Vaxil Announces Brokered Private Placement

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NESS-ZIONA, Israel, May 26, 2020 (GLOBE NEWSWIRE) -- 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.