On July 23, 2024 BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) (OTCQB: BVAXF) ("BioVaxys" or the "Company") reported that it intends to complete a non-brokered private placement (the "Private Placement") consisting of up to 10,000,000 units ("Units") at a price of $0.05 per Unit for total gross proceeds of CAD $500,000, before deducting any offering-related expenses (Press release, BioVaxys Technology, JUL 23, 2024, View Source [SID1234645023]). Each Unit consists of one common share (a "Common Share") and one whole Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable for one additional Common Share at an exercise price of $0.15 for a period of 24 months. Closing of the proposed financing is expected to occur on or before July 31st, 2024.
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Closing of the private placement is conditional upon finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the Canadian Securities Exchange ("CSE"). All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance. Closing of the Private Placement is conditional upon a number of conditions, including finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the CSE.
The Company intends to use the net proceeds of the Private Placement for general working capital purposes including, enabling the Company to fund and advance its business plans in regard to its successful recent acquisition of the entire portfolio of discovery, preclinical and clinical development stage assets in oncology, infectious disease, antigen desensitization, and other immunological fields based on the DPX immune educating platform technology, developed by the former Canadian biotechnology company, IMV Inc., Immunovaccine Technologies Inc., which was purchased from IMV USA ("IMV") on February 16th, 2024..The Company may pay a finder’s fee related to the financing.
In addition, the Company announces that it intends to fully settle up to a maximum of CAD $733,600 in debt through the issuance of a maximum of 14,672,000 common shares issued at a deemed price of $0.05 per Common Share. The board of directors of the Company has determined that it is in the best interests of the Company to settle the outstanding debts by the issuance of Common Shares in order to preserve the Company’s cash for working capital. The debt settlement is expected to include the participation of certain related parties including, BioVaxys CEO and director, James Passin, BioVaxys COO and President Kenneth Kovan, BioVaxys directors Anthony Dutton and Craig Loverock and BioVaxys consultant Loverrock Consulting Corp., and as such it will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the forgoing related parties does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. Closing of the proposed financing is expected to occur by July 31, 2024.
All securities proposed to be issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Debt Settlement is conditional upon a number of conditions, including finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the CSE.