BIOVAXYS ANNOUNCES CLOSING OF UNSECURED CONVERTIBLE DEBENTURE OFFERING

September 16, 2025
VANCOUVER, BC, Sept. 16, 2025 /CNW/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement of unsecured convertible debentures (the "Debentures") for aggregate gross proceeds of $335,670 (the "Offering"). The Debentures are unsecured obligations of the Company, mature August 30, 2026 (the "Maturity Date"), and bear interest at a rate of 10% per annum with such interest payable on a quarterly basis in either cash or, at the sole discretion of the Company, in common shares of the Company ("Shares"). The principal outstanding under the Debentures will be convertible into Shares at any time, at the option of the holder, at the closing price of the Shares on the Canadian Securities Exchange (the "CSE") on the day notice of conversion is received by the Company, subject to the pricing requirements in the policies of the CSE. If a holder elects to convert principal into Shares, all accrued and unpaid interest on the amount to be converted will also be satisfied with the issuance of Shares to such holder. Participants in the Offering also received, for every $1,000 of Debentures, 4,000 transferable common share purchase warrants ("Debenture Warrants") that, for each Debenture Warrant, entitle the holder thereof to acquire one Share at an exercise price of $0.25 per Share until September 15, 2026. The Company intends to use the net proceeds raised from the Offering for research and development, general corporate purposes, and working capital. No Finder's fees were applicable to the Offering. All securities issued pursuant to the Offering are subject to a statutory hold period expiring four months and one day, expiring January 16, 2026. Certain insiders of the Company participated in the Offering in the aggregate amount of $50,000 as follows: James Passin, Chief Financial Officer and Director of the Company, purchased Debentures in the amount of $25,000 and Kenneth Kovan, Chief Operating Officer of the Company, purchased Debentures in the amount of $25,000. In this regard, the Offering is considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation by insiders of the Company in the Offering will not exceed 25% of the fair market value of the Company's market capitalization, as calculated in accordance with MI 61-101. This news release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. About BioVaxys Technology Corp. BioVaxys Technology Corp. (www.biovaxys.com), a biopharmaceuticals company registered in British Columbia, Canada, is a clinical-stage biopharmaceutical company dedicated to improving patient lives with novel immunotherapies based on the DPX™ immune-educating technology platform and its 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. The Company's clinical stage pipeline includes maveropepimut-S (MVP-S), based on the DPX™ platform, and in Phase IIB clinical development for advanced Relapsed-Refractory Diffuse Large B Cell Lymphoma (DLBCL) and platinum resistant Ovarian Cancer. MVP-S delivers antigenic peptides from survivin, a well-recognized cancer antigen commonly overexpressed 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 cancer indications as well as the activation of a targeted and sustained, survivin-specific anti-tumor immune response. BioVaxys is also developing DPX+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 Respiratory Syncytial Virus, DPX+rPA for peanut allergy prophylaxis, and BVX-0918, a personalized immunotherapeutic vaccine using its proprietary HapTenix© 'neoantigen' tumor cell construct platform for refractory late-stage ovarian cancer. BioVaxys common shares are listed on the CSE under the stock symbol "BIOV" and trade on the Frankfurt Bourse (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. < b>ON BEHALF OF THE BOARD< /b>

Signed "James Passin"
James Passin, Chief Executive Officer
Phone: +1 740 358 0555

This news release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the future operating or financial performance of the Company, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements 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
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