LONDON, March 10,
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 the closing of its
previously announced private placement 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 priced
at the market under Nasdaq rules.
The Series A preferred investment options have an exercise price
of $0.80202 per ordinary share and
are exercisable immediately for a period of five and a half years.
The Series B preferred investment options have an exercise price of
$0.80202 per ordinary share and are
exercisable immediately for a period of five and a half years.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offering.
The gross proceeds from the private placement were 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 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
investor, Virax agreed to file an initial registration statement
with the SEC covering the resale of the ordinary shares issued to
the investor (including the ordinary shares issuable upon the
exercise of the pre-funded warrants 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 March 8, 2023, 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 were 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 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