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VANCOUVER, BC, Oct. 20, 2025 /PRNewswire/ — BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) (OTCQB: BVAXF) (“BioVaxys” or the “Company“) announces the conversion of outstanding unsecured convertible debentures of the Company (“Debentures“) pursuant to a notice of conversion received from a certain holder of the Debentures (the “Conversion“).
On September 15, 2025, the Company issued Debentures for an aggregate principal amount of $335,670 convertible into common shares in the capital of the Company (“Shares“) at any time, at the option of the holders thereof, at the closing price of the Shares on the Canadian Securities Exchange (the “CSE“) on the day notice of conversion is received by the Company, subject to the pricing requirements in the policies of the CSE. The Debentures bear interest at a rate of 10% per annum.
A holder of certain Debentures has elected to convert the entire principal amount of $25,000, together with accrued and unpaid interest thereon, resulting in an aggregate of $25,239.73 (the “Principal and Interest“) payable by the Company. To satisfy the Principal and Interest, the Company will be issuing an aggregate of 148,468 Shares at a conversion price of $0.17 per Share. All securities issued in connection with the Debentures shall be subject to receipt of all necessary regulatory approvals, including acceptance of the CSE.
The Debentures converted were owned by an insider of the Company. Specifically, James Passin, Chief Executive Officer and Director of the Company, elected to convert his Debentures. The above-described transaction with Mr. Passin is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation by such insider of the Company in the transaction will not exceed 25% of the fair market value of the Company’s market capitalization, as calculated in accordance with MI 61-101.
In addition, the Company announces that it has granted 550,000 stock options (the “Options“) to certain directors, officers, consultants, and employees of the Company, pursuant to the Company’s omnibus equity incentive compensation plan. The Options are each convertible into a Share at an exercise price of $0.25 until October 20, 2030. The Options vest as to 1/3 on October 20, 2025 (the “Grant Date“), 1/3 on the date that is six months from the Grant Date, and 1/3 on the date that is twelve months from the Grant Date. The Options are subject to the policies of the CSE.
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 conversion of the Debentures, including the issuance of the securities of the Company, and the receipt of all requisite approvals, including acceptance of 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 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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SOURCE BioVaxys Technology Corp.
