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, announces that on November 23, 2020 we completed the first tranche of our previously announced non-brokered private placement (see press release dated November 9, 2020) for gross proceeds of $542,858 (the "First Tranche Private Placement"). Investors in the First Tranche Private Placement subscribed for 7,238,107 units ("Units") at a price of $0.075 per Unit. Each Unit consisted of one common share in the capital of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"), with each Warrant being exercisable, at any time prior to November 23, 2023, to acquire one additional Common Share (each a "Warrant Share") at an exercise price of $0.10 per Warrant Share.

In accordance with applicable Canadian securities law the securities issued pursuant to the First Tranche Private Placement are subject to a four month and one day hold period expiring March 24, 2021. In connection with the First Tranche Private Placement, Vaxil paid certain finders fees on a portion of funds raised. Aggregate fees of $30,303 and the issuance of an aggregate 406,653 finders’ warrants (“Finders’ Warrants”). The Finders’ Warrants are exercisable into an equal number of Units, at an exercise price equal to $0.10 per Unit at any time prior to November 23, 2022.

Certain officers and/or directors of the Company (the “Related Parties”) participated in the First Tranche Private Placement, 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.

Net proceeds from the First Tranche Private Placement will be used by the Company to further expand and expedite pre-clinical and manufacturing development of CorVax™, supporting on-going development of the Company’s pipeline including ImMucin™, expansion of the oncology and infectious disease vaccine and immunotherapies pipeline as well as for general corporate purposes.

Vaxil expects to close the sale of an additional tranche of Units on or about December 7, 2020.

Closing of the First Tranche Private Placement is subject to final TSX Venture Exchange approval.

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™, CorVax™ 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 vaccines and 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 peptides 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.

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.

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 and has neither approved nor disapproved the contents of this press 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