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Veraxa Biotech registers 120M-share resale

Veraxa Biotech updates its F-1 resale and warrant issuance registration and names a seasoned finance executive as chief financial officer.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Veraxa Biotech AG (VRXA) filed a prospectus supplement updating its Form F-1 to cover the issuance of up to 19,436,739 Ordinary Shares upon exercise of warrants at US$11.50 per share and the potential resale of up to 6,786,739 Private Warrants and up to 120,295,385 Ordinary Shares by selling securityholders.

The company’s Ordinary Shares trade on the Nasdaq Global Market under “VRXA” at $1.53 and its Warrants on the Nasdaq Capital Market under “VRXAW” at $0.08 as of September 3, 2026. Veraxa will receive cash only if warrants are exercised for cash. Veraxa also highlights its status as an emerging growth company and foreign private issuer, which allows reduced U.S. reporting and different corporate governance practices. Separately, Veraxa appointed Raju Willener as Chief Financial Officer and principal financial and accounting officer, bringing more than three decades of global finance and capital markets experience.

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Filing Explained

Potential warrant exercise could dilute existing holders, but cash proceeds remain conditional and private warrants may be exercised without cash.

This September 4 Form 424B3 supplements the prospectus forming part of Veraxa’s Form F-1 registration statement and describes potential warrant-related share issuance and selling-securityholder resales, rather than reporting a completed exercise or sale.

If warrants are exercised, additional ordinary shares could increase the total share count and reduce existing holders’ percentage ownership.

Veraxa would receive cash only from cash exercises; holders of the private warrants may instead exercise cashlessly, reducing the cash proceeds the company would receive.

On September 3, 2026, ordinary shares closed at $1.53 while the warrant exercise price is $11.50; the filing says holders are unlikely to exercise below that price and gives no assurance that exercise will occur.

Ordinary Shares underlying warrants registered 19,436,739 shares Ordinary Shares issuable upon exercise of Public and Private Warrants
Public Warrants underlying shares 12,650,000 shares Ordinary Shares issuable upon exercise of Public Warrants at US$11.50
Private Warrants underlying shares 6,786,739 shares Ordinary Shares issuable upon exercise of Private Warrants at US$11.50
Ordinary Shares registered for resale 120,295,385 shares Ordinary Shares that may be offered and sold by selling securityholders
Warrant exercise price US$11.50 per share Exercise price for both Public Warrants and Private Warrants
VRXA share price $1.53 per share Closing price of Ordinary Shares on September 3, 2026
VRXAW warrant price $0.08 per warrant Closing price of Warrants on September 3, 2026
Assets under management previously overseen by CFO CHF 30 billion Investment portfolios overseen by Raju Willener at prior institutions
emerging growth company regulatory
"We are an “emerging growth company” as that term is used in the Jumpstart"
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
"We are a foreign private issuer within the meaning of the rules under the"
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.
Private Warrants financial
"6,786,739 Ordinary Shares issuable upon the exercise of the Private Warrants"
A private warrant is a contract sold directly to selected investors that gives the holder the right to buy a company’s stock at a fixed price in the future. Think of it as a coupon for shares that isn’t offered on public markets: it can provide the company with future cash if exercised but can also dilute existing shareholders by increasing the number of outstanding shares, so investors watch exercise price, expiration and transfer restrictions closely.
BiTAC® medical
"pipeline of potential best-in-class therapies led by its BiTAC® platform"
New Approach Methodologies medical
"implemented FDA-aligned New Approach Methodologies across all preclinical"
New approach methodologies are modern ways to evaluate the safety and effects of chemicals, drugs, and products using lab-grown cells, computer models, and fast automated tests instead of traditional animal studies. They matter to investors because these methods can speed up development, lower testing costs, reduce regulatory risk, and create business opportunities for companies that provide or use them—think of replacing slow road tests with a faster, cheaper simulator.
bispecific antibody-drug conjugates medical
"pipeline of conditionally active T cell engagers (BiTAC-TCEs), bispecific antibody-drug conjugates"
A bispecific antibody-drug conjugate is a targeted cancer therapy that combines an antibody engineered to bind two different biological targets with a potent drug payload attached to that antibody. Think of it like a delivery truck with two GPS locks that can home in on two separate addresses and release a toxic package only where both signals are present. Investors watch them because this dual-targeting design can change a drug’s therapeutic reach, safety profile, and commercial potential compared with single-target therapies, affecting development risk and market value.
Offering Type shelf
Use of Proceeds Veraxa will not receive proceeds from sales by selling securityholders; it will receive cash only from any warrants exercised for cash, with cashless exercises of Private Warrants reducing potential cash proceeds.

FAQ

What securities is Veraxa Biotech (VRXA) registering in this 424B3 supplement?
Veraxa is registering the issuance of up to 19,436,739 Ordinary Shares underlying warrants and the potential resale by selling securityholders of up to 6,786,739 Private Warrants and up to 120,295,385 Ordinary Shares, as described in the updated prospectus.

What are the key terms of Veraxa Biotech (VRXA) warrants covered by this filing?
The filing covers warrants exercisable into up to 19,436,739 Ordinary Shares, including 12,650,000 from Public Warrants and 6,786,739 from Private Warrants, each at an exercise price of US$11.50 per share. Private Warrants may be exercised on a cashless basis under the Warrant Agreement.

Will Veraxa Biotech (VRXA) receive cash proceeds from this registered resale?
Veraxa will not receive any proceeds from sales by the selling securityholders. It will only receive cash if holders exercise warrants for cash; any cashless exercises of Private Warrants will reduce potential cash inflows to the company.

How do Veraxa Biotech (VRXA) shares and warrants currently trade?
Veraxa’s Ordinary Shares trade on the Nasdaq Global Market under ticker VRXA and closed at $1.53 on September 3, 2026. Its Warrants trade on the Nasdaq Capital Market under ticker VRXAW and closed at $0.08 that day.

What special regulatory statuses does Veraxa Biotech (VRXA) claim in this filing?
Veraxa states it is an “emerging growth company” and a “foreign private issuer”. This permits reduced U.S. disclosure and allows it to follow home-country corporate governance practices instead of certain Nasdaq standards applicable to U.S. domestic companies.

Who is the new CFO of Veraxa Biotech (VRXA) and what is his background?
Veraxa appointed Raju Willener as Chief Financial Officer, principal financial officer and principal accounting officer. He has over three decades of international finance experience, including senior roles in investment banking, corporate finance and oversight of investment portfolios exceeding CHF 30 billion in assets under management.

How does Veraxa Biotech (VRXA) describe its therapeutic focus and platform?
Veraxa describes itself as a developer of next-generation antibody-based cancer therapeutics, advancing conditionally active BiTAC-TCEs, bispecific antibody-drug conjugates and proprietary BiTAC formats, supported by FDA-aligned New Approach Methodologies across preclinical programs to enable faster clinical advancement and reduced reliance on animal testing.

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

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Filed Pursuant to Rule 424(b)(3)

 Registration No. 333-297908

 

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated August 10, 2026)

 

Veraxa Biotech AG

 

UP TO 19,436,739 ORDINARY SHARES UNDERLYING WARRANTS,
UP TO 6,786,739 PRIVATE WARRANTS AND UP TO 120,295,385 ORDINARY SHARES
OF VERAXA BIOTECH AG

 

This prospectus supplement supplements the prospectus dated August 10, 2026 (the “Prospectus”), which forms a part of our registration statement on Form F-1 (No. 333-297908). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 6-K filed with the Securities and Exchange Commission on September 4, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

 

The Prospectus and this prospectus supplement relate to the issuance by Veraxa Biotech AG of up to 19,436,739 Ordinary Shares, par value CHF 1/113.25, including (i) 12,650,000 Ordinary Shares issuable upon the exercise of the Public Warrants to purchase Ordinary Shares at an exercise price of US$11.50 per share, which were issued on June 10, 2026 (the “Closing Date”), in exchange for the SPAC Public Warrants; and (ii) 6,786,739 Ordinary Shares issuable upon the exercise of the Private Warrants, to purchase Ordinary Shares at an exercise price of US$11.50 per share, which were issued on the Closing Date in exchange for the SPAC Private Warrants. The SPAC Public Warrants were originally underlying the SPAC Units, which were issued to the public in the initial public offering of the SPAC, with each SPAC Unit consisting of one (1) SPAC Class A Ordinary Share and one-half of one (1/2) SPAC Public Warrant, separated at the Closing of the Business Combination. The SPAC Private Warrants were originally underlying the SPAC Units, which were issued to the Sponsor and the underwriters in a private placement simultaneously with the closing of the initial public offering of the SPAC, with each SPAC Unit consisting of one SPAC Class A Ordinary Share and one-half of one redeemable SPAC Private Warrant, separated at the Closing of the Business Combination.

 

The Prospectus and this prospectus supplement also relate to the potential offer and sale from time to time by the selling securityholders named in the Prospectus and this prospectus supplement or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) (collectively, the “Selling Securityholders”) of up to (i) 6,786,739 Private Warrants and (ii) 120,295,385 Ordinary Shares, which consist of:

 

i. 6,100,000 outstanding Ordinary Shares issued upon conversion on a one-for-one basis of SPAC Class B Ordinary Shares;

 

ii. 99,695,385 outstanding Ordinary Shares issued to Company Shareholders that are directors, officers and affiliates of the Company in the Business Combination;

 

iii. 3,500,000 Ordinary Shares issued to Cantor pursuant to the Fee Modification Agreement; and

 

iv. Up to 11,000,000 Ordinary Shares issuable upon exercise of the HTC Note and the High Trail Warrant.

 

Our Ordinary Shares are listed on the Nasdaq Global Market under the symbol “VRXA.” On September 3, 2026, the closing price of our Ordinary Shares was $1.53 per share.

 

Our Warrants are listed on the Nasdaq Capital Market under the symbol “VRXAW.” On September 3, 2026, the closing price of our Warrants was $0.08 per share.

 

 

 

 

We will not receive any proceeds from any sale of the securities by the Selling Securityholders. We will receive proceeds from the exercise of Warrants if the Warrants are exercised for cash. The likelihood that Warrant holders will exercise the Warrants and any cash proceeds that we would receive are dependent upon the market price of the Ordinary Shares, among other things. If the market price for the Ordinary Shares is less than US$11.50 per share, we believe Warrant holders will be unlikely to exercise their Warrants. There is no assurance that the Warrants will be “in the money” prior to their expiration or that the Warrant holders will exercise their Warrants. Holders of the Warrants have the option to exercise the Private Warrants on a cashless basis in accordance with the Warrant Agreement. To the extent that any Warrants are exercised on a cashless basis, the amount of cash we would receive from the exercise of the Warrants will decrease. We will pay the expenses associated with registering the sales by the Selling Securityholders, as described in more details in the section titled “Use of Proceeds” appearing in the Prospectus.

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for the Prospectus, this prospectus supplement and future filings.

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act, as such, we are permitted to follow the corporate governance practices of our home country in lieu of the corporate governance standards of the Nasdaq applicable to U.S. domestic companies. For example, we are not required to have a majority of the Board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to continue to follow our home country’s corporate governance practices as long as we remain a foreign private issuer. As a result, our shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to corporate governance requirements of the Nasdaq. As a foreign private issuer, we are also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of the Prospectus and this prospectus supplement. Any representation to the contrary is a criminal offense.

 

Prospectus dated September 4, 2026

 

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2026

 

Commission File Number: 001-43342

 

 

 

Veraxa Biotech AG

 

 

 

Talacker 35

8001 Zurich, Switzerland

 

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of 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): ☐

 

 

 

 

 

 

Chief Financial Officer Appointment

 

On September 4, 2026, Veraxa Biotech AG (the “Company”) issued a press release announcing the appointment of Raju Willener as Chief Financial Officer (CFO). In his position as CFO, Mr. Willener will act as the Company’s principal financial officer and principal accounting officer.

 

Mr. Willener is an accomplished finance executive with more than three decades of international experience spanning investment banking, corporate finance, asset management and strategic leadership. Throughout his career, he has held senior roles, including Chief Financial Officer, Chief Investment Officer, Country Head and Head of Corporate Finance across the U.S., Europe and Asia. Prior to joining VERAXA, Mr. Willener served as Director of Corporate Development at Exentis Group AG, before being appointed Chief Financial Officer in 2025, where he led M&A initiatives, financial strategy and key corporate functions. Earlier in his career, Mr. Willener held senior executive and investment leadership positions at top-tier global financial institutions and investment firms, with responsibilities spanning corporate finance, capital markets, investor relations and the oversight of investment portfolios exceeding CHF 30 billion in assets under management. Mr. Willener holds an MBA and a Master’s degree in Accounting and Finance and is qualified in Financial Risk Management.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

EXHIBIT INDEX

 

Exhibit   Description of Exhibit
99.1   Press Release dated September 4, 2026

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  VERAXA BIOTECH AG
   
Date: September 4, 2026 By: /s/ Christoph Antz
  Name:  Christoph Antz
  Title: Chief Executive Officer

 

  By: /s/ Oliver Baumann
  Name:  Oliver Baumann
  Title: Chairman of the Board of Directors

 

2

 

 

Exhibit 99.1

 

 

 

Press Release

 

VERAXA Biotech Appoints Raju Willener as Chief Financial Officer

 

Mr. Willener brings more than three decades of global capital markets and corporate finance experience to support advancement of the Company’s pipeline of potential best-in-class therapies led by its BiTAC® platform

 

ZURICH, SWITZERLAND – September 4, 2026 – VERAXA Biotech AG (NASDAQ: VRXA; “VERAXA” or the “Company”), a leading developer of next-generation antibody-based cancer therapies, today announced the appointment of Raju Willener as Chief Financial Officer (CFO), effective immediately. Mr. Willener will report to Christoph Antz, Ph.D., Chief Executive Officer and Co-Founder. Mr. Willener brings more than three decades of financial leadership across global capital markets and every stage of the biopharmaceutical development process.

 

“We are delighted to welcome Raju at an important stage in the Company’s evolution,” said Christoph Antz, Ph.D., CEO and Co-Founder of VERAXA. “His extensive experience in global capital markets, corporate finance, M&A and investment management adds significant financial and strategic depth to our leadership team. As we advance our proprietary BiTAC® technology platform and growing oncology pipeline, Raju’s expertise will be highly valuable in optimizing our capital strategy, evaluating strategic opportunities and supporting disciplined execution and long-term shareholder value creation. At the same time, we would like to extend a special thank you to Carl von Halem for his outstanding and great support as the former CFO of VERAXA.”

 

Mr. Willener is an accomplished finance executive with more than three decades of international experience spanning investment banking, corporate finance, asset management and strategic leadership. Throughout his career, he has held senior roles, including Chief Financial Officer, Chief Investment Officer, Country Head and Head of Corporate Finance across the U.S., Europe and Asia.

 

Prior to joining VERAXA, Mr. Willener served as Director of Corporate Development at Exentis Group AG, before being appointed Chief Financial Officer in 2025, where he led M&A initiatives, financial strategy and key corporate functions.

 

Earlier in his career, Mr. Willener held senior executive and investment leadership positions at top-tier global financial institutions and investment firms, with responsibilities spanning corporate finance, capital markets, investor relations and the oversight of investment portfolios exceeding CHF 30 billion in assets under management.

 

Mr. Willener holds an MBA and a Master’s degree in Accounting and Finance and is qualified in Financial Risk Management.

 

“VERAXA has built a highly differentiated technology platform and a compelling oncology pipeline at an important stage of its development,” said Raju Willener. “I am excited to join the Company and work alongside Christoph and the leadership team to further strengthen VERAXA’s financial and capital markets strategy, support disciplined capital allocation and pursue strategic opportunities that can accelerate development of a differentiated pipeline and create sustainable long-term value for shareholders.”

 

 

VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich

VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg

 

 

 

About VERAXA Biotech AG (NASDAQ: VRXA)

 

VERAXA is building a premier engine for the discovery and development of next-generation antibody-based cancer therapeutics, powered by a suite of transformative technologies and guided by rigorous quality-by-design principles. The Company is rapidly advancing its pipeline of conditionally active T cell engagers (BiTAC-TCEs), bispecific antibody-drug conjugates (bsADCs), and proprietary BiTAC formats into clinical development. Uniquely, VERAXA has implemented FDA-aligned New Approach Methodologies across all preclinical programs, enabling faster clinical advancement while reducing reliance on animal testing. Founded on scientific breakthroughs from the European Molecular Biology Laboratory (EMBL), a world-renowned institution for pioneering life science research, VERAXA combines innovation with responsible research practices.

 

For regular updates about VERAXA Biotech, visit www.veraxa.com or follow us on LinkedIn, X (formerly known as Twitter) and Bluesky.

 

BiTAC® is a registered trademark of VERAXA Biotech GmbH.

 

Forward-looking Statements

 

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address activities, events, or developments that VERAXA Biotech AG (the “Company”) intends, expects, plans, projects, believes, or anticipates will or may occur in the future are forward-looking statements, including the Company’s ability to identify, secure, and maintain key personnel and the ability of its technological platform to produce transformative therapeutics. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert, or change any of them, and could cause actual outcomes and results to differ materially from current expectations. No forward-looking statement can be guaranteed. Forward-looking statements contained in this press release should be evaluated together with the many uncertainties that affect the Company’s business, particularly those identified or referenced in the risk factors section of the Company’s most recent Annual Report on Form 20-F and any subsequent reports on Form 6-K. These documents are available from the Securities and Exchange Commission, the Company website or from Company Investor Relations.

 

In addition, any information contained in this press release was current as of the date presented and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change, whether as a result of new information, future events, or otherwise. Consequently, the Company will not update the information contained in this press release, and investors should not rely upon the information as current or accurate after the presentation date.

 

 

VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich

VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg

 

2

 

 

Contact

 

VERAXA Biotech AG – Corporate
Christoph Antz, Ph.D.
Chief Executive Officer, Co-Founder
investors@veraxa.com

 

For Media and Investors – U.S.
Brandon Weiner
ICR Healthcare
VERAXA@icrhealthcare.com

 

For Media and Investors – EU
Mario Brkulj
investors@veraxa.com

 

 

VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich

VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg

 

3

Source: View Original Filing on SEC EDGAR