Virax Biolabs (VRAX) seeks share consolidation and 2M-share 2026 incentive plan

Rhea-AI Filing Summary

Virax Biolabs Group Limited has called its 2025 annual general meeting for March 11, 2026, in Glasgow. Shareholders are being asked to ratify Reliant CPA PC as auditor, re-appoint five current directors, approve a share consolidation, adopt updated governing documents, approve a new equity plan, and authorize potential adjournment.

The proposed share consolidation would combine between 10 and 15 existing ordinary shares into 1 share on or before July 11, 2026, with fractional shares rounded up. This is intended to help the company satisfy Nasdaq’s minimum $1.00 bid price requirement after receiving a noncompliance notice in July 2025.

The board is also seeking approval of a new 2026 Equity Incentive Plan and UK Sub-Plan reserving 2,000,000 ordinary shares for awards. Existing 2022–2024 plans cover smaller pools, much of which is already granted. The board unanimously recommends voting “FOR” all six proposals.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and reliance on share consolidation: The company discloses it is not in compliance with Nasdaq’s $1.00 minimum bid price rule and is seeking authority for a 10‑to‑15‑for‑1 share consolidation to help avoid potential delisting.
• Large new equity incentive pool: The proposed 2026 Equity Incentive Plan would reserve 2,000,000 ordinary shares for future awards, substantially increasing the capacity for equity-based compensation compared with the existing 2022–2024 plans.

Insights

Equity capital structure analyst

Virax seeks reverse split authority and a larger equity award pool to address Nasdaq bid-price issues and future incentives.

Virax Biolabs requests shareholder approval for a share consolidation at a 10‑for‑1 to 15‑for‑1 ratio effective on or before July 11, 2026. The stated purpose is to help restore compliance with Nasdaq’s $1.00 minimum bid price after a deficiency notice in July 2025 and an extension through July 11, 2026.

The company also proposes a new 2026 Equity Incentive Plan, reserving 2,000,000 ordinary shares for options and other awards, alongside a UK Sub‑Plan. Prior plans from 2022–2024 together cover significantly fewer shares, much of which is already committed through outstanding options.

Ratification of Reliant CPA PC as auditor, re‑appointment of all five directors, a charter amendment reflecting any consolidation, and an adjournment authority round out the agenda. Actual effects will depend on the specific consolidation ratio the board chooses and how many awards are ultimately granted under the 2026 plan.

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 January 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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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

Notice of Virax Biolabs Group Limited 2025 Annual General Meeting of Shareholders and proxy card.

Exhibits

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

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.

			VIRAX BIOLABS GROUP LIMITED
Date:	January 30, 2026	By:	/s/ James Foster
			James Foster, Chief Executive Officer

Exhibit 99.1

Virax Biolabs Group Limited

(Incorporated under the laws of the Cayman Islands)

Notice of 2025 Annual General Meeting of Shareholders

To Be Held on March 11, 2026, at 2:00 p.m., local time

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting” or “AGM”) of the holders (the "shareholders") of the ordinary shares of par value US$0.001 each (the “Ordinary Shares”) of Virax Biolabs Group Limited (the “Company”) will be held at BioCity Glasgow, Bo’Ness Road, Newhouse, Lanarkshire, ML1 5UH, on March 11, 2026, at 2:00 p.m., local time. Eligible shareholders, directors, as well as duly appointed proxyholders will be able to attend, participate and vote at the Meeting.

The purpose of the Meeting is as follows:

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;

3. RESOLVED as an ordinary resolution that, pursuant to the Company’s current amended and restated memorandum and articles of association (the “Articles”), the consolidation of every issued and outstanding ordinary share, par value $0.001 per share, of the Company (the “Ordinary Shares”), at a ratio within a range of not less than 10-for-1 and not greater than 15-for-1 (the “Share Consolidation”), with the exact ratio to be determined by further action at the discretion of the board of directors of the Company (the “Board”) to be effective on a date on or prior to July 11, 2026 as may be determined by the Board and announced by the Company (the “Effective Date”), so that all shareholders holding every 10 to 15 Ordinary Shares (the “Pre-Consolidation Ordinary Shares”) will hold 1 Ordinary Share of par value ranging from US$0.01 to US$0.15 each (the “Post-Consolidation Ordinary Shares”), with such Post-Consolidation Ordinary Shares having the same rights and being subject to the same restrictions (save for par value) as the Pre-Consolidation Ordinary Shares as set out in the Memorandum and Articles in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation to be rounded up to the nearest whole share be approved. In respect of any and all

fractional entitlements to the issued consolidated shares of the Company resulting from the Share Consolidation, the Board be authorized to settle as it considers expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing: rounding up fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation to the nearest whole share, and/or capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation (the “Share Consolidation Proposal”);

4. 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” and such proposal, the “Charter Amendment Proposal”);

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”).

The foregoing items of business are described in the proxy statement accompanying this notice. The board of directors of the Company (the “Board of Directors”) unanimously recommends that the shareholders vote “FOR” for all the items.

The Board of Directors of the Company has fixed the close of business (New York time) on January 12, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned meeting thereof.

Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Ordinary Shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned meeting thereof.

Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and vote it (i) online at www.proxydocs.com/VRAX, (ii) by phone at 866-519-3939, or (iii) by mail to P.O. BOX 8016, CARY, NC 27512-9903 c/o Mediant Communications.

Holders of record of the Ordinary Shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

Pursuant to Nasdaq’s Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our annual report to shareholders by visiting the “SEC Filings” heading under the “SEC Filings” section of the Company’s website at https://ir.viraxbiolabs.com/. If you want to receive a paper or email copy of the Company’s annual report to shareholders, you must request one. There is no charge to you for requesting

a copy. Please make your request for a copy to the Investor Relations Contact of the Company, at info@viraxbiolabs.com.

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

Annual General Meeting of Shareholders

March 11, 2026

2:00 p.m., local time

PROXY STATEMENT

The board of directors (the “Board of Directors”) of Virax Biolabs Group Limited (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting” or “AGM”) of the Company to be held on March 11, 2026 at 2:00 p.m. local time. The Company will hold the Meeting at BioCity Glasgow, Bo’Ness Road, Newhouse, Lanarkshire, ML1 5UH, which shareholders will be able to attend in person. Shareholders will have an equal opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of their geographic location.

Eligible shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting in person. Beneficial shareholders who hold ordinary shares of US$0.001 par value each of the Company (the “Ordinary Shares”) through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest, but will not be able to participate in or vote at the Meeting.

Only holders of the Ordinary Shares of the Company of record at the close of business (New York time) on January 12, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. Members holding Ordinary Shares that represent not less than one-third (1/3) of the issued and outstanding Ordinary Shares carrying the right to vote at the Meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Each holder of the Company’s Ordinary Shares, on a poll, shall be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.

After carefully reading and considering the information contained in this proxy statement, including the annexes, please vote your shares as soon as possible so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

PROPOSALS TO BE VOTED ON

The purpose of the Meeting is as follows:

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;

3. RESOLVED as an ordinary resolution that, pursuant to the Company’s current amended and restated memorandum and articles of association (the “Articles”), the consolidation of every issued and outstanding ordinary share, par value $0.001 per share, of the Company (the “Ordinary Shares”), at a ratio within a range of not less than 10-for-1 and not greater than 15-for-1 (the “Share Consolidation”), with the exact ratio to be determined by further action at the discretion of the board of directors of the Company (the “Board”) to be effective on a date on or prior to July 11, 2026 as may be determined by the Board and announced by the Company (the “Effective Date”), so that all shareholders holding every 10 to 15 Ordinary Share (the “Pre-Consolidation Ordinary Shares”) will hold 1 Ordinary Share of par value ranging from US$0.01 to US$0.15 each (the “Post-Consolidation Ordinary Shares”), with such Post-Consolidation Ordinary Shares having the same rights and being subject to the same restrictions (save for par value) as the Pre-Consolidation Ordinary Shares as set out in the Memorandum and Articles in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation to be rounded up to the nearest whole share be approved. In respect of any and all fractional entitlements to the issued consolidated shares of the Company resulting from the Share Consolidation, the Board be authorized to settle as it considers expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing: rounding up fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation to the nearest whole share, and/or capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation (the “Share Consolidation Proposal”);

4. 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” and such proposal, the “Charter Amendment Proposal”);

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”).

The Board of Directors recommends a vote “FOR” each of the Proposals No. 1–6.

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

Shareholders entitled to vote at the Meeting may do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and vote it (i) online at www.proxydocs.com/VRAX, (ii) by phone at 866-519-3939, or (iii) by mail to P.O. BOX 8016, CARY, NC 27512-9903 c/o Mediant Communications.

ANNUAL REPORT TO SHAREHOLDERS

Pursuant to Nasdaq’s Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our annual report to shareholders by visiting the “SEC Filings” heading under the “SEC Filings” section of the Company’s website at https://ir.viraxbiolabs.com/. If you want to receive a paper or email copy of the Company’s annual report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations Contact of the Company, at info@viraxbiolabs.com

PROPOSAL NO. 1

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has selected Reliant CPA PC (“Reliant”) as our independent registered public accounting firm for the fiscal year ended March 31, 2026, and has further directed that we submit the selection of the independent registered accounting firm for ratification by our shareholders at the Meeting. Reliant has audited the Company’s financial statements since 2023. Representatives of Reliant will not be presented at the Meeting.

The selection of our independent registered public accounting firm is not required to be submitted for shareholder approval. Nonetheless, the Board is seeking ratification of its selection of Reliant as a matter of further involving our shareholders in our corporate affairs. If our shareholders do not ratify this selection, the Board will reconsider its selection of Reliant and will either continue to retain the firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Board may, in its sole discretion, determine to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the Company's and our shareholders’ best interests.

The Audit Committee reviews and must pre-approve all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by it for such services. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the accounting firm’s independence.

Independent Registered Public Accounting Firm’s Fees

The following table sets forth the aggregate fees billed or expected to be billed for audit and other services provided by Reliant for the fiscal year ended March 31, 2025 and 2024. Reliant has served as our principal accounting firm since 2022.

	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

Audit Fees include primarily professional services rendered for the audits of the consolidated financial statements and internal controls over financial reporting, the review of documents filed with the SEC, consents, and financial accounting and reporting consultations.

Audit-Related Fees include reviews of the interim financial statements contained in the Company’s Form 6-K.

Tax Fees include professional service fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to employee benefit plans, and requests for rulings or technical advice from taxing authorities.

All Other Fees include professional fees associated with the review and consent of SEC filings related to equity issuance for certain officers and former employees.

Pre-Approval Policies and Procedures

Our Audit Committee has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Audit Committee pre-approves all auditing services and the terms of non-audit services provided by our independent registered public accounting firm, but only to the extent that the non-audit services are not prohibited under applicable law and the Audit Committee determines that the non-audit services do not impair the independence of the independent registered public accounting firm. Other fees are subject to pre-approval by the Audit Committee, or, in the period between meetings, by a designated member of the Board or Audit Committee. Any such approval by the designated member is disclosed to the entire Board at the next meeting. All fees that were incurred in fiscal year 2024 were pre-approved by the Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR

THE RATIFICATION OF SELECTION OF RELIANT CPA PC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED MARCH 31, 2026

PROPOSAL NO. 2

RE-APPOINTMENT OF CURRENT DIRECTORS

The Board of Directors currently consists of five members. All five current directors named below will seek re-appointment at the Meeting.

The Company’s corporate governance and nominating committee recommends, and the Board of Directors concurs, that the five current directors be re-appointed.

Each director to be re-appointed will 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, in accordance with the amended and restated articles of association of the Company.

DIRECTORS FOR RE-APPOINTMENT

James Foster is our co-founder and has been serving as our Chief Executive Officer, Principal Accounting Officer, Chief Financial Officer, Chairman of the Board of Directors, and Director. From April 2014 to June 2021, Mr. Foster co-founded and served as a board member of Natural Source Group, a product development and distribution company prior to it merging with our Company. From February 2017 to January 2018, he served as an advisor of Pacific Rim Cobalt Corp. (CSE: BOLT), a publicly traded Electric Vehicle focused natural resource company. From 2014 to 2015, Mr. Foster served as the co-founder of Cryptex Card Inc., the company that introduces the world’s first Bitcoin Debit Card solutions. From 2009 to 2013, he served as a board member, vice president, and co-founder of Emerging Asia Capital, a resource focused mergers & acquisitions boutique firm. From June 2008 to November 2008, he served within equity sales of NEX Group plc (formerly, ICAP plc), a securities company. From 2004 to 2005, he has worked within fixed income with Royal Bank of Canada. He received a Bachelor’s Degree in American Studies & Chinese from Nottingham University and a Master’s Degree in International Business Management (China) from School of Oriental & African Studies in London in 2008 and 2009, respectively.

Nigel McCracken is our Chief Operating Officer and a Director of the Company. Dr. McCracken has been our Chief Operating Officer since September 1, 2023. Prior to joining the Company, from March 2021 to August 2023, Dr. McCracken served as the Chief Scientific Officer of BerGenBio AsA (OTC: BRRGF, LSE: 0RU5 and GR: 7BG), a biopharmaceutical company. From May 2019 to March 2021, Dr. McCracken served as the Chief Operating Officer of NuCana PLC (Nasdaq: NCNA and GR: N04A), a biopharmaceutical company. From September 2014 to April 2019, Dr. McCracken served as the vice president of translational medicine and an executive board member of Debiopharm International SA, a biopharmaceutical company. Dr. McCracken obtained a Master’s degree in Clinical Pharmacology, a Doctor of Philosophy degree in Biochemical Toxicology from Newcastle University, and a Bachelor of Science degree in Biochemistry and Pharmacology from the University of Strathclyde, in 2015, 1991 and 1988, respectively. We believe Dr. McCracken’s extensive experience qualifies him to serve as our Chief Operating Officer.

Iain Miller is our independent Director and has over 30 years of diverse executive-level experience, with a focus on in-vitro diagnostic and precision medicine sectors, including development of AI-powered clinical decision support solutions and companion diagnostic products. Dr. Miller currently serves as a non-executive board director of Pictura Bio, which he joined in 2022. Previously, from 2016 to 2018, Dr. Miller served as a part time CEO and board member for SAW Diagnostics. From 2019 to June 2025, he served as CEO and board member for Presymptom Health. From 2013 to 2019, he served as CEO of Healthcare Strategies Group. Prior to these roles, Dr. Miller served in various roles in other biotechnology focused companies. Dr. Miller obtained an MBA with distinction from Edinburgh Business School, Scotland in 2000, a Ph.D. BioEngeineerinig from the University of Strathclyde, and a B.S, Physics/Engineering Combined Honors from the University of Glasgow. Dr. Miller is a Member of the Association of British Healthcare Industries and British In Vitro Diagnostics Association. We believe Dr. Miller's extensive experience qualifies him to serve as one of our independent directors.

Evan Norton is our independent Director. Since October of 2023, Mr. Norton has been Founder and Managing Partner of SPRIG Equity, a venture capital and growth equity firm focused on medical technology. Since December 2021,

Mr. Norton has also been a managing partner at Ballast Capital LLC, a private equity firm. Since September 2016, Mr. Norton has been an adjunct lecturer at Kellogg School of Management of Northwestern University. From November 2019 to May 2021, Mr. Norton served a general partner of Accelmed Partners II L.P., a private equity firm focused on investments in commercial stage Healthtech companies. From January 2010 to November 2019, Mr. Norton served as a director of venture investments and subsequently as managing director of Abbott Laboratories, with his final position as divisional vice president of venture investments of Abbott Laboratories (NYSE: ABT), a medical devices and health care company which provides pharmaceuticals and health care products and services. From 2007 to 2010, Mr. Norton served as a principal of Onset Ventures, a private equity firm which provides early-stage venture capital in the areas of information technology and medical. From 2006 to 2007, Mr. Norton served as a marketing manager of Lifescan, Inc., a subsidiary of Johnson & Johnson (NYSE: JNJ) which focuses on manufacturing products on the diabetes market, specifically blood glucose monitoring systems. From 2002 to 2003, Mr. Norton served a product manager of Stryker Corporation (NYSE: SYK), a medical technologies corporation. From 1998 to 2000, Mr. Norton served as an investment banking associate of JPMorgan Chase & Co. (NYSE: JPM), an investment bank and financial services holding company. From 1996 to 1998, Mr. Norton served as a management consultant in the consulting department of PricewaterhouseCoopers LLP, a public accounting company. Mr. Norton received a master of business administration’s degree from Northwestern University and a bachelor’s degree in business administration in finance from Texas A&M University in 1996 and 2002, respectively.

Nelson Haight is our independent Director. Mr. Haight is a finance executive with over 30 years of professional experience, Mr. Nelson Haight currently serves as Executive Vice President and Chief Financial Officer of TEAM, Inc., (NYSE: TISI) which he joined in June 2022. Previously from June 2020 to June 2022, he served as Senior Vice President, Chief Financial Officer and Treasurer for Key Energy Services, Inc.. From September 2019 to June 2020, Mr. Haight was the interim Chief Financial Officer for Element Markets, LLC, an environmental commodities firm. From November 2018 to June 2019, Mr. Haight was the interim Chief Financial Officer for Epic Companies, LLC, a family office backed oilfield service company. Between July 2017 and September 2018, Mr. Haight was the Chief Financial Officer of Castleton Resources, LLC, a privately held exploration and production company. From December 2011 to July 2017, Mr. Haight served in various capacities from Vice President to Chief Financial Officer at Midstates Petroleum Company, Inc. Mr. Haight served as a member of the board of directors of Mountain Crest Acquisition Corp (Nasdaq: MCAC) from January 2020 to February 2021, and served as a member of the board of directors of Mountain Crest Acquisition Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. He served as a member of the board of directors of Mountain Crest Acquisition Corp. III (Nasdaq: MCAE) from March 2021 to February 2023 and served as a member of the board of directors of Mountain Crest Acquisition Corp. IV (Nasdaq: MCAF) from March 2021 to March 2024. He has also been serving as a member of the board of directors of Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) since April 2021. Mr. Haight received an MPA and BBA from the University of Texas at Austin in May 1988 and was a Certified Public Accountant.

“IT IS HEREBY RESOLVED, as an ordinary resolution, that:

(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;

(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.”

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR

THE RE-APPOINTMENT OF EACH OF THE CURRENT DIRECTORS NAMED ABOVE

PROPOSAL NO. 3

APPROVAL OF THE CONSOLIDATION OF THE COMPANY’S ORDINARY SHARES

General

The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation of the Company’s Ordinary Shares at a ratio within a range of not less than ten Ordinary Shares for one Ordinary Share and not greater than fifteen Ordinary Shares for one Ordinary Share (the "Share Consolidation"), with the exact ratio to be determined by further action at the discretion of the Board to be effective on a date on or prior to July 11, 2026 as may be determined by the Board and announced by the Company, so that all shareholders holding every ten to fifteen Ordinary Shares (the "Pre-Consolidation Ordinary Shares")will hold one Ordinary Share of par value ranging from US$0.10 to US$0.15 each (the "Post-Consolidation Ordinary Shares"), with such Post-Consolidation Ordinary Shares having the same rights and being subject to the same restrictions (save for par value) as the Pre-Consolidation Ordinary Shares as set out in the Company's existing memorandum and articles of association in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation to be rounded up to the nearest whole share be approved.

The Share Consolidation must be passed by ordinary resolution which requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote at the Meeting either present in person or represented by proxy at the Meeting. If our shareholders approve this proposal, our Board of Directors will have the authority to effect the Share Consolidation on or before the Effective Date, by instructing the Company's registered office in the Cayman Islands to file the special resolutions of the shareholders and the resolutions of the board of directors with the Registrar of Companies of the Cayman Islands.

The Share Consolidation will be implemented simultaneously for all Ordinary Shares. The Share Consolidation will affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).

Purpose of the Share Consolidation

The Company’s Ordinary Shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “VRAX.” Among other requirements, the listing maintenance standards established by Nasdaq require the Ordinary Shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if the closing bid price of the Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Ordinary Shares.

On July 14, 2025, the Company received a written notification from the Nasdaq Stock Market LLC notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and the Company was provided 180 calendar days, or until January 12, 2026 to regain compliance. Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until July 11, 2026, to regain compliance. If at any time during this additional time period the closing bid price of the Company’s security is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance.

To regain compliance with the Minimum Bid Price Rule by July 11, 2026, the Board of Directors determined that it was in the best interest of the Company to solicit the approval of the shareholders to effect a consolidation of the Company’s Ordinary Shares. The Board of Directors believes that without receiving the shareholders’ approval and without the closing price of the Ordinary Shares otherwise meeting the $1.00 minimum closing bid price requirement, the Company’s Ordinary Shares will be delisted from Nasdaq.

In the event the Ordinary Shares were no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board or in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Ordinary Shares would likely have a negative impact on the liquidity and market price of the Ordinary Shares and may increase the spread between the “bid” and “ask” prices quoted by market makers.

The Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Ordinary Shares, and (ii) the liquidity and marketability of the Ordinary Shares. This could reduce the ability of holders of the Ordinary Shares to purchase or sell Ordinary Shares as quickly and as inexpensively as they have done historically. Delisting could also adversely affect the Company’s relationships with customers who may perceive the Company’s business less favorably, which would have a detrimental effect on the Company’s relationships with these entities.

Furthermore, if the Ordinary Shares were no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Ordinary Shares, which may cause the market price of the Ordinary Shares to decline.

Trading of our Ordinary Shares

When the Share Consolidation is implemented, our Ordinary Shares will begin trading on a post-split basis on the effective date that we announce by press release. In connection with the Share Consolidation, the CUSIP number of our Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Ordinary Shares) will change.

Fractional Shares

No fractional Ordinary Shares will be issued to any shareholders in connection with the Share Consolidation. In the event that a shareholder would otherwise be entitled to receive fractional Ordinary Shares upon the Share Consolidation, the total number of Ordinary Shares to be received by such shareholder be rounded up to the next whole Ordinary Shares

Street Name Holders of Ordinary Shares

The Company intends for the Share Consolidation to treat shareholders holding Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Ordinary Shares in street name should contact their nominees.

Share Certificates

Mandatory surrender of certificates by our shareholders is not required. The Company’s transfer agent will adjust the record books of the Company to reflect the Share Consolidation (if and to the extent the Share Consolidation is effected). New certificates will not be mailed to shareholders.

Resolutions

The Board of Directors proposes to solicit shareholder approval to effect the Share Consolidation. The resolutions to be put to the shareholders to consider and to vote upon at the Meeting in relation to the Share Consolidation are:

RESOLVED as an ordinary resolution that, pursuant to the Company’s current amended and restated memorandum and articles of association (the “Articles”), the consolidation of every issued and outstanding ordinary share, par value $0.001 per share, of the Company (the “Ordinary Shares”), at a ratio within a range of not less than 10-for-1 and not greater than 15-for-1 (the “Share Consolidation”), with the exact ratio to be determined by further action at the discretion of the board of directors of the Company (the “Board”) to be effective on a date on or prior to July 11, 2026

as may be determined by the Board and announced by the Company (the “Effective Date”), so that all shareholders holding every 10 to 15 Ordinary Share (the “Pre-Consolidation Ordinary Shares”) will hold 1 Ordinary Share of par value ranging from US$0.01 to US$0.15 each (the “Post-Consolidation Ordinary Shares”), with such Post-Consolidation Ordinary Shares having the same rights and being subject to the same restrictions (save for par value) as the Pre-Consolidation Ordinary Shares as set out in the Memorandum and Articles in effect at the time of Effective Date, and any fractional shares created as a result of the Share Consolidation to be rounded up to the nearest whole share be approved. In respect of any and all fractional entitlements to the issued consolidated shares of the Company resulting from the Share Consolidation, the Board be authorized to settle as it considers expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing: rounding up fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation to the nearest whole share, and/or capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued shares to be issued to the shareholders of the Company to round up any fractions of shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation.

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

APPROVAL OF

THE SHARE CONSOLIDATION

PROPOSED NO. 4

THE CHARTER AMENDMENT PROPOSAL

On January 28, 2026, the Board of the Company approved, and directed that there be submitted to the shareholders of the Company for approval, the adoption of the fourth amended and restated memorandum and articles of association of the Company in the form attached as Exhibit 99.4 filed as part of the Form 6-K 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 with effect from the effective date of the Share Consolidation as determined by the Board of Directors, but in any event on or before July 11, 2026, which reflects the Share Consolidation (if and to the extent the Share Consolidation is effected).

The fourth amended and restated memorandum and articles of association of the Company reflecting the changes pursuant to the Share Consolidation (if and to the extent the Share Consolidation is effected) will be substantially in the same form of Exhibit 99.4 filed as part of the Form 6-K report containing the Proxy Statement.

Resolutions

The Board of Directors proposes to solicit shareholder approval to effect Charter Amendment. The resolution be put to the shareholders to consider and to vote upon at the Meeting in relation to the Charter Amendment is:

“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”)

THE BOARD OF DIRECTORS RECOMMEND

A VOTE FOR

APPROVAL OF

THE CHARTER AMENDMENT PROPOSAL

PROPOSAL NO. 5

APPROVAL OF EQUITY INCENTIVE PLAN PROPOSAL

The Compensation Committee of the Board has recommended that the Company should establish and maintain a new equity incentive plan pursuant to which the Company may offer selected officers, directors, employees of and consultants to the Company and its subsidiaries the opportunity to acquire or increase equity ownership in the Company.

On January 28, 2026, the Board adopted, subject to shareholders’ approval, the Virax Biolabs Group Limited 2026 Equity Incentive Plan (the “2026 Plan”) and the related United Kingdom Sub-Plan (“Sub-Plan”). The Plan and the Sub-Plan are designed to enable the flexibility to grant equity awards to our key management employees, directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. A copy of the form of the proposed 2026 Plan and the Sub-Plan is attached as Exhibit 99.3 filed as part of the Form 6-K report containing the proxy statement (which is subject to such reasonable amendments as determined by the Board) and is incorporated herein by reference.

Our Board had previously adopted and our shareholders approved a 2022 Equity Incentive Plan to grant equity awards for up to 131,942 of our ordinary shares and a 2023 Equity Incentive Plan to grant equity awards for up to 250,000 of our ordinary shares and a 2024 Equity Incentive Plan to grant equity awards for up to 250,000 of our ordinary shares (and in each case a related United Kingdom sub-plan) to our employees, directors and consultants. As of January 30, 2026, awards consisting of options to purchase ordinary shares issued under the 2022 Equity Incentive Plan total 111,775 ordinary shares, and 20,166 ordinary shares are available for issuance under the 2022 Equity Incentive Plan; and awards consisting of options to purchase ordinary shares issued under the 2023 Equity Incentive Plan total 162,584 ordinary shares, and 87,416 ordinary shares are available for issuance under the 2023 Equity Incentive Plan; and awards consisting of options to purchase ordinary shares issued under the 2024 Equity Incentive Plan total 196,891 ordinary shares, and 53,109 ordinary shares are available for issuance under the 2024 Equity Incentive Plan.

The Board determined to set the number of ordinary shares to be reserved and available for issuance under the 2026 Plan at 2,000,000 because it believes that this number will be required for future issuances of awards to attract and retain qualified employees, directors and consultants.

Summary of Material Features of the 2026 Plan

The material features of the 2026 Plan and Sub-Plan are:

•Subject to any adjustments as necessary pursuant to Article XV, the aggregate number of Shares reserved and available for grant and issuance under the 2026 Plan is 2,000,000;

•The Sub-Plan is not intended to provide rights with respect to options to which the Sub-Plan applies in addition to those rights granted under the 2026 Plan but it is adopted to satisfy the requirements of Schedule 5 of Income Tax (Earnings and Pensions) Act 2003;

•The award of options (including non-qualified options and incentive share options), share appreciation rights, restricted shares, performance share units, performance shares, unrestricted shares, distribution equivalent rights or other share-based awards granted under the 2026 Plan is permitted;

•If any shares subject to an award are withheld or applied as payment in connection with the exercise of an award or the withholding or payment of taxes related thereto, will be treated as available again for grant under the 2026 Plan. Moreover, the number of shares available for issuance under the 2026 Plan may be increased through the Company’s purchase of shares on the open market with the proceeds obtained from the exercise of any options granted under the 2026 Plan.

•Subject to certain exception as per Article XV of the 2026 Plan, share options will not be repriced without shareholders’ approval;

•Except for awards previously granted, the Board may alter, amend, suspend, discontinue or terminate the 2026 Plan in whole or in part without the approval of the Company’s shareholders, except if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or the Board determines to submit such amendments or alterations to shareholders for approval; and

•The term of the 2026 Plan will expire, subject to the right of the Board to amend or terminate the 2026 Plan at any time (pursuant to Article XV of the 2026 Plan), until the earlier of the tenth anniversary of the 2026 Plan’s effective date, or the date all shares subject to the 2026 Plan will have been purchased or acquired and the restrictions on all restricted shares granted under the 2026 Plan will have lapsed.

Based solely on the $0.27 closing price of our ordinary shares as reported by the Nasdaq Capital Market on January 22, 2026 and the maximum number of shares that would have been available for awards as of such date under the 2026 Plan, the maximum aggregate market value of the ordinary shares that could potentially be issued under the 2026 Plan is $540,000, The ordinary shares underlying any awards that are forfeited, canceled or otherwise terminated, other than by exercise, under the 2026 Plan, will be added back to the ordinary shares available for issuance under the 2026 Plan. Shares tendered or held back upon exercise of a share option or settlement of an award under the 2026 Plan to cover the exercise price or tax withholding will be added back to the ordinary shares available for issuance under the 2026 Plan. In addition, ordinary shares repurchased on the open market will be added back to the ordinary shares available for issuance under the 2026 Plan.

Summary of the 2026 Plan

The following description of certain features of the 2026 Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2026 Plan, which is attached hereto as Exhibit 99.3 filed as part of the Form 6-K.

Administration. The 2026 Plan will be administered by the Compensation Committee.

The Committee may delegate any or all of the authority of the Committee with respect to Awards to Grantees other than grantees who are executive officers, non-employee directors, or persons who are subject to Section 16 of the Exchange Act at the time any such delegated authority is exercised.

The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2026 Plan.

Eligibility. Any individual who is an employee (including any officer) of, a non-employee consultant to, or a non-employee director of, the Company or any subsidiary is eligible to participate in the 2026 Plan, subject to the discretion of the administrator. However, with respect to the grant of an incentive share option, an eligible person is any employee (including any officer) of the Company or any subsidiary.

United Kingdom individuals who meet the criteria under the Plan, including that they are employees (including any officer) of, non-employee consultants to, or non-employee directors of, the Company or any subsidiary is eligible to participate in the 2026 Plan may be granted options under the 2026 Plan as described below.

Vesting Schedule. The plan administrator has discretion in making adjustment in the individual vesting schedules and other restrictions applicable to the Awards granted under the 2026 Plan. The vesting period is set forth in each Award agreement.

Exercise price. The 2026 Plan administrator has discretion in determining the price of the Awards, subject to a number of limitations. The 2026 Plan administrator has absolute discretion in making adjustments to the exercise price of Options.

Payment. The 2026 Plan administrator determines the methods by which payments by any recipient of any Awards under the 2025 Plan are made.

Transfer Restrictions. Except as permitted by the 2026 Plan administrator, and subject to all the transfer restrictions under the applicable laws and regulations and restrictions set forth in the applicable award agreement, all Awards are not transferable or assignable.

Term of the Options. Subject to and consistent with the provisions of the 2026 Plan, the Committee, may grant deferred shares and/or restricted share units to a participant, in such amount and upon such terms as the Committee shall determine.

Term of the Options. It will continue in effect for a term of ten (10) years unless terminated earlier.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR

THE 2026 EQUITY INCENTIVE PLAN PROPOSAL

PROPOSAL 6

THE ADJOURNMENT PROPOSAL

The adjournment proposal, if approved, will request the chairman of the Meeting (who has agreed to act accordingly) to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve the foregoing proposals in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman of the Meeting has the power to adjourn the Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Meeting to approve the proposals.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR

THE ADJOURNMENT PROPOSAL

OTHER MATTERS

The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

	By order of the Board of Directors
January 30, 2026	/s/ James Foster
	James Foster
	Chief Executive Officer

FAQ

What is Virax Biolabs (VRAX) asking shareholders to approve at the 2025 AGM?

Virax Biolabs is asking shareholders to ratify its auditor, re-appoint five directors, approve a share consolidation, adopt a fourth amended and restated memorandum and articles of association, approve a 2026 Equity Incentive Plan and UK Sub-Plan, and authorize potential adjournment of the meeting if needed.

What is the purpose and range of Virax Biolabs’ proposed share consolidation?

The board seeks approval to consolidate between 10 and 15 existing ordinary shares into 1 new share on or before July 11, 2026. The stated goal is to help the company regain compliance with Nasdaq’s $1.00 minimum bid price requirement after receiving a bid-price deficiency notice in July 2025.

How is Virax Biolabs addressing its Nasdaq minimum bid price deficiency?

Virax Biolabs received a Nasdaq notice on July 14, 2025 that its shares did not meet the $1.00 minimum bid price. Nasdaq granted an additional 180-day period, through July 11, 2026. The company is seeking shareholder approval for a 10‑for‑1 to 15‑for‑1 share consolidation to help meet this requirement.

What are the key terms of Virax Biolabs’ proposed 2026 Equity Incentive Plan?

The 2026 plan would reserve 2,000,000 ordinary shares for options and other equity awards, alongside a UK Sub-Plan. Awards may include options, share appreciation rights, restricted shares, performance units, and other share-based grants, with a 10-year plan term and repricing of options generally requiring shareholder approval.

How many shares are currently covered by Virax Biolabs’ existing equity plans?

Virax’s 2022 plan covers 131,942 shares, with 111,775 in outstanding options and 20,166 available. The 2023 plan covers 250,000 shares, with 162,584 in options and 87,416 available. The 2024 plan covers 250,000 shares, with 196,891 in options and 53,109 available for future grants.

Who is Virax Biolabs’ independent auditor and what fees were paid recently?

Reliant CPA PC is Virax Biolabs’ independent registered public accounting firm, selected for the fiscal year ending March 31, 2026. For fiscal 2025, Reliant’s total fees were $135,300, up from $88,500 in 2024, including audit, audit-related, and other professional services fees.

When is Virax Biolabs’ 2025 annual general meeting and who can vote?

The 2025 annual general meeting is scheduled for March 11, 2026 at 2:00 p.m. local time in Glasgow. Holders of ordinary shares of $0.001 par value on the January 12, 2026 record date are entitled to attend and vote, in person or by proxy.