NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, May 30, 2025 /CNW/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") announces a proposed consolidation of the common shares of the Company (the "Common Shares") on the basis of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the "Consolidation"), and a concurrent brokered private placement offering (the "Offering") consisting of a minimum of 5,714,285 units of the Company (each, a "Unit") at a post-Consolidation price of $0.35 per Unit for minimum gross proceeds of $2,000,000 and a maximum of 8,571,428 Units at a post-Consolidation price of $0.35 per Unit for maximum gross proceeds of up to $3,000,000.
The Company currently has 293,425,203 Common Shares issued and outstanding, and it is anticipated that immediately following the Consolidation, excluding Common Shares to be issued in connection with this Offering, the Company will have approximately 29,342,520 Common Shares issued and outstanding, prior to rounding of fractional Common Shares.
The exercise or conversion price of the Company's convertible securities and the number of Common Shares issuable thereunder will also be proportionately adjusted upon completion of the Consolidation. No fractional Common Shares will be issued as a result of the proposed Consolidation. Any fractional Common Shares resulting from the proposed Consolidation will be rounded up in the case of a fractional interest that is one-half (1/2) of a Common Share or greater, or rounded down in the case of a fractional interest that is less than one-half (1/2) of a Common Share, to the nearest whole number of Common Shares, and no cash consideration will be paid in respect of fractional Common Shares rounded down to the nearest whole Common Share.
The Company will issue a subsequent news release in respect of the proposed Consolidation to announce the effective date of the Consolidation, the new CUSIP and ISIN for the post-Consolidation Common Shares, and any other relevant details, and file all necessary documentation with the Canadian Securities Exchange (the "CSE") in respect of the proposed Consolidation. The post-Consolidation Common Shares will continue to trade on the CSE under the Company's existing name and trading symbol. The Consolidation remains subject to requisite approvals, including acceptance by the CSE.
The Company has entered into an agreement with D12 Capital Markets Inc. ("D12") and its affiliate, Foundation Markets Inc. to act as agents (the "Agents") in connection with the Offering. Completion of the Offering will be contingent upon the Company issuing a minimum of 5,714,285 Units at a post-Consolidation price of $0.35 per Unit for minimum gross proceeds of $2,000,000.
Each Unit will consist of one (1) post-Consolidation common share in the capital of the Company (each, a "Post-Consolidation Common Share") and one (1) Post-Consolidation Common Share purchase warrant (each, a "Post-Consolidation Warrant"). Each Post-Consolidation Warrant will entitle the holder thereof to purchase one Post-Consolidation Common Share at a post-Consolidation price of $0.60 for a period of 36 months from the closing date of the Offering.
The Company intends to use the net proceeds raised from the Offering for research and development, general corporate purposes and working capital. Upon successful closing of the Offering, the Agents will receive a cash commission equal to 8% of the gross proceeds committed to the Company from any party introduced by the Agents. Such payment shall be paid by the Company in equal share to the Agents as per their direction.
Closing of the Offering is anticipated to occur on or about June 30, 2025, or such other date as the Company and the Agents may agree upon provided such date is on or before July 14, 2025. Closing of the Offering and payment of the Agents' commission are subject to the satisfaction of certain conditions, including, but not limited to, acceptance by the CSE.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the Units issuable under the Offering will be offered for sale to purchasers in all provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities to be issued pursuant to the sale of the Units under the Offering will not be subject to resale restrictions in accordance with applicable Canadian securities laws.
There is an offering document dated May 30, 2025, related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.biovaxys.com/. Prospective investors should read this offering document before making an investment decision.
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.
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.
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
Revolutionizing treatment delivery