Virax Biolabs Group announced the closing of its previously announced private placement of its securities for total gross proceeds of USD 5 million.

Virax sold and issued 12,500,000 of its ordinary shares (or ordinary share equivalents) and preferred investment options to purchase up to 12,500,000 ordinary shares for a combined purchase price of USD 0.3999 per pre-funded warrant and accompanying preferred investment option. The pre-funded warrants have an exercise price of USD 0.0001 per share, may be exercised commencing on the issuance date and do not expire. The preferred investment options have an exercise price of USD 0.40 per ordinary share and are exercisable immediately upon issuance for a period of five years from the effective date of the Initial Registration Statement.

Virax intends to use the net proceeds from the offering for general working capital needs, expecting to extend the company's cash runway into the first half of 2028, which is beyond planned completion of the US-based post-acute sequelae of COVID-19 study for submission to the FDA, as well as completion of the UK studies in Post-Acute Infection Syndrome (PAIS) for submission to the MHRA.

The offer and sale of the foregoing securities were made in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the US, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

Under an agreement with the investor, Virax agreed to file an Initial Registration Statement with the US Securities and Exchange Commission (SEC) registering the resale of the ordinary shares issuable upon the exercise of the pre-funded warrants and preferred investment options sold in the private placement and to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days following the date of the agreement in the event of a "full review" by the SEC.

In addition, effective as of the closing, the company has agreed to reduce the exercise price of its outstanding Series A Preferred Investment Options and Series B Preferred Investment Options to purchase up to an aggregate of 1,200,000 ordinary shares issued to the investor on March 10, 2023, from USD 2.934 to USD 0.40 per share, which is the exercise price of the preferred investment options being issued in this offering and extended the term of such preferred investment options to the fifth anniversary of the effective date of the Initial Registration Statement.