VXL Vaxil Bio Ltd

VAXIL BIO LTD. (“Vaxil” or the “Company”) (TSX VENTURE: VXL), an innovative biotech company is pleased to announce that the Company has entered into a non-binding letter of intent for the acquisition of 100% of the rights and interests in and to the Short Wave Pharma Inc. (”Shortwave" or "Target") business action (the “Transaction”).

Shortwave is an Israeli based pre-clinical stage biotech company, created to address the unmet medical needs of patients suffering from mental health, neurodegenerative and chronic conditions. Shortwave’s initial program is focused on treatment-resistant eating disorders, an underserved area with high mortality and morbidity. Early clinical data suggests psychedelics may play a beneficial role in therapy. Shortwave’s formulation and administration method present an innovative, IP-protected approach to treat this vulnerable population. If successful, Shortwave anticipates a relatively short regulatory process for approval.

Mr. Jesse Kaplan and Mr. Sruli Weinreb, Managing Partners of boutique investment & advisory firm Plaza Capital, and co-founders of Shortwave commented: “The acquisition will unlock significant value for both organizations and we are excited to be partnering with the experienced team at Vaxil”.

Mr. Gadi Levin, Chairman of the board of directors of Vaxil added: "This strategic acquisition will broaden our asset base as we continue to advance our existing technologies. We look forward to working with the Shortwave team in this exciting and developing space."

The consideration for the Transaction shall be $2,500,000 (the “Consideration”), payable in that number of units of Vaxil (the “Consideration Units”), arrived at by dividing the Consideration by a price per Consideration Unit equal to $0.10 (the “Base Price”), being 25,000,000 Units. In the event that the TSXV does not approve the Base Price, then the deemed price shall be increased to the minimum price allowed by the TSXV (subject to a minimum equal to the Base Price).

Each Consideration Unit shall consist of one common share in the capital of Vaxil (“Common Shares”) and one (1) common share purchase warrant exercisable for an additional Common Share, upon payment of $0.20 (“Base Exercise Price”) at any time up to three (3) years from the closing of the Transaction (the “Closing”). In the event that the TSXV does not approve the Base Exercise Price, then the exercise price shall be increased to the minimum exercise price allowed by the TSXV (subject to a minimum equal to the Base Exercise Price).

The Parties agree that the Consideration Units will be subject to a minimum contractual lock-up (“Lock-Up”) on the following schedule:

• 50% will be released from any trading restrictions on the 6-month anniversary of closing;
• 25% will be released from any trading restrictions on the 9-month anniversary of closing; and
• 25% will be released from any trading restrictions on the 12-month anniversary of closing.

Upon completion of the Transaction, Vaxil agrees to pay an arm’s length third party, a finder’s fee equal to $125,000, which shall be paid in Consideration Units.

Upon closing of the Transaction, Vaxil will allow Shortwave to nominate one (1) nominee to Vaxil’s board of directors, which nominee must be agreeable to Vaxil.

The Transaction (including the issuance of the Consideration Units) is subject to the fulfillment of certain conditions precedent as are customary for transactions of this size including the approval of the TSXV, as well as the completion of a private placement financing.

ABOUT SHORT WAVE

Shortwave is An Israeli based pre-clinical stage biotech company focused on the development of IP-protected formulations and delivery methods of psychedelics-based medicine to treat mental illness, chronic pain and neuro degenerative diseases.

The Company is finalizing preparations for pre-clinical studies related to its resistant anorexia nervosa program. SWP’s formulation uniquely combines psilocybin with several minor psychedelics leveraging an entourage effect between psychedelic compounds for a more precise and controlled effect. The Company’s innovative drug administration methods are designed to augment treatment control and adherence and improve patient experience. SWP’s leadership team combines years of experience in psychedelics-assisted psychotherapy, drug formulation and clinical research, accelerated regulatory pathways and pharmaceutical as well as cannabis-industry business expertise. The Company’s future programs are aimed at addressing chronic pain and neuro degenerative diseases.

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 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 INFORMATION

For further information please visit https://vaxil-bio.com/ or contact:

Gadi Levin, CFO — info@vaxil-bio.com, 647-558-5564