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VANCOUVER, BC, Aug. 27, 2025 /PRNewswire/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement of unsecured convertible debentures (the "Debentures") for aggregate gross proceeds of up to $500,000 (the "Offering").
The Debentures will be 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 will also receive, 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. The Debenture Warrants will be exercisable from the date of the intended upcoming consolidation of the securities of the Company for a period of 12 months.
The Company intends to use the net proceeds raised from the Offering for research and development, general corporate purposes, and working capital. Finder's fees may be applicable to the Offering. The Company also anticipates that certain insiders of the Company will participate in the Offering. In this regard, the Offering will be considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company expects to rely 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.
All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities legislation. Closing of the Offering is subject to the receipt of all necessary approvals, including the approval of the CSE.
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.
The Debentures will be offered by way of the "accredited investor" exemption under National Instrument 45-106 Prospectus Exemptions ("NI 45-106") on a private placement basis. In consideration of the Offering, the Company will not be proceeding with the previously announced brokered private placement in reliance on the listed issuer financing exemption under Part 5A of NI 45-106.
Consolidation
The Company affirms that it intends to undertake a consolidation of the Shares on the basis of ten (10) pre-consolidation Shares for one (1) post-consolidation Share (the "Consolidation"), which is anticipated to occur shortly after the closing of the Offering.
The Company currently has 293,425,203 Shares issued and outstanding and it is anticipated that immediately following the Consolidation the Company will have approximately 29,342,520 Shares issued and outstanding, prior to the effect of rounding any fractional Shares.
With the exception of the Debenture Warrants, the exercise or conversion price of the Company's convertible securities and the number of Shares issuable thereunder will also be proportionately adjusted upon completion of the Consolidation. No fractional Shares will be issued as a result of the proposed Consolidation. Any fractional 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 Share or greater, or rounded down in the case of a fractional interest that is less than one-half (1/2) of a Share, to the nearest whole number of Shares, and no cash consideration will be paid in respect of fractional Shares rounded down to the nearest whole Share. For clarity, the number and exercise price of the Debenture Warrants will be unaffected by the proposed Consolidation.
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 Shares, and any other relevant details, and file all necessary documentation with the CSE in respect of the proposed Consolidation. The post-Consolidation Shares will continue to trade on the CSE under the Company's existing name and trading symbol. The Consolidation remains subject to the receipt of requisite approvals, including acceptance by the CSE.
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 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. 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 refractive 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.
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-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, the Offering, including the terms thereof, the expected use of proceeds, the timing and ability of the Company to close the Offering and the proposed Consolidation, including the ratio thereof and timing thereof, including obtaining approval of the Offering and Consolidation from the CSE. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those expressed or implied in such forward-looking statements.
Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates, primarily the assumption that BioVaxys will be successful in developing and testing vaccines, that, while considered reasonable by BioVaxys, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies including, primarily but without limitation, the risk that BioVaxys' vaccines will not prove to be effective and/ or will not receive the required regulatory approvals. With regards to BioVaxys' business, there are a number of risks that could affect the development of its biotechnology products, including, without limitation, the need for additional capital to fund clinical trials, its lack of operating history, uncertainty about whether its products will complete the long, complex and expensive clinical trial and regulatory approval process for approval of new drugs necessary for marketing approval, uncertainty about whether its autologous cell vaccine immunotherapy can be developed to produce safe and effective products and, if so, whether its vaccine products will be commercially accepted and profitable, the expenses, delays and uncertainties and complications typically encountered by development stage biopharmaceutical businesses, financial and development obligations under license arrangements in order to protect its rights to its products and technologies, obtaining and protecting new intellectual property rights and avoiding infringement to third parties and their dependence on manufacturing by third parties.
Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to complete the Consolidation and the Offering on the terms proposed or at all, and the ability to obtain necessary approvals, including the approval of the CSE. BioVaxys does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
The CSE has not reviewed, approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this news release.
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