On September 20, 2024 BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") reported an increase to its previously announced non-brokered private placement offering of units of the Company ("Units") at a price of $0.05 per Unit (the "Private Placement") (Press release, BioVaxys Technology, SEP 20, 2024, View Source [SID1234646770]). Each Unit consists of one common share (a "Common Share") and one whole Common Share purchase warrant (a "Warrant"), whereby each Warrant is exercisable for one additional Common Share at an exercise price of $0.15 for a period of 24 months from the date of issue. The Private Placement initially comprised a maximum of 10,000,000 Units (see news release dated July 23, 2024) for total gross proceeds of $500,000 and was later upsized to a maximum of 20,000,000 Units (see news release dated July 26, 2024) for total gross proceeds of $1,000,000. The Company has now further increased the size of the Private Placement to up to 30,000,000 Units for total gross proceeds of up to $1,500,000.
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To date, the Company has issued an aggregate of 17,312,340 Units in connection with the Private Placement.
Closing of the Private Placement is subject to receipt of all necessary regulatory and other approvals. All securities to be issued pursuant to the Private Placement will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation.
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 16, 2024. The Company may pay finder’s fees in connection with the Private Placement.
In addition, the Company announces that it has entered into a debt settlement agreement with a consultant of the Company, to settle an aggregate of $76,625 in debt owed to the consultant by issuing 1,532,500 Common Shares at a deemed price of $0.05 per Common Share (the "Debt Settlement"). The board of directors of the Company has determined that it is in the best interests of the Company to settle the outstanding debt through the issuance of Common Shares in order to preserve the Company’s cash for working capital purposes.
All securities proposed to be issued in connection with the Debt Settlement will also be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. Closing of the Debt Settlement is conditional upon a number of conditions, including receipt of all applicable regulatory approvals.
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. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.