Virax Biolabs Group Limited Announces $5 Million Private Placement

Rhea-AI Summary

Virax Biolabs Group (Nasdaq: VRAX) announced a private placement to raise gross proceeds of approximately $5.0 million through the sale of 12,500,000 ordinary shares (or equivalents) and associated preferred investment options at $0.40 per share. The preferred investment options are exercisable immediately for five years from the effective date of an Initial Registration Statement. Closing is expected on or about December 4, 2025, subject to customary conditions. H.C. Wainwright is the exclusive placement agent. The company said net proceeds will be used for working capital and general corporate purposes. Virax agreed to file and seek effectiveness of a resale registration statement for the issued securities within specified timing and to repricing/extend prior Series A and B preferred options to the same terms.

Positive

• $5.0M gross proceeds expected from the private placement
• Placement agent engagement with H.C. Wainwright
• Company committed to file registration statement to enable resale within 45 days in a full SEC review scenario

Negative

• Issuance of 12.5M ordinary shares at $0.40 creates immediate dilution
• Preferred investment options to purchase up to 12.5M additional shares increase potential dilution
• Repricing and 5-year extension of prior Series A/B options increases long-term share overhang

News Market Reaction

+75.11% 3938.7x vol

50 alerts

+75.11% News Effect

+119.8% Peak in 29 min

+$1M Valuation Impact

$3M Market Cap

3938.7x Rel. Volume

On the day this news was published, VRAX gained 75.11%, reflecting a significant positive market reaction. Argus tracked a peak move of +119.8% during that session. Our momentum scanner triggered 50 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $1M to the company's valuation, bringing the market cap to $3M at that time. Trading volume was exceptionally heavy at 3938.7x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 12,500,000 ordinary shares Investment options: 12,500,000 preferred investment options Purchase price: $0.40 per ordinary share +5 more

8 metrics

Shares offered 12,500,000 ordinary shares Private placement deal size

Investment options 12,500,000 preferred investment options Options issued alongside shares

Purchase price $0.40 per ordinary share Private placement pricing

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

Gross proceeds $5 million Expected gross proceeds from private placement

Registration effectiveness window 45 days Deadline after agreement date under full SEC review

Option term Five years Exercise period from Initial Registration Statement effective date

Prior option extension Five-year anniversary New expiry for prior Series A and B options

Market Reality Check

Price: $0.2633 Vol: Volume 394,667 vs 20-day ...

low vol

$0.2633 Last Close

Volume Volume 394,667 vs 20-day average 15,358,553 indicates muted trading relative to recent activity. low

Technical Price 0.4434 is trading below 200-day MA at 0.85, reflecting a longer-term downtrend.

Peers on Argus

Peers show mixed moves with both gains and losses; GTBP -7.14%, LIPO -6.36%, PBM...

1 Up 1 Down

Peers show mixed moves with both gains and losses; GTBP -7.14%, LIPO -6.36%, PBM +5.44%, while momentum names REVB -5.05% and SPRC +6.81% moved without related news.

Historical Context

5 past events · Latest: Dec 04 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Private placement closing	Negative	-7.1%	Closing of $5M private placement with warrant repricing and extended terms.
Dec 03	Private placement announce	Negative	+75.1%	Announcement of $5M private placement at $0.40 per share with options.
Dec 03	CEO annual letter	Positive	+75.1%	Shareholder letter outlining clinical progress, cash position, and 2026 priorities.
Nov 03	Clinical progress update	Positive	-3.6%	Completion of UK recruitment and constructive FDA feedback for ViraxImmune study.
Aug 26	Emory partnership	Positive	-18.2%	Research agreement with Emory for ViraxImmune clinical studies and FDA pathway prep.

Pattern Detected

Recent Virax news has produced sharp but inconsistent reactions, including large swings around financing and corporate updates, with some positive announcements followed by negative price moves.

Recent Company History

Over the last several months, Virax issued multiple updates on financing and its ViraxImmune™ clinical program. A $5M private placement announcement on Dec 3, 2025 coincided with a strong +75.11% move, but the closing release on Dec 4, 2025 saw a -7.06% reaction. Operational updates on UK recruitment, FDA feedback, and an Emory partnership drove sizable but mixed moves, underscoring volatile sentiment around both funding and clinical milestones.

Market Pulse Summary

The stock surged +75.1% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +75.1% in the session following this news. A strong positive reaction aligns with past spikes around Virax financings, such as the +75.11% move on the prior $5M placement announcement. However, follow-up news on the same financing later saw a -7.06% move, highlighting reversal risk once dilution terms are fully absorbed. Investors have historically reacted sharply, both positively and negatively, to funding and clinical updates.

Key Terms

private placement, preferred investment options, exercise price, registration statement

4 terms

private placement financial

"at a purchase price of $0.40 per ordinary share ... in a private placement"

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.

preferred investment options financial

"ordinary share equivalents) and preferred investment options to purchase up to"

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.

exercise price financial

"The preferred investment options have an exercise price of $0.40 per ordinary"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement regulatory

"file an initial registration statement (the "Initial Registration Statement")"

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.

LONDON, Dec. 3, 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 that it has entered into definitive agreements for the purchase and sale of 12,500,000 ordinary shares (or ordinary share equivalents) and preferred investment options to purchase up to an aggregate of 12,500,000 ordinary shares at a purchase price of $0.40 per ordinary share and associated preferred investment option in a private placement .

The preferred investment options have an exercise price of $0.40 per ordinary share and will be 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. is acting as the exclusive placement agent for the offering.

The gross proceeds from the private placement are expected to be $5 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the private placement for working capital and other general corporate purposes. The private placement is expected to close on or about December 4, 2025, subject to the satisfaction of customary closing conditions.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (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 investors, Virax agreed to file an initial registration statement (the "Initial Registration Statement") with the SEC covering the resale of the ordinary shares to be issued to the investors (including the ordinary shares issuable upon the exercise of the any ordinary share equivalents and preferred investment options) and 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.

Effective as of the closing, the Company has agreed to (i) reduce the exercise price of those certain Series A Preferred Investment Options and Series B Preferred Investment Options issued to the investor on March 10, 2023 to the exercise price of the preferred investment options being issued in this offering and (ii) extend the term of such prior preferred investment options to expire at 5:00 p.m. (New York City time) on the five year anniversary of the effective date of the Initial Registration Statement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 completion of the private placement; the satisfaction of customary closing conditions related to the private placement and the intended use of net proceeds from the private placement; 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.

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SOURCE Virax BioLabs Group Limited

FAQ

What is the size and price of the Virax (VRAX) private placement announced December 3, 2025?

Virax expects gross proceeds of $5.0 million from sale of 12,500,000 ordinary shares (or equivalents) and preferred options at $0.40 per share.

When will the Virax (VRAX) private placement close and who is the placement agent?

The private placement is expected to close on or about December 4, 2025, and H.C. Wainwright is the exclusive placement agent.

How will the Virax (VRAX) offering affect shareholder dilution?

The offering issues 12.5M shares and grants options to buy up to 12.5M more, creating potential dilution from both issued shares and exercisable options.

What are the exercise terms for the preferred investment options in the Virax (VRAX) financing?

The preferred investment options have an exercise price of $0.40 per share and are exercisable immediately for a period of five years from the Initial Registration Statement effective date.

What will Virax (VRAX) use the proceeds from the December 2025 private placement for?

The company intends to use net proceeds for working capital and other general corporate purposes.