the pandemic.

registration statement regulatory

"file an initial registration statement (the "Initial Registration Statement") with the U.S. SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

• Extends cash runway into first half of 2028, beyond planned completion of ViraxImmune™ US based regulatory study in post-acute sequelae of COVID-19 ("PASC", or long COVID) and submission to the FDA, completion of UK based regulatory study in post-acute infection syndrome (PAIS) and submission to MHRA along with expansion of our immune-profiling platform and partnerships.

LONDON, Dec. 4, 2025 /PRNewswire/ -- Virax Biolabs Group Limited ("Virax" or the "Company") (Nasdaq: VRAX), an innovative biotechnology company dedicated to the advancement of immunology research and diagnostics, announced today the closing of its previously announced private placement of its securities for total gross proceeds of $5 million, before deducting placement agent fees and other offering expenses.

Virax sold and issued 12,500,000 of its ordinary shares (or ordinary share equivalents) and preferred investment options to purchase up to 12,500,000 ordinary shares for a combined purchase price of $0.3999 per pre-funded warrant and accompanying preferred investment option. The pre-funded warrants have an exercise price of $0.0001 per share, may be exercised commencing on the issuance date and do not expire. The preferred investment options have an exercise price of $0.40 per ordinary share and are exercisable immediately upon issuance for a period of five years from the effective date of the Initial Registration Statement (as defined below).

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

Virax intends to use the net proceeds from the offering for general working capital needs, expecting to extend the Company's cash runway into the first half of 2028, which is beyond planned completion of the US based post-acute sequelae of COVID-19 ("PASC", or long COVID) study for submission to the FDA, as well as completion of the UK studies in post-acute infection syndrome (PAIS) for submission to the MHRA.

The offer and sale of the foregoing securities were made in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investor, Virax agreed to file an initial registration statement (the "Initial Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") registering the resale of the ordinary shares issuable upon the exercise of the pre-funded warrants and preferred investment options sold in the private placement and to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the agreement in the event of a "full review" by the SEC.

In addition, effective as of the closing, the Company has agreed to (i) reduce the exercise price of its outstanding Series A Preferred Investment Options and Series B Preferred Investment Options to purchase up to an aggregate of 1,200,000 ordinary shares issued to the investor on March 10, 2023, from $2.934 to $0.40 per share, which is the exercise price of the preferred investment options being issued in this offering and (ii) extended the term of such preferred investment options to the fifth anniversary of the effective date of the Initial Registration Statement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities referred to herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Virax Biolabs Group Limited

Virax Biolabs Group Limited is an innovative biotechnology company focused on the detection of immune responses to and diagnosis of viral diseases. Virax Biolabs Group Limited is developing T cell-based test technologies with the intention of providing an immunology profiling platform. T cell testing can be particularly effective in the diagnosis and therapeutics of post-acute infection syndromes such as Long COVID and other chronic conditions linked to immune dysregulation.

For more information, please visit www.viraxbiolabs.com.

Safe Harbor Statement

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. Such forward-looking statements relate to future events or our future performance, including: the intended use of net proceeds from the private placement; our cash runway; our financial performance and projections; our growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "hopes" or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us, including market and other conditions. These forward-looking statements are based on information currently available to Virax and its current plans or expectations and are subject to a number of known and unknown uncertainties, risks and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These and other important factors are described in detail in the "Risk Factors" section of Virax's Annual Report on Form 20-F for the year ended March 31, 2025. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

View original content to download multimedia:https://www.prnewswire.com/news-releases/virax-biolabs-group-limited-announces-closing-of-5-million-private-placement-302633534.html

SOURCE Virax BioLabs Group Limited

FAQ

What did Virax (VRAX) announce on December 4, 2025?

Virax closed a private placement raising $5.0M by issuing 12.5M ordinary shares/equivalents and preferred investment options at a combined purchase price of $0.3999.

How long will the VRAX private placement proceeds extend the company's cash runway?

The company expects the net proceeds to extend its cash runway into the first half of 2028.

What are the exercise terms of the pre-funded warrants and preferred options in the VRAX deal?

Pre-funded warrants exercisable immediately at $0.0001 with no expiry; preferred investment options exercisable at $0.40 per share for five years from the registration effective date.

Will Virax register the resale of securities sold in the private placement (VRAX)?

Yes; Virax agreed to file an initial registration statement and have it declared effective as promptly as practical and no later than 45 days after the agreement if the SEC conducts a full review.

How did the financing affect previously issued preferred investment options for VRAX?

The company reduced the exercise price of prior Series A and B preferred options from $2.934 to $0.40 and extended their term to the fifth anniversary of the registration effective date.

Who acted as placement agent for Virax's December 2025 private placement?

H.C. Wainwright & Co. acted as the exclusive placement agent.