VIRAX BIOLABS GROUP LIMITED Notice of 2023 Annual General Meeting of Shareholders
To Be Held on December 6, 2023, at 2:00 p.m., local time
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting" or "AGM") of holders of ordinary shares (the "Ordinary Shares") (the "shareholders") of Virax Biolabs Group Limited (the "Company") will be held at BioCity Glasgow, Bo'Ness Road, Newhouse, Lanarkshire, ML1 5UH, on December 6, 2023, at 2:00 p.m., local time. Eligible shareholders, directors, as well as duly appointed proxyholders will be able to attend, participate and vote at the Meeting.
The purpose of the Meeting is as follows:
1. | RESOLVED as an ordinary resolution: to ratify and approve the appointment of Reliant CPAs PC as auditor of the Company for the fiscal year ending March 31, 2024, and to authorize the board of directors of the Company to fix the remuneration of the auditor (the "Auditor Proposal"); |
2. | RESOLVED as an ordinary resolution: to elect the following persons as Directors of the Company, pursuant to the Company's Articles of Association (the "Election Proposal"); |
a. | James Foster be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
b. | Mark Ternouth be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
c. | Evan Norton be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
d. | Yair Erez be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; and |
e. | Nelson Haight be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
3. | RESOLVED as an ordinary resolution, that A. every ten(10) issued and unissued existing ordinary shares of US$0.0001 par value each of the Company be consolidated into one ordinary share of the Company of US$0.001 par value each (the "Consolidated Ordinary Shares"), with such Consolidated Ordinary Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each of the Company as set out in the Company's memorandum and articles of association (the "Share Consolidation"), with such Share Consolidation to be effective on such date as determined by the Board of Directors, which date must be on or before January 29, 2024 and such date shall be announced by the Company (the "Effective Date"); B. on the Effective Date, as a result of the Share Consolidation, the authorized share capital of the Company shall become US$50,000, divided into 50,000,000 ordinary shares of a par value of US$0.001 each; and |
C. all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation; (the "Reverse Split Proposal"); |
4. | RESOLVED as a special resolution that the Company adopts the form of the third amended and restated memorandum and articles of association of the Company in the form attached as Exhibit 99.4 filed as part of the Form 6-K report containing the Notice of Meeting and Proxy Statement in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company to reflect the revised authorized share capital, with effect from the effective date of the Share Consolidation (the "Charter Amendment" and such proposal, the "Charter Amendment Proposal"); |
5. | RESOLVED as an ordinary resolution: to approve the 2023 Equity Incentive Plan and the United Kingdom Sub-Plan (the "Equity Incentive Plan Proposal"); and |
6. | to approve to direct the chairman of the annual general meeting to adjourn the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 - 5 (the "Adjournment Proposal"). |
The foregoing items of business are described in the proxy statement accompanying this notice. The board of directors of the Company (the "Board of Directors") unanimously recommends that the shareholders vote "FOR" for all the items.
The Board of Directors of the Company has fixed the close of business New York time on October 9, 2023 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.
Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Company's ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof.
Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and vote it (i) online at www.proxydocs.com/VRAX, (ii) by phone at 866-519-3939, or (iii) by mail to P.O. BOX 8016, CARY, NC 27512-9903 c/o Mediant Communications.
Holders of record of the Company's ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.
Pursuant to Nasdaq's Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company's website, the Company posts its annual reports on the Company's website. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our annual report to shareholders by visiting the "SEC Filings" heading under the "SEC Filings" section of the Company's website at https://ir.viraxbiolabs.com/. If you want to receive a paper or email copy of the Company's annual report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations Contact of the Company, at info@viraxbiolabs.com.
Virax Biolabs Group Limited
VIRAX BIOLABS GROUP LIMITED | |||
Date: | November 8, 2023 | By: | /s/ James Foster |
James Foster, Chief Executive Officer |
VIRAX BIOLABS GROUP LIMITED
Annual General Meeting of Shareholders
December 6, 2023
2:00 p.m., local time
PROXY STATEMENT
The board of directors (the "Board of Directors") of Virax Biolabs Group Limited (the "Company") is soliciting proxies for the annual general meeting of shareholders (the "Meeting" or "AGM") of the Company to be held on December 6, 2023 at 2:00 p.m. local time. The Company will hold the Meeting at BioCity Glasgow, Bo'Ness Road, Newhouse, Lanarkshire, ML1 5UH, which shareholders will be able to attend in person. Shareholders will have an equal opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of their geographic location.
Eligible shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting in person. Beneficial shareholders who hold their ordinary shares of the Company (the "Ordinary Shares") through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest, but will not be able to participate in or vote at the Meeting.
Only holders of the Ordinary Shares of the Company of record at the close of business on October 9, 2023 (the "Record Date") are entitled to attend and vote at the Meeting or at any adjournment thereof. Members holding Ordinary Shares that represent not less than one-third (1/3) of the issued Ordinary Shares carrying the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. A proxy need not be a shareholder of the Company. Each holder of the Company's Ordinary Shares shall be entitled to one vote in respect of each Ordinary Share held by such holder on the Record Date.
After carefully reading and considering the information contained in this proxy statement, including the annexes, please vote your shares as soon as possible so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.
PROPOSALS TO BE VOTED ON
The purpose of the Meeting is as follows:
1. | RESOLVED as an ordinary resolution: to ratify and approve the appointment of Reliant CPAs PC as auditor of the Company for the fiscal year ending March 31, 2024, and to authorize the board of directors of the Company to fix the remuneration of the auditor (the "Auditor Proposal"); |
2. | RESOLVED as an ordinary resolution: to re-elect the following persons as Directors of the Company, pursuant to the Company's Articles of Association (the "Election Proposal"); a. James Foster be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; b. Mark Ternouth be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
c. Evan Norton be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; | |
d. Yair Erez be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; and |
e. Nelson Haight be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
3. | RESOLVED as an ordinary resolution, that A. every ten (10) issued and unissued existing ordinary shares of US$0.0001 par value each of the Company be consolidated into one ordinary share of the Company of US$0.001 par value each (the "Consolidated Ordinary Shares"), with such Consolidated Ordinary Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each of the Company as set out in the Company's memorandum and articles of association (the "Share Consolidation"), with such Share Consolidation to be effective on such date as determined by the Board of Directors, which date must be on or before January 29, 2024 and such date shall be announced by the Company (the "Effective Date"); B. on the Effective Date, as a result of the Share Consolidation, the authorized share capital of the Company shall become US$50,000, divided into 50,000,000 ordinary shares of a par value of US$0.001 each; and C. all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation; (the "Reverse Split Proposal"); |
4. | RESOLVED as a special resolution that the Company adopts the form of the third amended and restated memorandum and articles of association of the Company in the form attached as Exhibit 99.4 filed as part of the Form 6-K containing the Notice of Meeting and Proxy Statement in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company to reflect the revised authorized share capital, with effect from the effective date of the Share Consolidation (the "Charter Amendment" and such proposal, the "Charter Amendment Proposal"); |
5. | RESOLVED as an ordinary resolution: to approve the 2023 Equity Incentive Plan and the United Kingdom Sub-Plan (the "Equity Incentive Plan Proposal"); and |
6. | to approve to direct the chairman of the annual general meeting to adjourn the annual general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals 1 - 5 (the "Adjournment Proposal"). |
The Board of Directors recommends a vote "FOR" each of the Proposals No. 1-6.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and vote it (i) online at www.proxydocs.com/VRAX, (ii) by phone at 866-519-3939, or (iii) by mail to P.O. BOX 8016, CARY, NC 27512-9903 c/o Mediant Communications.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to Nasdaq's Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company's website, the Company posts its annual reports on the Company's website. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our annual report to shareholders by visiting the "SEC Filings" heading under the
"SEC Filings" section of the Company's website at https://ir.viraxbiolabs.com/. If you want to receive a paper or email copy of the Company's annual report to shareholders, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations Contact of the Company, at info@viraxbiolabs.com
PROPOSAL NO. 1
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Reliant CPA PC ("Reliant") as our independent registered public accounting firm for the fiscal year ended March 31, 2024, and has further directed that we submit the selection of the independent registered accounting firm for ratification by our shareholders at the 2023 Annual Meeting. Reliant has audited the Company's financial statements since 2023. Representatives of Reliant will not be presented at the 2023 Annual Meeting.
The selection of our independent registered public accounting firm is not required to be submitted for shareholder approval. Nonetheless, the Board is seeking ratification of its selection of Reliant as a matter of further involving our shareholders in our corporate affairs. If our shareholders do not ratify this selection, the Board will reconsider its selection of Reliant and will either continue to retain the firm or appoint a new independent registered public accounting firm. Even if the selection is ratified, the Board may, in its sole discretion, determine to appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our and our shareholders' best interests.
The Audit Committee reviews and must pre-approve all audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged by it for such services. In its review of non-audit service fees, the Audit Committee considers, among other things, the possible impact of the performance of such services on the accounting firm's independence.
Independent Registered Public Accounting Firm's Fees
The following table sets forth the aggregate fees billed or expected to be billed for audit and other services provided by Reliant for the fiscal year ended March 31, 2023 and 2022. Reliant has served as our principal accounting firm since 2023.
For the Year Ended March 31, | ||
2023 | 2022 | |
Services Rendered | ||
Audit | $52,500 | $37,000 |
Audit related services | 12,500 | - |
Tax | - | - |
All other fees | - | - |
Total | $65,000 | $37,000 |
Audit Fees include primarily professional services rendered for the audits of the consolidated financial statements and internal controls over financial reporting, the review of documents filed with the SEC, consents, and financial accounting and reporting consultations.
Audit-Related Fees include reviews of the interim financial statements contained in the Company's Form 6-K.
Tax Fees include professional service fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to employee benefit plans, and requests for rulings or technical advice from taxing authorities.
All Other Fees include professional fees associated with the review and consent of SEC filings related to equity issuance for certain officers and former employees.
Pre-Approval Policies and Procedures
Our Audit Committee has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Audit Committee pre-approves all auditing services and the terms of non-audit services provided by our independent registered public accounting firm, but only to the extent that the non-audit services are not prohibited under applicable law and the Audit Committee determines that the non-audit services do not impair the independence of the independent registered public accounting firm. Other fees are subject to pre-approval by the Audit Committee, or, in the period between meetings, by a designated member of the Board or Audit Committee. Any such approval by the designated member is disclosed to the entire Board at the next meeting. All fees that were incurred in fiscal year 2023 were pre-approved by the Audit Committee.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE RATIFICATION OF SELECTION OF RELIANT CPA PC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED MARCH 31, 2024
PROPOSAL NO. 2
RE-ELECTION OF CURRENT DIRECTORS
The Board of Directors currently consists of five members. All five current directors named below will seek re-election at the Meeting.
The Company's corporate governance and nominating committee recommends, and the Board of Directors concurs, that the five current directors be re-elected.
Each director to be re-elected will hold office until the next annual general meeting of shareholders or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal, in accordance with the articles of association of the Company.
DIRECTORS FOR RE-ELECTION
James Foster is our co-founder and has been serving as our Chief Executive Officer, Chairman of the Board of Directors, and Director. From April 2014 to June 2021, Mr. Foster co-founded and served as a board member of Natural Source Group, a product development and distribution company prior to it merging with our Company. From February 2017 to January 2018, he served as an advisor of Pacific Rim Cobalt Corp. (CSE: BOLT), a putblicly traded Electric Vehicle focused natural resource company. From 2014 to 2015, Mr. Foster served as the co-founde of Cryptex Card Inc., the company that introduces the world's first Bitcoin Debit Card solutions. From 2009 to 2013, he served as a board member, vice president, and co-founder of Emerging Asia Capital, a resource focused mergers & acquisitions boutique firm. From June 2008 to November 2008, he served within equity sales of NEX Group plc (formerly, ICAP plc), a securities company. From 2004 to 2005, he has worked within fixed income with Royal Bank of Canada. He received a Bachelor's Degree in American Studies & Chinese from Nottingham University and a Master's Degree in International Business Management (China) from School of Oriental & African Studies in London in 2008 and 2009, respectively.
Mark Ternouth is our Chief Technical Officer and Director. From April 2017 to July 2017, he was a contractor with Fidelity International, a financial services company. From January 2017 to March 2017, he was a consultant at GDPR 360, a company providing specialist advisory services on GDPR legislation requirements for companies. From July 2015 to December 2016, he served as a senior manager of the IT consulting division at KPMG Management Consulting LLP, a consulting company. From 2014 to 2015, he served as the vice president ERP Fusion of Certus Solutions LLP, an Oracle platinum partner company specializing in the delivery of Oracle based business change programs. From 2013 to 2014, he was the human resources process team lead with Wipro Consulting Service, a management consulting company. From 2010 to 2013, he served as a consultant and the human resources team lead of Certus Solutions LLP, an Oracle implementation specialist consultancy. In 2010, he served as a consultant with Mokum Change Management, a consultancy company specializing in Oracle applications implementation. From 2007 to 2009, he served as the process design lead at the John Lewis Partnership, a United Kingdom retail company with Waitrose and John Lewis brands. From 2005 to 2007, he served as the human resources process team led of the United Kingdom Home Office, a United Kingdom governmental ministerial department. From 2003 to 2005, he served as an Oracle functional consultant with Rural Payments Agency, an agency that is part of the United Kingdom Ministry of Agriculture. In 2003, he served as the project manager with Timbmet Door Solutions Limited, a manufacturer of specialist Door sets and ironmongery. From 1998 to 2001, he served as an Oracle functional consultant of Colt Technology Services Group (formerly known as Colt Telecommunications Plc), a pan European business focused telecom operator. From 1991 to 1998, he served as the audit supervisor and subsequently a senior associate with Coopers & Lybrand Management Consulting, which is now part of PriceWaterhouseCoopers, a professional services company. Mr. Ternouth received a Bachelor's Degree in Natural Sciences from Cambridge University in 1989. He has been a qualified Chartered Accountant (ACA-ICAEW) since 1993.
Yair Erez is our independent Director. Since October 2019, Mr. Erez has been a partner at Bain & Co., a consulting firm, focusing on private equity practice and healthcare and life sciences transactions. Since August 2019, Mr. Erez has been the founder of InseytAI Ltd., a Swiss based Artificial Intelligence and Machine Learning company. Since February 2019, Mr. Erez has been a co-founder of Meiji Kickboxing, a chain of kickboxing clubs based in London,
United Kingdom. From February 2009 to July 2019, Mr. Erez served as an associate, and subsequently an associate partner, with his final position as a partner of McKinsey & Co., a consulting firm, focusing on private equity, healthcare and life sciences transactions, and growth strategy work for specialty pharma and other life sciences organizations. From 2008 to 2009, Mr. Erez served as the chief executive officer of Tactile World, a company which manufactures assistive technology for blind people. From 2004 to 2008, Mr. Erez served as a senior resident in Obstetrics & Gynecology at Hadassah Ein-Kerem University Hospital, Jerusalem. From 1999 to 2004, he was a major with the Israel Defense Forces. Mr. Erez received a doctor of medicine's degree from Hebrew University and an executive master of business administration's degree from Herzelliya Interdisciplinary Center in 1998 and 2010, respectively.
Evan Norton is our independent Director. Since December 2019, Mr. Norton has been a managing partner at Ballast Capital LLC, a private equity firm. Since September 2016, Mr. Norton has been an adjunct lecturer at Kellogg School of Management of Northwestern University. From November 2019 to May 2021, Mr. Norton served a general partner of Accelmed Partners II L.P., a private equity firm focused on investments in commercial stage Healthtech companies. From January 2010 to November 2019, Mr. Norton served as a director of venture investments and subsequently as managing director of Abbott Laboratories, with his final position as divisional vice president of venture investments of Abbott Laboratories (NYSE: ABT), a medical devices and health care company which provides pharmaceuticals and health care products and services. From 2007 to 2010, Mr. Norton served as a principal of Onset Ventures, a private equity firm which provides early-stage venture capital in the areas of information technology and medical. From 2006 to 2007, Mr. Norton served as a marketing manager of Lifescan, Inc., a subsidiary of Johnson & Johnson (NYSE: JNJ) which focuses on manufacturing products on the diabetes market, specifically blood glucose monitoring systems. From 2002 to 2003, Mr. Norton served a product manager of Stryker Corporation (NYSE: SYK), a medical technologies corporation. From 1998 to 2000, Mr. Norton served as an investment banking associate of JPMorgan Chase & Co. (NYSE: JPM), an investment bank and financial services holding company. From 1996 to 1998, Mr. Norton served as a management consultant in the consulting department of PricewaterhouseCoopers LLP, a public accounting company. Mr. Norton received a master of business administration's degree from Northwestern University and a bachelor's degree in business administration in finance from Texas A&M University in 1996 and 2002, respectively.
Nelson Haight is our independent Director. Mr. Haight is a finance executive with over 30 years of professional experience, Mr. Nelson Haight currently serves as Executive Vice President and Chief Financial Officer of TEAM, Inc., (NYSE: TISI) which he joined in June 2022. Previously from June 2020 to June 2022, he served as Senior Vice President, Chief Financial Officer and Treasurer for Key Energy Services, Inc.. From September 2019 to June 2020, Mr. Haight was the interim Chief Financial Officer for Element Markets, LLC, an environmental commodities firm. From November 2018 to June 2019, Mr. Haight was the interim Chief Financial Officer for Epic Companies, LLC, a family office backed oilfield service company. Between July 2017 and September 2018, Mr. Haight was the Chief Financial Officer of Castleton Resources, LLC, a privately held exploration and production company. From December 2011 to July 2017, Mr. Haight served in various capacities from Vice President to Chief Financial Officer at Midstates Petroleum Company, Inc. Mr. Haight served as a member of the board of directors of Mountain Crest Acquisition Corp (Nasdaq: MCAC) from January 2020 to February 2021, and served as a member of the board of directors of Mountain Crest Acquisition Corp. II (Nasdaq: MCAD) from October 2020 to October 2021. He has been serving as a member of the board of directors of Mountain Crest Acquisition Corp. III (Nasdaq: MCAE) since March 2021. He has also been serving as a member of the board of directors of Mountain Crest Acquisition Corp. IV (Nasdaq: MCAF) since March 2021. He has also been serving as a member of the board of directors of Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) since April 2021. Mr. Haight received an MPA and BBA from the University of Texas at Austin in May 1988 and is a Certified Public Accountant and member of the American Institute of Certified Public Accountants.
"IT IS HEREBY RESOLVED, as an ordinary resolution, that: |
(A) | Mr. James Foster be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
(B) | Mr. Mark Ternouth be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
(C) | Mr. Yair Erez be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; |
(D) | Mr. Evan Norton be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; and |
(E) | Mr. Nelson Haight be re-elected as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal." |
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE RE-ELECTION OF EACH OF THE CURRENT DIRECTORS NAMED ABOVE
PROPOSAL NO. 3
APPROVAL OF THE SHARE CONSOLIDATION OF THE COMPANY'S ORDINARY SHARES
General
The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation of the Company's Ordinary Shares at a ratio of ten shares into one, such that the authorized share capital of the Company be amended from US$50,000 divided into 500,000,000 ordinary shares of US$0.0001 par value each to US$50,000 divided into 50,000,000 ordinary shares of US$0.001 par value each, so that every shareholder holding ten (10) ordinary shares of US$0.0001 par value each will hold one (1) ordinary share of US$0.001 par value each upon the consolidation taking effect, such consolidated shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each in the capital of the Company as set out in the Company's articles of association (the "Share Consolidation"), on the effective date as determined by the Board of Directors, but in any event on or before January 29, 2024 , and such date shall be announced by the Company (the "Effective Date").
The Share Consolidation must be passed by ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the Meeting by the shareholders present in person or represented by proxy and entitled to vote at the Meeting. If our shareholders approve this proposal, our Board of Directors will have the authority to effect the Share Consolidation on the Effective Date, and arrange filing of the relevant Share Consolidation resolution with the Cayman Islands Registrar of Companies on the Effective Date.
The Share Consolidation will be implemented simultaneously for all Ordinary Shares. The Share Consolidation will affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).
Purpose of the Share Consolidation
The Company's Ordinary Shares are currently listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "VRAX." Among other requirements, the listing maintenance standards established by Nasdaq require the Ordinary Shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the "Minimum Bid Price Rule"), if the closing bid price of the Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Ordinary Shares.
On January 30, 2023, the Company received a written notification from the Nasdaq Stock Market LLC notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and the Company was provided 180 calendar days, or until July 31, 2023, to regain compliance. Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until January 29, 2024, to regain compliance. If at any time during this additional time period the closing bid price of the Company's security is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance.
To regain compliance with the Minimum Bid Price Rule by January 29, 2024, the Board of Directors determined that it was in the best interest of the Company to solicit the approval of the shareholders to effect a share consolidation of the Company's Ordinary Shares. The Board of Directors believes that without receiving the shareholders' approval and without the closing price of the Ordinary Shares otherwise meeting the $1.00 minimum closing bid price requirement, the Company's Ordinary Shares will be delisted from Nasdaq.
In the event the Ordinary Shares were no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board or in the "pink sheets." These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board
of Directors believes delisting of the Ordinary Shares would likely have a negative impact on the liquidity and market price of the Ordinary Shares and may increase the spread between the "bid" and "ask" prices quoted by market makers.
The Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Ordinary Shares, and (ii) the liquidity and marketability of the Ordinary Shares. This could reduce the ability of holders of the Ordinary Shares to purchase or sell Ordinary Shares as quickly and as inexpensively as they have done historically. Delisting could also adversely affect the Company's relationships with customers who may perceive the Company's business less favorably, which would have a detrimental effect on the Company's relationships with these entities.
Furthermore, if the Ordinary Shares were no longer listed on Nasdaq, it may reduce the Company's access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Ordinary Shares, which may cause the market price of the Ordinary Shares to decline.
Trading of our Ordinary Shares
When the Share Consolidation is implemented, our Ordinary Shares will begin trading on a post-split basis on the effective date that we announce by press release. In connection with the Share Consolidation, the CUSIP number of our Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Ordinary Shares) will change.
Fractional Shares
No fractional Ordinary Shares will be issued to any shareholders in connection with the Share Consolidation. Any fractional shares resulting from the Share Consolidation shall be rounded up such that each shareholder will be entitled to receive one Consolidated Ordinary Share in lieu of the fractional share that would have resulted from the Share Consolidation.
Authorized Shares Capital
Upon the Share Consolidation being effective, our authorized share capital of the Company shall be changed from 500,000,000 ordinary shares of US$0.0001 par value each to 50,000,000 ordinary shares of US$0.001 par value each.
Street Name Holders of Ordinary Shares
The Company intends for the Share Consolidation to treat shareholders holding Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Ordinary Shares in street name should contact their nominees.
Share Certificates
Mandatory surrender of certificates by our shareholders is not required. The Company's transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the Effective Date. New certificates will not be mailed to shareholders.
Resolutions
The Board of Directors proposes to solicit shareholder approval to effect Share Consolidation of the Company's Ordinary Shares at a ratio of ten shares into one in the form of shareholder resolutions. The resolutions be put to the shareholders to consider and to vote upon at the Meeting in relation to amending the authorized share capital of the Company are:
"IT IS HEREBY RESOLVED, as an ordinary resolution, that: |
(A) | every ten (10) issued and unissued existing ordinary shares of US$0.0001 par value each of the Company be consolidated into one ordinary share of the Company of US$0.001 par value each (the "Consolidated Ordinary Shares"), with such Consolidated Ordinary Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing ordinary shares of US$0.0001 par value each of the Company as set out in the Company's memorandum and articles of association (the "Share Consolidation"), with such Share Consolidation to be effective on such date as determined by the Board of Directors, which date must be on or before January 29, 2024 and such date shall be announced by the Company (the "Effective Date"); |
(B) | on the Effective Date, as a result of the Share Consolidation, the authorized share capital of the Company shall become US$50,000, divided into 50,000,000 Ordinary Shares of a nominal or par value of US$0.001 each; and |
(C) | all fractional entitlements to the issued Consolidated Ordinary Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one Consolidated Ordinary Share in lieu of any fractional share that would have resulted from the Share Consolidation." |
THE BOARD OF DIRECTORS RECOMMEND
A VOTE FOR
APPROVAL OF
THE SHARE CONSOLIDATION OF THE COMPANY'S ORDINARY SHARES
PROPOSED NO. 4
THE CHARTER AMENDMENT PROPOSAL
On November 3, the Board of the Company approved, and directed that there be submitted to the shareholders of the Company for approval, the adoption of the third amended and restated memorandum and articles of association of the Company in the form attached as Exhibit 99.4 filed as part of the Form 6-K containing the Notice of Meeting and Proxy Statement in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company with effect from the Effective Date (namely, the effective date of the Share Consolidation as determined by the Board of Directors, but in any event on or before January 29, 2024), which reflects the revised authorized share capital as a result of the Share Consolidation.
Summary of changes:
"7. The share capital of the Company is US$50,000 divided into 50,000,000 ordinary shares of USD0.001 par value each. Subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following:
(a) | to redeem or repurchase any of its shares; and |
(b) | to increase or reduce its capital; and |
(c) | to issue any part of its capital (whether original, redeemed, increased or reduced): |
(i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or | |
(ii) subject to any limitations or restrictions and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or | |
(d) | to alter any of those rights, privileges, conditions, limitations or restrictions." |
"Share means an ordinary share of US$0.001 par value each in the capital of the Company and the expression:
(a) includes stock (except where a distinction between shares and stock is expressed or implied); and
(b) where the context permits, also includes a fraction of a Share;"
The third amended and restated memorandum and articles of association of the Company reflecting the above change will substantially be in the form of Exhibit 99.4 filed as part of the Form 6-K report containing the Proxy Statement.
Resolutions
The Board of Directors proposes to solicit shareholder approval to effect Charter Amendment. The resolution be put to the shareholders to consider and to vote upon at the Meeting in relation to the Charter Amendment is:
"IT IS HEREBY RESOLVED, as a special resolution, that that the Company adopts the form of the third amended and restated memorandum and articles of association of the Company in the form attached as Exhibit 99.4 filed as part of hte Form 6-K report containing the Notice of Meeting and Proxy Statement in its entirety and in substitution for, and to the exclusion of, the existing memorandum and articles of association of the Company to reflect the revised authorized share capital, with effect from the effective date of the Share Consolidation (the "Charter Amendment") |
THE BOARD OF DIRECTORS RECOMMEND
A VOTE FOR
APPROVAL OF
THE CHARTER AMENDMENT PROPOSAL
PROPOSAL NO. 5
APPROVAL OF EQUITY INCENTIVE PLAN PROPOSAL
The Compensation Committee of the Board has recommended that the Company should establish and maintain an equity incentive plan pursuant to which the Company may offer selected officers, directors, employees of and consultants to the Company and its subsidiaries the opportunity to acquire or increase equity ownership in the Company.
On February 21, 2023, the Board adopted, subject to shareholders' approval, the Virax Biolabs Group Limited 2023 Equity Incentive Plan (the "Plan") and the related United Kingdom Sub-Plan ("Sub-Plan"). The Plan and the Sub-Plan are designed to enable the flexibility to grant equity awards to our key management employees, directors and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee. A copy of the form of the proposed Plan and the Sub-plan is attached as Exhibit 99.3 filed as part of the Form 6-K report containing the proxy statement (which is subject to such reasonable amendments as determined by the Board) and is incorporated herein by reference.
Summary of Material Features of the Plan
The material features of the Plan and Sub-Plan are:
•
Subject to certain exception as per Article XV of the Plan, share options will not be repriced without shareholders' approval;
|
Based solely on the $0.26 closing price of our ordinary shares as reported by the Nasdaq Capital Market on November 2, 2023 and the maximum number of shares that would have been available for awards as of such date under the Plan, the maximum aggregate market value of the ordinary shares that could potentially be issued under the Plan is $780,000, The ordinary shares underlying any awards that are forfeited, canceled or otherwise terminated, other than by exercise, under the Plan, will be added back to the ordinary shares available for issuance under the Plan. Shares tendered or held back upon exercise of a share option or settlement of an award under the Plan to cover the exercise price or tax withholding will be added back to the ordinary shares available for issuance under the Plan. In addition, ordinary shares repurchased on the open market will be added back to the ordinary shares available for issuance under the Plan.
Summary of the Plan
The following description of certain features of the Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the Plan, which is attached hereto as Exhibit 99.3 filed as part of the Form 6-K.
Administration. The Plan will be administered by the Compensation Committee.
The Committee may delegate any or all of the authority of the Committee with respect to Awards to Grantees other than grantees who are executive officers, non-employee directors, or persons who are subject to Section 16 of the Exchange Act at the time any such delegated authority is exercised.
The Compensation Committee has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the Plan.
Eligibility. Any individual who is an employee (including any officer) of, a non-employee consultant to, or a non-employee director of, the Company or any subsidiary is eligible to participate in the Plan, subject to the discretion of the administrator. However, with respect to the grant of an incentive share option, an eligible person is any employee (including any officer) of the Company or any subsidiary.
United Kingdom individuals who meet the criteria under the Plan, including that they are employees (including any officer) of, non-employee consultants to, or non-employee directors of, the Company or any subsidiary is eligible to participate in the Plan may be granted options under Plan as described below.
Vesting Schedule.The plan administrator has discretion in making adjustment in the individual vesting schedules and other restrictions applicable to the Awards granted under the Plan. The vesting period is set forth in each Award agreement.
Exercise price. The Plan administrator has discretion in determining the price of the Awards, subject to a number of limitations. The Plan administrator has absolute discretion in making adjustments to the exercise price of Options.
Payment. The Plan administrator determines the methods by which payments by any recipient of any Awards under the Plan are made.
Transfer Restrictions. Except as permitted by the plan administrator, and subject to all the transfer restrictions under the applicable laws and regulations and restrictions set forth in the applicable award agreement, all Awards are not transferable or assignable.
Term of the Options. Subject to and consistent with the provisions of the Plan, the Committee, may grant deferred shares and/or restricted share units to a participant, in such amount and upon such terms as the Committee shall determine.
Term of the Options. It will continue in effect for a term of ten (10) years unless terminated earlier.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE EQUITY INCENTIVE PLAN PROPOSAL
PROPOSAL 6
THE ADJOURNMENT PROPOSAL
The adjournment proposal, if approved, will request the chairman of the Annual General Meeting (who has agreed to act accordingly) to adjourn the Annual General Meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual General Meeting to approve the proposals 1-5 in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman of the meeting has the power to adjourn the Annual General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Annual General Meeting to approve the proposals.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE ADJOURNMENT PROPOSAL
OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
By order of the Board of Directors | |
November 8, 2023 | /s/ James Foster |
James Foster | |
Chief Executive Officer |
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Virax Biolabs Group Ltd. published this content on 08 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 November 2023 21:27:17 UTC.
