Virax Biolabs may sell $2.1M in shares via ATM

Virax Biolabs Group Limited (VRAX) updated its at-the-market equity program under its Form F-3 shelf registration, allowing the company to offer and sell up to $2,070,060.20 of ordinary shares from time to time through H.C.

Rhea-AI Filing Summary

Virax Biolabs Group Limited (VRAX) updated its at-the-market equity program under its Form F-3 shelf registration, allowing the company to offer and sell up to $2,070,060.20 of ordinary shares from time to time through H.C. Wainwright & Co. under an existing At The Market Offering Agreement. This new capacity is based on General Instruction I.B.5 of Form F-3 and the company’s current public float. The update excludes approximately $3,658,152 of ordinary shares already sold under prior related prospectus supplements. Virax’s ordinary shares trade on the Nasdaq Capital Market under the symbol VRAX, and the company is relying on emerging growth company and foreign private issuer reporting accommodations.

Filing Explained

The supplement sets up to $2,070,060.20 of potential ATM issuance; no sale is reported here, so dilution depends on later sales.

The September 4 prospectus supplement updates the amount of Virax Biolabs ordinary shares the company may offer and sell from time to time through H.C. Wainwright under its existing sales agreement, setting that amount at up to $2,070,060.20.

This is selling capacity, not a reported issuance: the filing does not state that shares were sold under this update, so any added share count and resulting reduction in existing holders’ percentage ownership would depend on later ATM sales.

The amount is constrained by the company’s public-float calculation: $8,421,181, based on 1,324,085 non-affiliate ordinary shares valued at $6.36, the highest Nasdaq closing price during the prior 60 calendar days. The company also reports $737,000 of securities sold under the same Form F-3 limitation during the prior 12 months, so the current amount is an eligibility ceiling rather than reported proceeds from this filing.

Further sales under the agreement would require another prospectus supplement before those additional sales.

Key Figures

New ATM capacity: $2,070,060.20 aggregate offering price of ordinary shares Prior ATM sales: $3,658,152 aggregate sales price Public float: $8,421,181 +4 more

7 metrics

New ATM capacity $2,070,060.20 aggregate offering price of ordinary shares Ordinary shares that may be sold through H.C. Wainwright under the At The Market Offering Agreement

Prior ATM sales $3,658,152 aggregate sales price Ordinary shares sold under the Original and Second Prospectus Supplements

Public float $8,421,181 Aggregate market value of outstanding ordinary shares held by non-affiliates as of the supplement date

Non-affiliate shares 1,324,085 ordinary shares Ordinary shares held by non-affiliates used to compute public float

Reference price for float $6.36 per share Highest closing price on Nasdaq during the 60 calendar days prior to and including the supplement date, on July 9, 2026

Recent closing price $2.56 per share Closing price of ordinary shares on Nasdaq on September 3, 2026

Sales under I.B.5 in last 12 months $737,000 Aggregate market value of securities sold pursuant to General Instruction I.B.5 in the prior 12 calendar months

Key Terms

At The Market Offering Agreement, General Instruction I.B.5 of Form F-3, public float, emerging growth company, +2 more

6 terms

At The Market Offering Agreement financial

"that may be issued and sold under the At The Market Offering Agreement"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

General Instruction I.B.5 of Form F-3 regulatory

"pursuant to General Instruction I.B.5 of Form F-3"

public float financial

"aggregate market value of our outstanding ordinary shares held by non-affiliates, or the public float"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

emerging growth company regulatory

"We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

foreign private issuer regulatory

"Emerging Growth Company and a Foreign Private Issuer—Emerging Growth Company"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Capital Market market

"Our ordinary shares are listed on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What is Virax Biolabs Group Limited (VRAX) offering in this 424B5 supplement?

Virax Biolabs may offer and sell ordinary shares having an aggregate offering price of up to $2,070,060.20 from time to time through H.C. Wainwright & Co. under an At The Market Offering Agreement, subject to Form F-3 General Instruction I.B.5 limits.

How much has VRAX already sold under its ATM program before this supplement?

Virax Biolabs states that ordinary shares with an aggregate sales price of approximately $3,658,152 have been sold under the Original and Second Prospectus Supplements relating to the At The Market Offering Agreement.

What is VRAX’s current public float supporting this ATM capacity?

Virax Biolabs reports a public float of $8,421,181, calculated using 1,324,085 ordinary shares held by non-affiliates at a price of $6.36 per share, the highest closing price during the 60 calendar days up to and including September 4, 2026.

What has VRAX sold under Form F-3 General Instruction I.B.5 in the last 12 months?

During the 12 calendar months prior to and including the date of the supplement, Virax Biolabs sold securities with an aggregate market value of $737,000 pursuant to General Instruction I.B.5 of Form F-3.

On which market is VRAX listed and what was the recent share price?

Virax Biolabs’ ordinary shares are listed on the Nasdaq Capital Market under the symbol VRAX. On September 3, 2026, the closing price of the ordinary shares on Nasdaq was $2.56 per share.

Is Virax Biolabs (VRAX) an emerging growth company in this filing?

Yes. Virax Biolabs identifies itself as an emerging growth company and a foreign private issuer, using certain reduced reporting requirements, while electing not to use the extended transition period for adopting new or revised accounting standards.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 04:10 PM Accepted by SEC EDGAR 09/04/2026 - 04:10 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)

Registration No. 333-275893

PROSPECTUS SUPPLEMENT

(to Prospectus Supplement dated September 30, 2024, Prospectus Supplement dated January 22, 2024 and Base Prospectus dated December 15, 2023)

Virax Biolabs Group Limited

Up to $2,070,060.20 of Ordinary Shares

This prospectus supplement (this “Supplement”) amends, modifies, supersedes and supplements certain information contained in our 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” and, collectively with the Original Prospectus Supplement and the Second Prospectus Supplement, the “Prospectus”) filed as part of our registration statement on Form F-3 (File No. 333-275893) (the “Registration Statement”), relating to the offering, issuance and sale by us of our ordinary shares, par value $0.025 per share and any other class of securities into which such securities may hereafter be reclassified or changed, from time to time that may be issued and sold under the At The Market Offering Agreement (the “Sales Agreement”), dated January 22, 2024, by and between us and H.C. Wainwright & Co., LLC (“Wainwright”). This Supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This Supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto.

We are filing this Supplement to amend the Prospectus to update the maximum amount of our ordinary shares we are eligible to sell under the Registration Statement pursuant to General Instruction I.B.5 of Form F-3. As a result of these limitations and the current public float of our ordinary shares calculated as set forth below, and in accordance with the terms of the Sales Agreement, we may offer and sell our ordinary shares having an aggregate offering price of up to $2,070,060.20 from time to time through Wainwright, which does not include the ordinary shares having an aggregate sales price of approximately $3,658,152 that were sold pursuant to the Original Prospectus Supplement and the Second Prospectus Supplement to date. In the event that we may sell additional amounts under the Sales Agreement and in accordance with General Instruction I.B.5 of Form F-3, we will file another prospectus supplement prior to making such additional sales.

Our ordinary shares are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VRAX”. On September 3, 2026, the closing price of the ordinary shares on Nasdaq was $2.56 per ordinary share.

As of the date of this Supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or the public float, as calculated pursuant to the rules of the U.S. Securities and Exchange Commission, was $8,421,181, which was calculated based on 1,324,085 ordinary shares outstanding held

by non-affiliates on the date hereof and at a price of $6.36 per share, the highest closing price of our ordinary shares on Nasdaq during the 60 calendar days prior to and including the date of this Supplement, which occurred on July 9, 2026. During the 12 calendar months prior to and including the date of this Supplement, we have sold securities with an aggregate market value of $737,000 pursuant to General Instruction I.B.5 of Form F-3.

We are an “emerging growth company” as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for the Prospectus and this Supplement and future filings. However, we have elected not to take advantage of the extended transition period allowed for emerging growth companies for complying with new or revised accounting guidance as allowed by Section 107 of the JOBS Act and Section 7(a)(2)(B) of the Securities Act. See “Prospectus Supplement Summary—Implications of being an Emerging Growth Company and a Foreign Private Issuer—Emerging Growth Company” on page S-4 of the Original Prospectus Supplement.

An investment in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page S-10 of the Original Prospectus Supplement, Page 38 of the Base Prospectus, and the risks discussed under similar headings in documents incorporated by reference into the Prospectus and this Supplement, as they may be amended, updated or modified periodically in our reports filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is September 4, 2026.