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 NESS-ZIONA, ISRAEL – February 21, 2020 – VAXIL BIO LTD. (“Vaxil” or the “Company”) (TSX VENTURE: VXL), an innovative immunotherapy biotech focused on cancer and infectious diseases, announces that further to its press release from January 28, 2020 in connection with the Company’s convertible debt financing (the “Initial Press Release”), and following the press releases from February 13, 2020 and February 18, 2020 (the “Recent Press Releases”) regarding the possible identification of a Corona Virus Vaccine, the Company will continue to pursue its convertible debt financing but with the following amended terms (the “Amendments”).

The Company will be issuing convertible debentures (the “Offering”) with a face value of $1,000 (“Principal”) and bearing an annual interest rate (“Interest”) of 10% (“Convertible Debentures”) for gross proceeds of up to $200,000 (“Proceeds”). The Convertible Debentures will accrue interest at 10% per annum and the principal and interest (“Repayment Amount”) will be repayable within one year (“Maturity Date”).  The Company shall have the right, but not the obligation, in its sole and absolute discretion, to pay and satisfy the Repayment Amount by the issuance of Common Shares. The conversion price of the Principal shall be $0.07 (“Conversion Price”), All Interest conversions, if any, shall be compliant with Policy 4.3 of the TSXV.

Subscription funds received from arm’s length third parties in the amount $36,000 prior to the issuance of the Recent Press Releases will be subject to the pre Amendment terms of the convertible debenture offering disclosed in the Initial Press Release.

Proceeds will be used as a bridge financing to fund the Company’s working capital while the Company continues to explore alternative financing avenues in order to be able to continue its operations.

The Company expects the offering to close on or around March 2, 2020.

Vaxil’s board of directors are insiders of the Company, and insider participation in the Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(1)(a) of MI 61-101.

The Convertible Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


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 and received orphan drug status from the FDA and EMA. The company continues to develop ImMucintm and is also developing a tuberculosis vaccine / treatment that has demonstrated promising preliminary results with further preclinical evaluation underway at a top US academic and research institution. 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 SPs 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.

Disclaimer: 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 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.



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David Goren, CEO —