BIOVAXYS ANNOUNCES PRIVATE PLACEMENT OFFERING

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VANCOUVER, BC, Nov. 18, 2024 /CNW/ — BioVaxys Technology Corp. BIOV 5LB (“BioVaxys” or the “Company“) is pleased to announce that it intends to complete a non-brokered private placement offering (the “Offering“) consisting of up to an aggregate of 14,285,715 units of the Company (each, a “Unit“) at a price of CAD$0.07 per Unit for gross proceeds of up to CAD$1,000,000.

Each Unit consists of one (1) common share in the capital of the Company (each, a “Share“) and one (1) whole Share purchase warrant (each, a “Warrant“), whereby each Warrant shall be convertible into an additional Share at an exercise price of $0.15 for a period of 24 months from the date of issuance.

The Company intends to use the net proceeds raised from the Offering for working capital and may pay finder’s fees related to the Offering.

All securities issued pursuant to the Offering will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable securities laws. The closing of the Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange.

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. The securities issued have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 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© ‘neoantigen’ tumor cell construct platform, for treating cancers, infectious disease, antigen desensitization, and other immunological fields. DPX™ is a patented antigen delivery platform that can incorporate a range of bioactive molecules to produce targeted, long-lasting immune responses enabled by various formulated components. The DPX platform facilitates antigen delivery to regional lymph nodes and has been demonstrated to induce robust and durable T cell and B cell responses in pre-clinical and clinical studies for both cancer and infectious disease. BioVaxys’ common shares are listed on the Canadian Securities Exchange under the stock symbol “BIOV”, on the Frankfurt Bourse 5LB, and quoted in the US on the OTC Markets. 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 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, including without limitation, statements relating to the Offering, including the size and use of proceeds of the Offering, and the ability of the Company to close the Offering, including obtaining approval of the Offering from the Canadian Securities Exchange 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. 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 that, while considered reasonable by BioVaxys, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. 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 complete the Offering on the terms proposed and the ability to obtain necessary approvals, including the approval of the Canadian Securities Exchange. 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 Canadian Securities Exchange has not reviewed, approved nor disapproved the contents of this press release and does not accept responsibility for the adequacy or accuracy of this release.

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