Veraxa Biotech completes SPAC merger, registers resale of over 145 million shares

Veraxa Biotech AG, a Swiss oncology company, consummated its Business Combination on June 10, 2026, and following the merger it conducts its business through its wholly owned operating subsidiary VERAXA Biotech GmbH, based in Heidelberg, Germany.¹ The company's ordinary shares trade on the Nasdaq Global Market under "VRXA," closing at $1.99 on August 7, 2026, while its warrants trade on the Nasdaq Capital Market under "VRXAW," closing at $0.096 that day.¹

One prospectus covers up to 19,436,739 ordinary shares issuable upon exercise of warrants at $11.50 per share, plus up to 120,295,385 ordinary shares and 6,786,739 private warrants held by selling securityholders.¹ Those resale shares include 6,100,000 shares from converted SPAC Class B shares, 99,695,385 shares issued to Company directors, officers and affiliates, 3,500,000 shares issued to Cantor under a fee modification, and up to 11,000,000 shares issuable under a High Trail note and warrant.¹

That High Trail financing, closed June 15, 2026, involved a Senior Secured Note due 2027 in the principal amount of $27,500,000 and a four-year warrant with an initial exercise price of $11.50 per share.¹

A second prospectus covers a Lincoln Park Capital Fund equity facility. Under the Purchase Agreement dated May 27, 2026, the company may receive gross proceeds of up to $50,000,000 from selling shares to Lincoln Park at its discretion after the registration statement is declared effective.² The company issued 340,910 commitment shares to Lincoln Park on July 30, 2026 as consideration for the commitment,² and Lincoln Park's ownership is capped at 4.99% of outstanding shares, which can rise to 9.99% upon written notice.²

Veraxa's pipeline centers on a clinical program in acute myeloid leukemia and two proprietary platform technologies enabling antibody drug conjugates and T cell engagers.¹ Its lead candidate, the antibody FLYSIN, had successfully completed a Phase I clinical trial for the treatment of acute myeloid leukemia.¹