BioVaxys and Horizon TechnologyFinance Corp Execute Amendment to Asset Purchase Agreement ("APA")

September 29, 2025

The APA Formalized the February 2024 BioVaxys Acquisition of the Former IMV Inc. Assets

VANCOUVER, BC, September 29th,2025 /PRNewswire/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB)("BioVaxys" or the "Company") is pleased to announce today that the Company and Horizon Technology Finance Corporation("Horizon") have executed a supplemental Amendment("Amendment") to the Asset Purchase Agreement dated February 11th, 2024 ("APA") for acquiring the entire portfolio of assets and intellectual property based on the DPX™ immune educating platform technology developed by Canadian biotechnology company, IMV Inc.

Section 12 of the February 11th,2024 APA is a performance milestone provision for BioVaxys to demonstrate anaggregate capital raise of USD $10M by December 31, 2024.  On December 9th, 2024, Horizon and BioVaxysamended the APA by agreeing to delete the reference to "December 31,2024" found in Section 12 and replacing it with the date of "June 30,2025."On May 28th, 2025, Horizon and BioVaxys further amendedthe APA by agreeing to delete the reference to "December 31, 2024"found in Section 12 and replacing it with the date of "June 30,2025."  A revised Amendment of May29th, 2025, superseded and replaced the Section 12 terms of the APA so that thenet performance milestone required to be raised in any form (including, but notlimited to equity, grants, licensing fees, or loans) by September 30, 2025 wassignificantly lowered to USD $2,028,636.

The new Amendment of September 25th,2025 supersedes and replaces the prior Amendment of May 29th, 2025 andSection 12 terms of the APA so that the net performance milestone required tobe raised in any form (including, but not limited to equity, grants, licensing fees, or loans) is now further lowered to USD $1,785,625.  If BioVaxys is successful in meeting this milestone by September 30, 2026, Section 12 of the APA shall end and be of no further force or effect.

 

About BioVaxys Technology Corp.

BioVaxys Technology Corp.(www.biovaxys.com), a biopharmaceuticals company registered in BritishColumbia, Canada, is a clinical-stage biopharmaceutical company dedicated to improving patient lives with novel immunotherapies based on the DPX™immune-educating technology platform and it's HapTenix© tumor cell construct platform, for treating cancers, infectious disease, antigen desensitization for food allergy, and other immunological diseases. Through a differentiated mechanism of action, the DPX™ platform delivers instruction to the immune system to generate a specific, robust, and persistent immune response. TheCompany's clinical stage pipeline includes maveropepimut-S (MVP-S), based on the DPX™ platform, in Phase IIB clinical development for advanced Relapsed-RefractoryDiffuse Large B Cell Lymphoma (DLBCL) and platinum resistant Ovarian Cancer.MVP-S delivers antigenic peptides from survivin, a well-recognized cancer antigen commonly over expressed in advanced cancers, and also delivers an innate immune activator and a universal CD4 T cell helper peptide. MVP-S has been well tolerated and has demonstrated defined clinical benefit in multiple cancerindications as well as the activation of a targeted and sustained, survivin-specific anti-tumor immune response. BioVaxys is also developingDPX™+SurMAGE, a dual-targeted immunotherapy combining antigenic peptides for both the survivin and MAGE-A9 cancer proteins to elicit immune responses to these two distinct cancer antigens simultaneously, DPX™-RSV for RespiratorySyncytial Virus, DPX+rPA for peanut allergy prophylaxis, and BVX-0918, a personalized immuno therapeutic vaccine using its proprietary HapTenix©'neoantigen' tumor cell construct platform for refractive late-stage ovarian cancer.

BioVaxys common shares are listed on the CSE under the stock symbol "BIOV" and trade on the FrankfurtBourse (FRA: 5LB) and in the U.S. on the OTC Markets (OTCQB marketplace). For more information, visit www.biovaxys.com and connect with us on X and LinkedIn.

 

ON BEHALF OF THE BOARD

 

Signed "James Passin"

James Passin, Chief Executive Officer

Phone: +1 740 358 0555

 

Cautionary Statements on Forward Looking Information This news release includes certain "forward-lookinginformation" and "forward-looking statements" (collectively"forward-looking statements") within the meaning of applicablesecurities legislation. All statements, other than statements of historicalfact, included herein, without limitation, statements relating to the futureoperating or financial performance of the Company, are forward-lookingstatements. Forward-looking statements are frequently, but not always, identifiedby words such as "expects", "anticipates","believes", "intends", "estimates","potential", "possible", and similar expressions, orstatements that events, conditions, or results "will","may", "could", or "should" occur or be achieved.Forward-looking statements in this news release relate to, among other things,the Offering, including the expected use of proceeds from the Offering. Therecan be no assurance that such statements will prove to be accurate, and actualresults and future events could differ materially from those expressed orimplied in such forward-looking statements. Forward-looking statements reflect the beliefs, opinions andprojections on the date the statements are made and are based upon a number ofassumptions and estimates, primarily the assumption that BioVaxys will besuccessful in developing and testing vaccines, that, while consideredreasonable by BioVaxys, are inherently subject to significant business,economic, competitive, political and social uncertainties and contingenciesincluding, primarily but without limitation, the risk that BioVaxys' vaccineswill not prove to be effective and/ or will not receive the required regulatoryapprovals. With regards to BioVaxys' business, there are a number of risks thatcould affect the development of its biotechnology products, including, withoutlimitation, the need for additional capital to fund clinical trials, its lackof operating history, uncertainty about whether its products will complete thelong, complex and expensive clinical trial and regulatory approval process forapproval of new drugs necessary for marketing approval, uncertainty aboutwhether its autologous cell vaccine immunotherapy can be developed to producesafe and effective products and, if so, whether its vaccine products will becommercially accepted and profitable, the expenses, delays and uncertaintiesand complications typically encountered by development stage biopharmaceuticalbusinesses, financial and development obligations under license arrangements inorder to protect its rights to its products and technologies, obtaining andprotecting new intellectual property rights and avoiding infringement to thirdparties and their dependence on manufacturing by third parties. Many factors, both known and unknown, could cause actualresults, performance or achievements to be materially different from theresults, performance or achievements that are or may be expressed or implied bysuch forward-looking statements and the parties have made assumptions andestimates based on or related to many of these factors. Such factors include,without limitation, the risk that the Company does not use the proceeds fromthe Offering as currently expected. BioVaxys does not assume any obligation toupdate the forward-looking statements of beliefs, opinions, projections, orother factors, should they change, except as required by applicable securitieslaws.‍
Share this post