BioVaxys and Horizon Technology Finance Corp Execute Amendment to Asset Purchase Agreement ("APA")

The APA Formalized the February 2024 BioVaxys Acquisition of the Former IMV Inc. Assets

VANCOUVER, BC, May 29, 2025 /CNW/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") is pleased to announce today that the Company and Horizon Technology Finance Corporation ("Horizon") have executed a follow-on Amendment ("Amendment") to the Asset Purchase Agreement dated February 11th, 2024 ("APA") for acquiring the entire portfolio of assets and intellectual property based on the DPX™ immune educating platform technology developed by Canadian biotechnology company, IMV Inc. 

Section 12 of the February 11^th, 2024 APA is a performance milestone provision for BioVaxys to demonstrate an aggregate capital raise of USD $10M by December 31, 2024.  On December 9^th, 2024, Horizon and BioVaxys initially amended the APA by agreeing to delete the reference to "December 31, 2024" found in Section 12 and replacing it with the date of "June 30, 2025."

This new Amendment of May 29^th, 2025, supersedes and replaces the Section 12 terms of the APA so that the net performance milestone required to be raised in any form (including, but not limited to equity, grants, licensing fees, or loans) is now significantly lowered to USD $2,028,636.  If BioVaxys is successful in meeting this milestone by September 30, 2025, Section 12 of the APA shall end and be of no further force or effect.

As consideration for Horizon amending the APA, BioVaxys agrees to issue to Horizon 2,800,000 share purchase warrants and 1,200,000 share purchase warrants to Powerscourt Investments XXV LP ("Powerscourt"), with each warrant entitling Horizon and Powercourt the purchase of one whole at a purchase price of $0.06 Canadian Dollars per share at any time on or before May 31, 2028.  Horizon and Powerscourt are the members/owners of HIMV LLC (70%/30%), the party to the APA.  All other terms and conditions of the APA to remain the same.

BioVaxys and Horizon have further agreed that Section 7(c)(i) of the APA "Licensing Earn-Out Payments Term" be amended from the original "Eighth anniversary of the Closing Date" found in the last line of Section 7(c)(i) to August 11, 2033.  During the Licensing Non-Sales Earn-Out Term, BioVaxys shares a predetermined percentage of net licensing non-sales revenues with Horizon. 

The "Licensing Non-Sales Earn-Out Term" refers to payments received from an existing licensee or preexisting potential licensee, ending upon the expiration of the last valid claim of a former IMV patent that is the subject of the license agreement to which such existing licensee or preexisting potential licensee is party, and any other payment received under a license agreement, ending on August 11, 2033.

About BioVaxys Technology Corp.

BioVaxys Technology Corp. (www.biovaxys.com) is a clinical-stage biopharmaceutical company dedicated to improving patient lives with novel immunotherapies based on its DPX™ immune-educating technology platform and its HapTenix© 'neoantigen' tumor cell construct platform, for treating cancers, infectious disease, antigen desensitization for food allergy, and other immunological diseases. Through a differentiated and unique 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, 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, and DPX+rPA for peanut allergy prophylaxis, as well as several viral vaccines. BioVaxys has licensed its patented liposome-based delivery platform to Zoetis, Inc. and SpayVac-for-Wildlife, Inc. for selected animal health applications.

BioVaxys common shares are listed on the CSE under the stock symbol 'BIOV', trade on the Frankfurt Bourse (FRA: 5LB), and in the US (OTCQB: BVAXF). 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 Regarding Forward Looking Information

This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein, without limitation, statements relating 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. 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.

These 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 the Company, 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, 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.

The Company 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 law.

Investors are encouraged to read BioVaxys continuous disclosure documents and audited annual consolidated financial statements which are available on SEDAR at www.sedar.com.

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SOURCE BioVaxys Technology Corp.