Virax Biolabs (VRAX) investors approve reverse split range and new charter

Rhea-AI Filing Summary

Virax Biolabs Group Limited reported results of its Extraordinary General/Annual Meeting held in June 2026 after an initial attempt lacked a quorum. Only 3.6% of the 19,923,432 ordinary shares entitled to vote were present at the initial meeting, below the one‑third quorum requirement, so the meeting was adjourned.

At the reconvened meeting on June 12, shareholders present or by proxy representing 3.65% of outstanding voting shares formed a quorum under the Articles’ adjourned‑meeting rule. Shareholders approved a share consolidation of ordinary shares on a range of one new share for every 10 to 30 existing shares, with par value per share increasing to $0.01–$0.30 accordingly.

They also approved a fourth amended and restated memorandum and articles of association to reflect the revised authorized share capital, effective from the consolidation date. The share consolidation resolution received 517,694 votes for, 202,763 against and 5,951 abstentions. The new governing documents resolution received 513,758 votes for, 175,512 against and 37,138 abstentions.

Insights

Capital structure & governance analyst

Virax shareholders approved a flexible reverse split and aligned governance documents.

Virax Biolabs obtained shareholder approval for a share consolidation at a flexible ratio between 1‑for‑10 and 1‑for‑30, with corresponding par value changes to $0.01–$0.30. This gives the board latitude to implement a consolidation tailored to future needs while remaining within the approved range.

The company also secured approval of a fourth amended and restated memorandum and articles of association to update authorized share capital terms tied to the consolidation’s effective date. Actual impact on trading dynamics and capital structure will depend on the specific consolidation ratio and timing selected by the board.

Key Figures

Shares entitled to vote: 19,923,432 shares Initial meeting participation: 3.6% of shares Adjourned meeting participation: 3.65% of shares +5 more

8 metrics

Shares entitled to vote 19,923,432 shares Ordinary shares on record date May 18, 2026

Initial meeting participation 3.6% of shares Percentage of outstanding voting shares present

Adjourned meeting participation 3.65% of shares Percentage of outstanding voting shares present

Quorum requirement One-third of outstanding shares Standard quorum under Articles of Association

Share consolidation range 1-for-10 to 1-for-30 Approved reverse split ratio range for ordinary shares

Post-consolidation par value $0.01–$0.30 per share Par value range after consolidation vs. $0.001 before

Votes for consolidation 517,694 for; 202,763 against; 5,951 abstain Share consolidation resolution outcome

Votes for new charter 513,758 for; 175,512 against; 37,138 abstain Fourth amended memorandum and articles approval

Key Terms

Extraordinary General Meeting, quorum, share consolidation, par value, +1 more

5 terms

Extraordinary General Meeting regulatory

"On June 5, 2026, Virax Biolabs Group Limited convened the Extraordinary General Meeting of Shareholders"

quorum regulatory

"no business shall be transacted at any meeting of shareholders unless a quorum is present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

share consolidation financial

"Shareholders approved a share consolidation of the Company’s ordinary shares"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

par value financial

"par value $0.001 each (the “Ordinary Shares”) on the basis of one (1) share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

memorandum and articles of association regulatory

"approved the form of the fourth amended and restated memorandum and articles of association of the Company"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

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 June 2026

Commission File Number: 001-41440

Virax Biolabs Group Limited

(Registrant’s Name)

BioCity Glasgow

Bo'Ness Road Newhouse

Lanarkshire, ML1 SUH

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

Submission of Matters to a Vote of Security Holders.

On June 5, 2026, Virax Biolabs Group Limited (the “Company”) convened the Extraordinary General Meeting of Shareholders (the “Initial Meeting”) commencing at 2:00 PM GMT at BioCity Glasgow, Bo’Ness Road, Newhouse, Lanarkshire, ML1 5UH. On May 18, 2026, the record date for the Annual Meeting, there were 19,923,432 ordinary shares of the Company entitled to be voted at the Annual Meeting, 3.6% of which were present at the Initial Meeting in person or by proxy.

The Company's Articles of Association state that no business shall be transacted at any meeting of shareholders unless a quorum is present; a quorum is one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such meeting present in person or by proxy. As such, at the date and time scheduled for the Initial Meeting, there was not a quorum present, nor did a quorum become present within 15 minutes of the scheduled meeting time. In accordance with the Company's Articles of Association, if a quorum is not present within fifteen minutes of the time appointed for the meeting, then the meeting shall stand adjourned to the same time and place seven days from then, or to such other time or place as is determined by the Directors. As a quorum was not so present, the Annual Meeting was adjourned to 2:00 PM GMT on June 12, 2026, at the same location.

On June 12, 2026, at 2:00 PM GMT the Company reconvened the Company’s Extraordinary Annual Meeting of Shareholders (the “Adjourned Meeting”) at BioCity Glasgow, Bo’Ness Road, Newhouse, Lanarkshire, ML1 5UH. At the start of the Adjourned Meeting, there were present in person or by proxy shareholders holding shares that represent 3.65% the outstanding shares carrying the right to vote at such meeting. The Company's Articles of Association provide that if a quorum is not present within fifteen minutes of the time appointed for such an adjourned meeting, then the shareholders present in person or by proxy shall constitute a quorum. At the end of such fifteen minutes, a quorum of one-third was not present, and thereafter the shareholders present in person or by proxy constituted a quorum for the Adjourned Meeting.

Three items of business were acted upon by the Company’s shareholders at the Adjourned Annual Meeting, each of which was approved by the shareholders.

1. Shareholders approved a share consolidation of the Company’s ordinary shares, par value $0.001 each (the “Ordinary Shares”) on the basis of one (1) share for every ten to fifteen (10) to (30) Ordinary Shares, so that every ten to fifteen (10) to (30) outstanding Ordinary Shares before the share consolidation shall be consolidated into one (1) ordinary share, par value $0.01 to $0.30 each, after the share consolidation (the “Share Consolidation”). The voting results were as follows:

For		Against		Abstain
517,694		202,763		5,951

2. Shareholders approved the form of the fourth amended and restated memorandum and articles of association of the Company in the form attached as Exhibit 99.3 filed as part of the Form 6-K report filed on May 22, 2026 containing the Notice of Meeting and Proxy Statement in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company to reflect the revised authorized share capital, with effect from the effective date of the Share Consolidation. The voting results were as follows:

For		Against		Abstain
513,758		175,512		37,138

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:	June 12, 2026	By:	/s/ James Foster
			James Foster, Chief Executive Officer

FAQ

What did Virax Biolabs (VRAX) shareholders approve at the June 2026 meeting?

Shareholders approved a share consolidation and updated governing documents. They authorized a reverse split between 1-for-10 and 1-for-30 with higher par value, and adopted a fourth amended and restated memorandum and articles of association reflecting the revised authorized share capital.

What share consolidation range did Virax Biolabs (VRAX) approve?

Virax shareholders approved consolidating ordinary shares on a range of one new share for every 10 to 30 existing shares. After the consolidation, each ordinary share’s par value will increase from $0.001 to between $0.01 and $0.30, matching the implemented ratio.

How many Virax Biolabs (VRAX) shares were entitled to vote at the meeting?

On the May 18, 2026 record date, 19,923,432 ordinary shares were entitled to vote. Only about 3.6% of those shares were represented at the initial meeting, which was below the one-third quorum requirement, leading to an adjournment and reconvened session.

What were the voting results for Virax Biolabs’ share consolidation resolution?

The share consolidation resolution received 517,694 votes for, 202,763 votes against and 5,951 abstentions. These results show a clear majority of participating shareholders supported granting the company flexibility to implement a reverse split within the approved 1-for-10 to 1-for-30 range.

What changes to Virax Biolabs’ memorandum and articles were approved?

Shareholders approved a fourth amended and restated memorandum and articles of association. This new version, effective from the share consolidation date, replaces the existing charter documents and updates them to reflect the revised authorized share capital following the reverse split approval.

How was quorum achieved at Virax Biolabs’ adjourned shareholder meeting?

At the adjourned meeting on June 12, 2026, shareholders present or by proxy represented 3.65% of voting shares. Under Virax’s Articles, if a one-third quorum is still absent after 15 minutes at an adjourned meeting, those present constitute a valid quorum.