BIOVAXYS ANNOUNCES CONSOLIDATION AND CONCURRENT BROKERED PRIVATE PLACEMENT OFFERING FOR GROSS PROCEEDS OF UP TO $3,000,000

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC, May 30, 2025 /PRNewswire/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") announces a proposed consolidation of the common shares of the Company (the "Common Shares") on the basis of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the "Consolidation"), and a concurrent brokered private placement offering (the "Offering") consisting of a minimum of 5,714,285 units of the Company (each, a "Unit") at a post-Consolidation price of $0.35 per Unit for minimum gross proceeds of $2,000,000 and a maximum of 8,571,428 Units at a post-Consolidation price of $0.35 per Unit for maximum gross proceeds of up to $3,000,000.

Consolidation 

The Company currently has 293,425,203 Common Shares issued and outstanding, and it is anticipated that immediately following the Consolidation, excluding Common Shares to be issued in connection with this Offering, the Company will have approximately 29,342,520 Common Shares issued and outstanding, prior to rounding of fractional Common Shares.

The exercise or conversion price of the Company's convertible securities and the number of Common Shares issuable thereunder will also be proportionately adjusted upon completion of the Consolidation. No fractional Common Shares will be issued as a result of the proposed Consolidation. Any fractional Common 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 Common Share or greater, or rounded down in the case of a fractional interest that is less than one-half (1/2) of a Common Share, to the nearest whole number of Common Shares, and no cash consideration will be paid in respect of fractional Common Shares rounded down to the nearest whole Common Share.

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 Common Shares, and any other relevant details, and file all necessary documentation with the Canadian Securities Exchange (the "CSE") in respect of the proposed Consolidation. The post-Consolidation Common Shares will continue to trade on the CSE under the Company's existing name and trading symbol. The Consolidation remains subject to requisite approvals, including acceptance by the CSE.

Offering

The Company has entered into an agreement with D12 Capital Markets Inc. ("D12") and its affiliate, Foundation Markets Inc. to act as agents (the "Agents") in connection with the Offering. Completion of the Offering will be contingent upon the Company issuing a minimum of 5,714,285 Units at a post-Consolidation price of $0.35 per Unit for minimum gross proceeds of $2,000,000.

Each Unit will consist of one (1) post-Consolidation common share in the capital of the Company (each, a "Post-Consolidation Common Share") and one (1) Post-Consolidation Common Share purchase warrant (each, a "Post-Consolidation Warrant"). Each Post-Consolidation Warrant will entitle the holder thereof to purchase one Post-Consolidation Common Share at a post-Consolidation price of $0.60 for a period of 36 months from the closing date of the Offering.

The Company intends to use the net proceeds raised from the Offering for research and development, general corporate purposes and working capital. Upon successful closing of the Offering, the Agents will receive a cash commission equal to 8% of the gross proceeds committed to the Company from any party introduced by the Agents. Such payment shall be paid by the Company in equal share to the Agents as per their direction.

Closing of the Offering is anticipated to occur on or about June 30, 2025, or such other date as the Company and the Agents may agree upon provided such date is on or before July 14, 2025. Closing of the Offering and payment of the Agents' commission are subject to the satisfaction of certain conditions, including, but not limited to, acceptance by the CSE.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the Units issuable under the Offering will be offered for sale to purchasers in all provinces and territories of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities to be issued pursuant to the sale of the Units under the Offering will not be subject to resale restrictions in accordance with applicable Canadian securities laws.

There is an offering document dated May 30, 2025, related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.biovaxys.com/. Prospective investors should read this offering document before making an investment decision.

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.

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 proposed Consolidation, including the ratio thereof and timing thereof, and the Offering, including the size and use of proceeds, and the timing and ability of the Company to close the Offering, including obtaining approval of the Offering 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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