As filed with the U.S. Securities and Exchange Commission on August 5, 2026

Registration No. 333-297907

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Veraxa Biotech AG

N/A
(Translation of registrant’s name into English)

Talacker 35

8001 Zurich, Switzerland

00000Tel: +41 44 385 84 50
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street,
18^th Floor
New York, NY 10168
+1(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Joshua A. Kaufman

Elizabeth McNichol
Katten Muchin Rosenman LLP
801 Brickell Avenue, 8th Floor

Miami, FL 33131

+1(305) 420-9400

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its 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 revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This amendment is being filed solely to file an exhibit to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

According to Swiss Law and the Company Articles, the shareholders’ meeting has the authority to grant discharge to the members of the Board from liability. The effect of the resolution of release (discharge) by the shareholders’ meeting is effective only for disclosed facts and only against the company and those shareholders who approved the resolution or who have since acquired their shares in full knowledge of the resolution. The right of action of other shareholders lapses twelve months after the resolution of release.

Under Swiss law, an indemnification of a member of the Board or the executive management in relation to potential personal liability is not effective to the extent the member of the Board or the executive management intentionally or gross negligently violated his or her corporate duties towards the company (certain views advocate that a negligent violation is sufficient to exclude the indemnification). Almost all violations of corporate law are regarded as violations of duties towards the company rather than towards the shareholders. In addition, indemnification of other controlling persons is not permitted under Swiss law, including shareholders of the company.

In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of their duties under the employment agreement with the employer.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, our company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent sales of unregistered securities.

During the past three years, we and our predecessors have issued the securities described below without registration under the Securities Act. Unless otherwise indicated, the securities described below were issued in transactions not involving any public offering, and we believe such transactions were exempt from registration under Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder, Regulation S promulgated thereunder and/or other available exemptions from registration under the Securities Act. No underwriters were involved in the transactions described below, except as otherwise indicated. The share and per-share amounts for securities issued by Veraxa Biotech AG prior to the Business Combination refer to securities of legacy Veraxa Biotech AG and should be conformed, as applicable, to reflect the exchange ratio and post-Business Combination capital structure used elsewhere in this registration statement.

Other Private Offerings for the years 2023-2025

Company Share Lending Agreement

On October 1, 2024, the Company entered into a share lending agreement with Xlife Sciences AG, one of their shareholders, for a fixed term ending on December 31, 2025. Under the terms of the agreement, Xlife Sciences AG agreed to lend the Company up to 1,000,000 of our ordinary shares. In consideration for the share loan, the Company agreed to pay Xlife Sciences AG a monthly fixed fee equal to 3.5% over the duration of the agreement.

From May 2025 to October 2025 the Company entered into subscription agreements for an offering of registered shares with various investors and sold 34,682 shares at an average purchase price of CHF 47.17 per unit. The notary process for this capital increase is currently in progress. The purchasing amount will be offset against the corresponding liability to Xlife Sciences out of the Share Lending Agreement for the shares sold.

From November 2024 to May 2025 the Company entered into subscription agreements for an offering of registered shares with Xlife Sciences AG and sold 186,744 shares at a purchase price of CHF 26.10 per unit. The purchasing amount was offset against a liability to Xlife Sciences out of the Share Lending Agreement.

PubCo Formation and Business Combination-related Issuances

On June 25, 2025, PubCo, which was formed for purposes of the Business Combination, issued 100,000 Ordinary Shares for aggregate consideration of CHF 100,000. PubCo was incorporated under Swiss law solely for the purpose of effectuating the Business Combination, which was consummated on June 10, 2026.

In connection with the corporate restructuring and merger of legacy Veraxa Biotech AG into PubCo, PubCo effected a share split of its initial share capital of CHF 100,000 into 11,325,000 shares, increased its share capital by CHF 1,147,904, and issued 130,000,128 new PubCo Ordinary Shares to legacy Veraxa Biotech AG shareholders in exchange for 14,751,067 legacy Veraxa Biotech AG shares, at an exchange ratio of 8.81293 new shares per legacy Veraxa Biotech AG share. No cash compensation or special advantages were granted in the share exchange.

The Company’s registration statement on Form F-4 relating to the Business Combination constituted a prospectus of PubCo under Section 5 of the Securities Act with respect to, among other securities, Ordinary Shares to be issued to legacy Veraxa Biotech AG shareholders, Earnout Shares to be issued to legacy Veraxa Biotech AG shareholders, Ordinary Shares to be issued to SPAC shareholders, and Warrants to be issued to SPAC warrant holders. Accordingly, any securities issued pursuant to the Form F-4 registration statement are excluded from this Item 7 to the extent they were registered under the Securities Act.

High Trail Financing

On May 27, 2026, SPAC, PubCo and the High Trail Affiliated Entities entered into a Securities Purchase Agreement in respect of a private placement of a senior secured note in the principal amount of $27.5 million and a four-year warrant for an aggregate exercise price of $27.5 million, with an initial exercise price of $11.50 per share, subject to customary anti-dilution protections. The closing of the HTC Financing occurred on June 15, 2026, and funding occurred concurrently with the closing of the HTC Financing. The warrant issued in the HTC Financing reflects 2,391,305 Ordinary Shares underlying such warrant. Up to 11,000,000 Ordinary Shares are registered for resale pursuant to the HTC Note and the High Trail Warrant issued in the HTC Financing.

Lincoln Park Purchase Agreement

On May 27, 2026, SPAC, PubCo and Lincoln Park entered into a purchase agreement and related registration rights agreement, pursuant to which Lincoln Park committed, subject to certain conditions and limitations, to purchase up to an aggregate of $50.0 million of our Ordinary Shares over a 24-month period at market-based purchase prices. The Lincoln Park purchase agreement includes a 4.99% beneficial ownership cap, which may be increased to 9.99% upon 61 days’ prior written notice. As consideration for Lincoln Park’s commitment, we agreed to issue to Lincoln Park $750,000 of Ordinary Shares. On July 30, 2026, we issued 340,910 Commitment Shares to Lincoln Park.

Cantor Fee Modification

On May 27, 2026, SPAC, PubCo and Cantor Fitzgerald & Co. entered into the Fee Modification Agreement. Under the Fee Modification Agreement, the original deferred fee was modified to include, in part, 3,500,000 Ordinary Shares. On July 30, 2026, we issued 3,500,000 Ordinary Shares to Cantor Fitzgerald & Co. pursuant to the Fee Modification Agreement.

Voyager Acquisition Corp. Predecessor Issuances

Prior to the Business Combination, SPAC issued Founder Shares and Private Warrants in private transactions. During 2024, SPAC issued 5,750,000 SPAC Class B Ordinary Shares to the Sponsor on January 11, 2024 for $25,000, issued 1,725,000 additional SPAC Class B Ordinary Shares on February 16, 2024 for no additional consideration, issued 28,750 additional SPAC Class B Ordinary Shares to the Sponsor on May 31, 2024, and forfeited 1,178,750 SPAC Class B Ordinary Shares on July 19, 2024, resulting in 6,325,000 Founder Shares outstanding as of December 31, 2025.

Simultaneously with the closing of the SPAC IPO on August 8, 2024, the SPAC completed the private sale of 7,665,000 Private Warrants at a purchase price of $1.00 per Private Warrant, generating gross proceeds of $7.665 million. In that private placement, the Sponsor purchased 5,037,500 Private Warrants, and Cantor Fitzgerald & Co. and Odeon Capital Group LLC purchased 2,627,500 Private Warrants. Each Private Warrant is exercisable for one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

In connection with the Business Combination, SPAC assigned its rights under the Warrant Agreement to the Company, and the Company assumed the Warrants provided for under the Warrant Agreement.

Item 8. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this registration statement:

EXHIBIT INDEX

The following documents are filed as part of this registration statement:

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Zurich, Switzerland, on August 5, 2026.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christoph Antz his true and lawful attorney-in-fact, with full power of substitution and re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, in the capacity of the duly authorized representative of the Registrant in the United States, on August 5, 2026.