Armistice Capital, LLC and Steven Boyd filed an amendment to Schedule 13G disclosing beneficial ownership of 1,000,239 ordinary shares of Virax Biolabs Group Limited, representing 4.99% of the class.
The filing states Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., which directly holds the shares, and that Armistice exercises shared voting and dispositive power over the reported securities. The amendment is signed by Steven Boyd on 05/15/2026.
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Insights
Armistice reports a sub-5% passive holding via a managed fund.
Armistice Capital discloses beneficial ownership of 1,000,239 shares (4.99%) held directly by Armistice Capital Master Fund Ltd., with Armistice Capital exercising voting and investment power under an Investment Management Agreement. The filing is an amended Schedule 13G, indicating passive investor reporting.
Key dependencies include the Master Fund as the direct holder and the investment manager relationship. Subsequent filings would update ownership if holdings cross the 5% threshold or change voting/dispositive arrangements.
Disclosure clarifies voting and dispositive authority without asserting direct ownership by the reporting persons.
The statement explains that the Master Fund specifically disclaims beneficial ownership to the extent it lacks voting/dispositive power, while Armistice Capital and Steven Boyd may be deemed beneficial owners due to managerial authority. The joint filing statement documents shared responsibility for amendments.
Material change triggers include any transfer of voting/dispositive power or movement above 5% ownership; those events would prompt a different reporting form or amendment.
Key Figures
Beneficially owned:1,000,239 sharesPercent of class:4.99%Shared voting/dispositive power:1,000,239 shares+2 more
5 metrics
Beneficially owned1,000,239 sharesAmount beneficially owned reported in Item 4(a)
Percent of class4.99%Percent of class reported in Item 4(b)
Shared voting/dispositive power1,000,239 sharesShared voting and shared dispositive power reported in Item 4(c)(ii)/(iv)
CUSIPG9495L125Issuer CUSIP shown on cover
Signature date05/15/2026Date the amendment was signed by Steven Boyd
"Amendment to schedule 13G disclosing beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Investment Management Agreementfinancial
"Armistice Capital exercises power under an Investment Management Agreement"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Beneficial ownershipregulatory
"Amount beneficially owned: 1,000,239 (definition in Item 4)"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Virax Biolabs Group Limited
(Name of Issuer)
Ordinary shares, par value $0.001 per share
(Title of Class of Securities)
G9495L125
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9495L125
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,000,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,000,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,239.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
G9495L125
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,000,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,000,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000,239.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Virax Biolabs Group Limited
(b)
Address of issuer's principal executive offices:
BIOCITY GLASGOW, BO'NESS ROAD, NEWHOUSE, LANARKSHIRE, United Kingdom, ML1 5UH
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Ordinary shares, par value $0.001 per share
(e)
CUSIP No.:
G9495L125
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,000,239
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,000,239
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,000,239
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
Armistice Capital reported beneficial ownership of 1,000,239 shares, equal to 4.99% of the class. The shares are held directly by Armistice Capital Master Fund Ltd., with Armistice Capital exercising voting and investment power under an Investment Management Agreement.
Who is the direct holder of the shares reported for VRAX?
The direct holder is Armistice Capital Master Fund Ltd., a Cayman Islands exempted company. Armistice Capital acts as investment manager and exercises voting and dispositive power over the Master Fund's VRAX shares per the filing.
Does Steven Boyd personally own the reported VRAX shares?
Steven Boyd is disclosed as managing member of Armistice Capital and may be deemed to beneficially own the securities. The filing clarifies his role stems from managerial authority rather than direct share ownership.
When was the Schedule 13G/A amendment for VRAX signed?
The amendment is signed by Steven Boyd on 05/15/2026. The cover references a filing date of 03/31/2026 alongside the CUSIP for Virax Biolabs Group Limited ordinary shares.
