Virax Biolabs lifts ATM share sale cap to $2.1M

Virax Biolabs (VRAX) expands its existing at-the-market equity program capacity, allowing additional Ordinary Share issuances under its Form F-3 shelf.

Rhea-AI Filing Summary

Virax Biolabs Group Ltd (VRAX) has amended its existing at-the-market equity program with H.C. Wainwright & Co., LLC by filing a new sticker prospectus supplement. The amendment increases the maximum aggregate offering amount of Ordinary Shares that may be sold through the Sales Agent under the program to $2,070,060.20. This amount is in addition to $3,658,152 of Ordinary Shares previously sold under the same Sales Agreement. The updated prospectus supplements and Base Prospectus form part of Virax’s effective Registration Statement on Form F-3, and a legal opinion from Ogier regarding the validity of the Ordinary Shares is included as an exhibit.

Filing Explained

The filing expands future equity-selling capacity, but records no sale under the added ceiling.

The added ceiling is capacity under Virax’s ATM agreement, not a completed sale: the filing does not report shares sold under the increased amount.

An ATM program allows the company to sell new shares gradually through a sales agent at prevailing prices; if such sales occur, total shares would rise and existing holders’ percentage ownership would fall absent offsetting changes.

The material unresolved point is how much of the $2,070,060.20 ceiling, if any, will later be sold; this filing supplies no such amount.

Key Figures

Increased ATM capacity: $2,070,060.20 aggregate offering amount of Ordinary Shares Prior ATM sales: $3,658,152 of Ordinary Shares Registration Statement file number: 333-275893

3 metrics

Increased ATM capacity $2,070,060.20 aggregate offering amount of Ordinary Shares Maximum aggregate amount that may now be offered and sold through the Sales Agent under the Sales Agreement

Prior ATM sales $3,658,152 of Ordinary Shares Aggregate amount of Ordinary Shares previously sold under the At The Market Offering Agreement

Registration Statement file number 333-275893 Form F-3 Registration Statement under which the ATM offering and related prospectus supplements are filed

Key Terms

At The Market Offering Agreement, prospectus supplement, Registration Statement on Form F-3, Base Prospectus, +1 more

5 terms

At The Market Offering Agreement financial

"entered into an At The Market Offering Agreement (the “Sales 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.

prospectus supplement regulatory

"filed with the SEC a prospectus supplement (the “Sticker Prospectus Supplement”)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form F-3 regulatory

"filed as part of the Company’s effective Registration Statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Base Prospectus regulatory

"and the accompanying base prospectus dated December 15, 2023 (the “Base Prospectus”)"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

legal opinion regulatory

"A copy of the opinion of Ogier relating to the legality of the issuance"

Offering Details

ATM

Offering

Offering Type ATM

FAQ

What did Virax Biolabs (VRAX) change in its at-the-market offering program?

Virax Biolabs filed a sticker prospectus supplement to amend its at-the-market offering program, increasing the maximum aggregate amount of Ordinary Shares it may sell through H.C. Wainwright & Co., LLC to $2,070,060.20 under the existing Sales Agreement.

How much has Virax Biolabs (VRAX) already sold under the Sales Agreement?

Virax Biolabs states that the new $2,070,060.20 maximum aggregate offering amount does not include $3,658,152 of Ordinary Shares previously sold by the Company under the At The Market Offering Agreement.

Which registration statement covers Virax Biolabs’ (VRAX) updated ATM program?

The at-the-market offering is conducted under Virax Biolabs’ effective Registration Statement on Form F-3 (File No. 333-275893), together with the Base Prospectus and related prospectus supplements, including the new sticker prospectus supplement filed on September 4, 2026.

Who acts as sales agent for Virax Biolabs’ (VRAX) at-the-market offering?

H.C. Wainwright & Co., LLC is named as the Sales Agent under the At The Market Offering Agreement, through which Virax Biolabs may, from time to time, offer and sell its Ordinary Shares in the market.

What legal opinion is included with Virax Biolabs’ (VRAX) 6-K filing?

Virax Biolabs includes an opinion from Ogier as Exhibit 5.1, addressing the legality of the issuance and sale of the Ordinary Shares under the Registration Statement. A related consent from Ogier is included within that exhibit as Exhibit 23.1.

Does this Virax Biolabs (VRAX) filing itself constitute an offer to sell shares?

No. The company states that this Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy Ordinary Shares in any jurisdiction where such actions would be unlawful before proper registration or qualification.

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

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Available on EDGAR 09/04/2026 - 04:20 PM Accepted by SEC EDGAR 09/04/2026 - 04:20 PM Learn about SEC filing dates

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 September 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 ☐

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

As previously reported, on January 22, 2024, Virax Biolabs Group Limited, a Cayman Islands exempted company (the “Company”), entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its ordinary shares, par value $0.025 per share and any other class of securities into which such securities may hereafter be reclassified or changed (the “Ordinary Shares”).

On September 4, 2026, the Company filed with the Securities and Exchange Commission (“SEC”) a prospectus supplement (the “Sticker Prospectus Supplement”) to amend and supplement the 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”), filed as part of the Company’s effective Registration Statement on Form F-3 (File No. 333-275893) (the “Registration Statement”), to increase the maximum aggregate offering amount of Ordinary Shares that the Company may offer and sell from time to time, through the Sales Agent under the Sales Agreement, to up to $2,070,060.20 (which amount does not include $3,658,152 of Ordinary Shares previously sold by the Company under the Sales Agreement). The Sticker Prospectus Supplement, Original Prospectus Supplement, the Second Prospectus Supplement and Base Prospectus form a part of the Registration Statement.

The description of the Sales Agreement set forth in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 22, 2024, is incorporated herein by reference. The Sales Agreement is incorporated herein by reference to Exhibit 10.1 to such Report.

A copy of the opinion of Ogier relating to the legality of the issuance and sale of the Ordinary Shares is filed herewith as Exhibit 5.1.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the Ordinary Shares, nor shall there be any offer, solicitation or sale of the Ordinary Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

This Report on Form 6-K is hereby incorporated by reference into the Registration Statement and into each prospectus supplement filed pursuant to the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Exhibits

Exhibit No		Description
5.1		Legal Opinion of Ogier
10.1		At The Market Offering Agreement dated January 22, 2024, by and between the Company and the Sales Agent (incorporated by reference to Exhibit 10.1 on the Company’s Report on Form 6-K dated January 22, 2024)
23.1		Consent of Ogier (included in Exhibit 5.1)

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:	September 4, 2026	By:	/s/ James Foster
			James Foster, Chief Executive Officer

Filing Exhibits & Attachments

1 document

Other Documents

• EX-5.1 EX-5.1 93.2 KB