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 the follow update on its research activities and changes in senior management.

Research Update

As previously announced, Vaxil, together with Prof. Ayelet David, from Ben-Gurion University of the Negev (“BGU“), demonstrated therapeutic success by prolonging the survival of mice treated with P-Esbp-DOX in a mouse model of aggressive liver metastasis of colorectal cancer (CRC). P-Esbp-DOX which combines HPMA (N-(2-hydroxypropyl methacrylamide) polymer, the high affinity E-selectin targeting peptide for diseases with inflammatory component, and the commonly used chemotherapeutic drug doxorubicin (DOX), together a promising targeted drug delivery system for the treatment of aggressive metastatic cancer.

A scale-up manufacturing contract was established with an experienced third-party vendor. The vendor has successfully scaled up the production of the drug product. However, significant additional investment will be required to complete the necessary CMC work to enable human clinical testing.

Given the need for additional investment, the Company is exploring new sources of capital and potential partners to support continued development of this asset. In parallel, the board is actively exploring strategic options for maximizing shareholder value from Vaxil’s assets that may or may not be a continuation of the business in its current form.

Management Changes

The Company announces that effective July 31, 2023, in order to reduce costs and preserve cash, Dr. Yuval Avnir, the Company’s CEO will be replaced by Mr. Gadi Levin, the Company’s current chairperson of the board and CFO. The board of directors wishes to thank Dr. Avnir for his contribution to the Company during his tenure and wishes him success in his endeavors. Dr. Avnir will continue to provide consulting services to the Company, according to his availability, and as needed.

The Company further announces, effective July 31, 2023, the appointment of Mr. Alan Rootenberg, as the Company’s CFO. Mr. Rootenberg will be replacing Mr. Gadi Levin, who transitions from the CFO position to the CEO position.

Mr. Rootenberg is a chartered professional accountant who has served as the Chief Financial Officer of a number of publicly traded companies listed on the NASDAQ, TSX, TSXV and CSE. These companies include biotechnology, mineral exploration, service technologies and cannabis research companies. He has also served as a director of a number of publicly traded companies. Mr. Rootenberg has a Bachelor of Commerce degree from the University of the Witwatersrand in Johannesburg, South Africa and received his CPA designation in Ontario, Canada.

Option Grants

In order to further preserve the Company’s working capital, certain officers and directors have agreed to reduce their cash-based compensation.

As a result of the reduction in cash-based compensation, the Company wishes to announce the granting of an aggregate of 1,100,000 stock options to directors, officers and consultants, as follows: 400,000 stock options to Mr. Rootenberg, 200,000 stock options to Mr. Levin, 300,000 options to Mr. Daniel Bloch, a director of the Company and 200,000 options to a consultant. All the options are being issued pursuant to the Company's stock option plan and exercisable into an equal amount of common shares of the Company at an exercise price of CAD$0.05 per common share (the "Options"). The Options shall vest in four equal installments with 1/4 vesting three months after the grant date (the “Initial Grant”), 1/4 on the 3 month anniversary of the Initial Grant and, 1/4 on the 6 month anniversary of the Initial Grant and the last 1/4 on the nine month anniversary of the Initial Grant. All the Options shall expire on the 5th anniversary of the grant date.

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.

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 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, CFOinfo@vaxil-bio.com 647-558-5564