Virax Biolabs 2026年年度报告和过渡报告

Form 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934 Or ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Or ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF Date of event requiring this shell company report________________________ For the transition period from__________ to ___________Commission File No. 001-41440 Virax Biolabs Group Limited (Exact name of Registrant as specified in its charter) Not Applicable(Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation or organization) BioCity GlasgowBo’Ness Road NewhouseLanarkshire, ML1 5UHUnited KingdomTelephone +44 020 7788 7414(Address of principal executive offices) James FosterBioCity GlasgowBo’Ness Road NewhouseLanarkshire, ML1 5UHUnited KingdomTelephone +44 020 7788 7414info@viraxbiolabs.com(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredordinary shares, par value $0.025 per shareVRAXNasdaqCapital Market Securities registered or to be registered pursuant to Section 12(g) of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report (March 31, 2026): 579,218 ordinary shares are outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company that prepares its consolidated financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards† provided pursuant to Section 13(a) of the Exchange Act☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the consolidated financialstatements of the registrant included in the filing reflect the correction of an error to previously issued consolidated financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the consolidated financial statementsincluded in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement itemthe registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Exchange Act). Yes☐No☒ TABLE OF CONTENTS 1PART IITEM 1. Identity of Directors, Senior Management and Advisers.ITEM 2. Offer Statistics and Expected TimetableITEM 3. Key InformationITEM 4. Information on t