LONDON, March 8,
2023 /PRNewswire/ -- Virax Biolabs Group Limited
("Virax" or the "Company") (Nasdaq: VRAX), an innovative
biotechnology company focused on the prevention, detection, and
diagnosis of viral diseases, announced today that it has entered
into definitive agreements for the purchase and sale of 3,843,309
ordinary shares (or ordinary share equivalents), Series A preferred
investment options to purchase up to an aggregate of 3,497,412
ordinary shares and Series B preferred investment options to
purchase up to an aggregate of 3,843,309 ordinary shares at a
purchase price of $1.04077 per
ordinary share and associated preferred investment options in a
private placement priced at the market under Nasdaq rules.
The Series A preferred investment options have an exercise price
of $0.80202 per ordinary share and
will be exercisable immediately upon issuance for a period of five
and a half years from the date of issuance. The Series B preferred
investment options have an exercise price of $0.80202 per ordinary share and will be
exercisable immediately upon issuance for a period of five and a
half years from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds from the private placement are expected to be
approximately $4 million, before
deducting placement agent fees and other offering expenses. The
Company intends to use the net proceeds from the private placement
for the development and commercialization of its proprietary T-Cell
Test technology as well as for working capital and other general
corporate purposes. The private placement is expected to close on
or about March 10, 2023, subject to
the satisfaction of customary closing conditions.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and the securities
have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or applicable state securities
laws. Accordingly, the securities may not be reoffered or resold in
the United States 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
investors, Virax agreed to file an initial registration statement
with the SEC covering the resale of the ordinary shares to be
issued to the investors (including the ordinary shares issuable
upon the exercise of the any ordinary share equivalents and
preferred investment options) no later than March 23, 2023 and 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, warrants to purchase up to an aggregate of
3,495,000 ordinary shares which were previously issued in a private
placement consummated by the Company in November 2022 and have an exercise price of
$1.73 per share will be cancelled
simultaneously with the closing of this private placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Virax Biolabs Group Limited
Founded in 2013, Virax Biolabs Group Limited is an innovative
biotechnology company focused on the prevention, detection and
diagnosis of viral diseases, with a particular interest in the
field of immunology.
In addition to distributing an array of viral test kits in
unique geographies, Virax Biolabs Group Limited is currently
developing a proprietary T-Cell Test technology with the intention
of providing an immunology profiling platform that assesses each
individual's immune risk profile against major global viral
threats. T-Cell testing can be particularly effective in the
diagnosis and therapeutics of COVID-19 as well as other threats
including Monkeypox, Hepatitis B, Malaria, Herpes and Human
Papillomavirus.
For more information, please visit www.viraxbiolabs.com.
Safe Harbor Statement
This press release contains forward-looking statements. In
addition, from time to time, we or our representatives may make
forward-looking statements orally or in writing. We base these
forward-looking statements on our expectations and projections
about future events, which we derive from the information currently
available to us. Such forward-looking statements relate to future
events or our future performance, including: the completion of the
private placement; the satisfaction of customary closing conditions
related to the private placement and the intended use of net
proceeds from the private placement; our financial performance and
projections; our growth in revenue and earnings; and our business
prospects and opportunities. You can identify forward-looking
statements by those that are not historical in nature, particularly
those that use terminology such as "may," "should," "expects,"
"anticipates," "contemplates," "estimates," "believes," "plans,"
"projected," "predicts," "potential," or "hopes" or the negative of
these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including: our
ability to change the direction of the Company; our ability to keep
pace with new technology and changing market needs; and the
competitive environment of our business. These and other factors
may cause our actual results to differ materially from any
forward-looking statement. Forward-looking statements are only
predictions. The forward-looking events discussed in this press
release and other statements made from time to time by us or our
representatives, may not occur, and actual events and results may
differ materially and are subject to risks, uncertainties, and
assumptions about us. We are not obligated to publicly update or
revise any forward-looking statement, whether as a result of
uncertainties and assumptions, the forward-looking events discussed
in this press release and other statements made from time to time
by us or our representatives might not occur.
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SOURCE Virax Biolabs