SOURCE: Vaxil Bio Ltd.

Vaxil Bio Ltd.

January 30, 2018 08:30 ET

Vaxil Completes Oversubscribed Financing to Advance Its Cancer Immunotherapy Research and Development

NESS-ZIONA, ISRAEL--(Marketwired - January 30, 2018) - VAXIL BIO LTD. (TSX VENTURE: VXL), an innovative Israeli cancer immunotherapy company, is pleased to announce the closing of an oversubscribed equity financing of $1,810,000 (the "Financing").

"We are committed to advancing Vaxil's pipeline of innovative treatments", commented Vaxil CEO Mr. Isaac Maresky. "This financing will enable the Company to progress its research and development, and I'd like to take this opportunity to thank both existing and incoming investors for their support as we move forward."

FINANCING

As per its news release dated December 5, 2017, Vaxil conducted a non-brokered private placement financing at a price of $0.05 per share, with each share purchased entitling the investor to one additional common share purchase warrant (a "Warrant"). Each Warrant is exercisable into one additional common share of Vaxil for a period of 36 months at $0.10 per common share (share and warrant together referred to as "Unit"). Use of proceeds include research and development and general working capital purposes as further described below. In total, 36,200,000 Units were issued for aggregate gross proceeds of $1,810,000. The Financing is subject to all necessary regulatory and stock exchange approvals. The securities issued pursuant to the Financing are subject to a four month and one day hold period expiring May 27, 2018, in accordance with applicable Canadian securities law. In connection with the Financing, Vaxil paid certain finders fees on a portion of funds raised. Aggregate cash commissions of $90,580 and an aggregate 1,811,600 compensation warrants were paid and issued in connection with the Financing. Certain officers and/or directors of the Company (the "Related Parties") participated in the Financing, which participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company's market capitalization. Vaxil did not file a material change report in respect of the related party transactions less than 21 days prior to the closing of the Financing, which Vaxil deemed reasonable in the circumstances so as to be able to avail itself of the proceeds in an expeditious manner.

VAXIL CORPORATE UPDATE

With the Financing completed, Vaxil is well positioned to advance various components of its core R&D strategy, including:

  • Manufacturing of its proprietary cancer immunotherapy Immucin™ for future clinical trials, a process already underway;
  • Clinical design and strategy for Immucin™ with respect to future clinical trials which may include additional MUC1+ tumor types;
  • Advancement of R&D for Vaxil's additional drug candidates including its SPmAb™ signal peptide specific antibody platform and its MTbuVax™ Tuberculosis vaccines, both patented and derived from proprietary Company algorithms

SETTLEMENT OF LIABILITIES

Vaxil is pleased to report the settlement of certain outstanding debts and liabilities totaling $363,900 for common shares of the Company at a deemed price of $0.10 per common share, which represents a 100% premium to the Financing issue price of $0.05. Vaxil has executed these settlements, including with consultants, service providers, and directors and/or officers, in order to both preserve cash and utilize available cash on hand for Research & Development. The settlements were approved unanimously by members of the board. The settlement of common shares is subject to all requisite approvals, including acceptance of the TSX Venture Exchange. The common shares issued pursuant to the debt settlement for common shares will be subject to a four month hold period in accordance with applicable Canadian securities laws.

ABOUT VAXIL

Vaxil is an Israeli immunotherapy biotech focused on its novel approach to targeting prominent cancer markers. Its lead product Immucin™ is a MUC1 signal peptide derived product, wholly owned by Vaxil and protected by a series of patents in all major territories around the globe, believed to act as a true neoantigen. Vaxil is currently advancing toward a Phase-II which may include additional solid tumor indications.

ABOUT VAXIL'S LEAD PRODUCT: IMMUCIN™

Vaxil's products, including the actual Immucin™ peptide, are protected by a series of patents around the globe. The Company successfully completed a Phase- I/II clinical trial in multiple myeloma patients demonstrating encouraging immunological and clinical benefits. Immucin™ was designated Orphan Drug by both the US FDA and the EMA for use in multiple myeloma. As was recently presented by the company, the mode of action by which Immucin™ exerts its unique immunological and clinical activity, is believed to be via its distinctive characteristics as a neoantigen. These features enable the robust immune response observed in patients with various hematological malignancies, with potential to be effective in a large population section due to the broad coverage of immune system repertoires. Additionally, Vaxil scientists hypothesize that Immucin™ possesses the ability to overcome cancer's immune-system bypass resistance.

ABOUT VAXIL'S SIGNAL PEPTIDE ANTIBODY PLATFORM

In addition to its lead product, Vaxil has developed its SPmAb™ platform, the first ever signal peptide specific antibodies, believed to have both treatment and diagnostic potential.

ABOUT VAXIL'S TUBERCULOSIS VACCINE

Vaxil has developed and patented unique Tuberculosis vaccines, refered to as MTBuVax™, predicated upon the Company's VaxHit algorithm. In 21 patient samples, Vaxil scientists observed promising potential when compared with other treatments available. Given that this early staged product family is not within the Company's core focus of cancer, Vaxil may seek potential partners for its advancement. Information about the Company's pipeline is available at www.vxlbio.com

Disclaimer: The TSX Venture Exchange Inc. has in no way passed upon the merits of the Company has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors -- including the availability of funds, the results of financing efforts, the results of exploration activities -- that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States or elsewhere. These securities have not been, and will not be, registered in the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

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