VXL Vaxil Bio Ltd

VAXIL BIO LTD. (“Vaxil” or the “Company”) (TSX VENTURE: VXL), an innovative immunotherapy biotech company specializing in cancer and infectious diseases, is pleased to announce that it has engaged M Partners Inc. (the "Agent") as lead agent and sole bookrunner to sell, by way of private placement, on a commercially reasonable efforts basis, up to 35,294,118 units ("Units") of the Company at a price of $0.085 per Unit to for aggregate gross proceeds of up to $3,000,000 (the “Offering”), subject to the Company’s receipt of minimum gross proceeds of $2,000,000 or 23,529,412 units of the Company.

Each Unit will consist of one common share of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant shall entitle the holder to acquire one Common Share at a price of $0.13 per Common Share for a period of three years following the closing of the Offering (the “Closing Date”). If, following the date that is four months and one day following the Closing Date, the volume weighted average price of the Shares on the TSX Venture Exchange (the "Exchange") is equal to or greater than $0.26 for a period of 10 consecutive trading days, the Company may, at its option, elect to accelerate the expiry of the Warrants by providing notice to the holders thereof, in which case the Warrants will expire on the 30th calendar day following delivery of such notice.

Net proceeds from the Offering will be used by the Company for pre-clinical research supporting development of the Company’s pipeline including COVID-19 vaccine candidate, oncology and other infectious disease immunotherapies, as well as for general corporate purposes.

The Company has also granted the Agents an option exercisable for the sale of up to an additional 15% of the Units sold under the Offering, to cover over-allotments, if any.

The closing of the Offering is subject to a number of conditions, including but not limited to, approval by the Exchange of the Offering.

On the closing of the Offering, the Company has agreed to pay the Agents a cash commission of up to 7% of the gross proceeds of the Offering and non-transferrable warrants (the "Agents' Warrants") of up to 7% of the aggregate number of Units issued pursuant to the Offering exercisable for the purchase of Units at $0.085 per Unit for a period of three years following the closing of the Offering.

The Units, the Shares and Warrants comprising the Units and the Agents' Warrants will be subject to a hold period of four months and one day from their date of issue in accordance with applicable securities laws.

The Company expects the Offering to close on or around June 25, 2020.

“This financing comes at a critical time for our company. These additional funds will allow us to more aggressively advance our preclinical research program including the COVID-19 vaccine, whilst continuing to pursue our other pipeline candidates such as vaccines for other infectious diseases and our ongoing work in Oncology.  We look forward to our continued collaborations with the Tel-Aviv Medical Centre where are progressing our COVID-19 research and Ben Gurion University for their role in our oncology program,” said David Goren, Vaxil’s Chairman and Chief Executive Officer, and continued “Our focus is to pursue the generation of meaningful data to validate our platform and pursue additional partnerships and collaborations.”

ABOUT VAXIL

Vaxil is an Israeli immunotherapy biotech company focused on its novel approach to targeting prominent cancer markers and infectious diseases. Its lead product ImMucin™ successfully completed a Phase 1/2 clinical trial in multiple myeloma for which it received orphan drug status from the FDA and EMA. The company aims to continue to develop ImMucin™, a COVID-19 and a tuberculosis vaccine / treatment that has demonstrated promising preliminary results with further preclinical evaluation planned. Additional indications and mAb candidates are under evaluation as immuno-oncology and infectious disease treatments alone and in combination with other treatments.

Vaxil exploits the unique properties of signal peptide domains on crucial proteins to develop targeted therapies against cancer targets and infectious disease pathogens. These signal peptide domains are identified by VaxHit™, Vaxil’s proprietary bioinformatic approach. These signal pepdies induce a robust T- and B-cell response across wide and varied HLA subtypes, while acting as true, universal neoantigens. The peptide platform targets these cells by “educating” or specifically activating the immune system to recognize and attack the affected cells. In addition, Vaxil’s mAb platform directly recognizes the target protein expressed on malignant cells and recruits other elements of the immune system to lyse those cells.

The Company is not making any express or implied claims that it has completed developing or will be successful in developing a COVID-19 (or SARS-CoV-2) vaccine at this time.

Disclaimer: The Company cautions that COVID-19 Vaccine Development is still under early stage research and development and is not making any express or implied claims that it has the ability to eliminate the COVID-19 virus at this time. 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.

CONTACT INFORMATIONFor further information please visit http://vaxil-bio.com/ or contact: David Goren, CEO -- info@vaxil-bio.com, +972 (52) 720-6000