Biotech
Tuesday, July 30th, 2024 1:33 pm EDT
Key Points
- Private Placement and Debt Settlement: Biovaxys Technology Corp. completed the first tranche of a non-brokered private placement, raising $350,000 by issuing seven million units at five cents per unit, and settled $733,600 in debt by issuing 14,672,000 shares at the same price.
- Use of Proceeds: The funds from the private placement will be used for general working capital and to advance the company’s business plans, particularly following the acquisition of a portfolio of oncology and immunological assets from IMV Inc. and Immunovaccine Technologies Inc.
- Insider Participation: The private placement included participation from company insiders, constituting a related-party transaction under Multilateral Instrument 61-101, with notable issuances including two million shares each to the CEO and COO, and lesser amounts to other directors.
Biovaxys Technology Corp. has closed the first tranche of its previously announced non-brokered private placement with the issuance of seven million units of the company at a price of five cents per unit for aggregate gross proceeds of $350,000, and the issuance of 14,672,000 shares at a deemed value of five cents per debt settlement share to satisfy an aggregate of $733,600 in bona fide debt.
Each unit consists of one common share in the capital of the company and one whole common share purchase warrant, whereby each warrant is convertible into one additional share at an exercise price of 15 cents until July 29, 2026, being the date that is 24 months from the date of issue.
The company intends to use the proceeds of the private placement for general working capital purposes, including enabling the company to finance 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., and Immunovaccine Technologies Inc., which was purchased from IMV USA on Feb. 16, 2024.
No finders’ fees were paid in connection with the first tranche of the private placement. All securities issued pursuant to the first tranche are subject to a statutory hold period under applicable Canadian securities laws expiring Nov. 30, 2024, being the date that is four months and one day from the date of closing of the first tranche.
Pursuant to the closing of the first tranche, the company issued an aggregate of 5,672,000 debt settlement shares with a total deemed value of $283,600 to certain insiders of the company. James Passin, chief executive officer and director of the company, received two million debt settlement shares, Kenneth Kovan, chief operating officer and president of the company, received two million debt settlement shares, Anthony Dutton, director of the company, received one million debt settlement shares, and Craig Loverock, director of the company, received 672,000 debt settlement shares. The participation by insiders in the private placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). 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 neither the fair market value of the debt settlement shares issued to the insiders, nor the consideration for the deemed value of such debt settlement shares issued to insiders exceeded 25 per cent of the company’s market capitalization. The company did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the first tranche, which the company deems reasonable in the circumstances to complete the first tranche in an expeditious manner.
About Biovaxys Technology Corp.
Biovaxys, a biopharmaceutical 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 neoantigen tumour cell construct platform, for treating cancers, infectious disease, antigen desensitization and other immunological fields. The company’s clinical-stage pipeline includes maveropepimut-S, which is in phase 2 clinical development for advanced relapsed-refractory diffuse large B-cell lymphoma and platinum-resistant ovarian cancer, and BVX-0918, a personalized immunotherapeutic vaccine using its proprietary HapTenix neoantigen tumour cell construct platform, which is soon to enter phase 1 in Spain for treating refractive late-stage ovarian cancer. The company is also capitalizing on its tumour immunology know-how and creation of a unique library of T-lymphocytes and other data sets postvaccination with its personalized immunotherapeutic vaccines to utilize predictive algorithms and other technologies to identify new targetable tumour antigens. Biovaxys common shares are listed on the Canadian Securities Exchange under the stock symbol BIOV, on the Frankfurt Bourse and quoted in the United States on the OTC Markets.
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