Latest news with #AssetPurchaseAgreement
Cision Canada
3 days ago
- Business
- Cision Canada
BioVaxys and Horizon Technology Finance Corp Execute Amendment to Asset Purchase Agreement ("APA")
The APA Formalized the February 2024 BioVaxys Acquisition of the Former IMV Inc. Assets VANCOUVER, BC , May 29, 2025 /CNW/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") is pleased to announce today that the Company and Horizon Technology Finance Corporation ("Horizon") have executed a follow-on Amendment ("Amendment") to the Asset Purchase Agreement dated February 11th, 2024 ("APA") for acquiring the entire portfolio of assets and intellectual property based on the DPX™ immune educating platform technology developed by Canadian biotechnology company, IMV Inc. Section 12 of the February 11 th, 2024 APA is a performance milestone provision for BioVaxys to demonstrate an aggregate capital raise of USD $10M by December 31 , 2024. On December 9 th, 2024, Horizon and BioVaxys initially amended the APA by agreeing to delete the reference to " December 31, 2024 " found in Section 12 and replacing it with the date of " June 30, 2025 ." This new Amendment of May 29 th, 2025, supersedes and replaces the Section 12 terms of the APA so that the net performance milestone required to be raised in any form (including, but not limited to equity, grants, licensing fees, or loans) is now significantly lowered to USD $2,028,636 . If BioVaxys is successful in meeting this milestone by September 30, 2025 , Section 12 of the APA shall end and be of no further force or effect. As consideration for Horizon amending the APA, BioVaxys agrees to issue to Horizon 2,800,000 share purchase warrants and 1,200,000 share purchase warrants to Powerscourt Investments XXV LP ("Powerscourt"), with each warrant entitling Horizon and Powercourt the purchase of one whole at a purchase price of $0.06 Canadian Dollars per share at any time on or before May 31 , 2028. Horizon and Powerscourt are the members/owners of HIMV LLC (70%/30%), the party to the APA. All other terms and conditions of the APA to remain the same. BioVaxys and Horizon have further agreed that Section 7(c)(i) of the APA "Licensing Earn-Out Payments Term" be amended from the original "Eighth anniversary of the Closing Date" found in the last line of Section 7(c)(i) to August 11, 2033. During the Licensing Non-Sales Earn-Out Term, BioVaxys shares a predetermined percentage of net licensing non-sales revenues with Horizon. The "Licensing Non-Sales Earn-Out Term" refers to payments received from an existing licensee or preexisting potential licensee, ending upon the expiration of the last valid claim of a former IMV patent that is the subject of the license agreement to which such existing licensee or preexisting potential licensee is party, and any other payment received under a license agreement, ending on August 11, 2033 . About BioVaxys Technology Corp. BioVaxys Technology Corp. ( is a clinical-stage biopharmaceutical company dedicated to improving patient lives with novel immunotherapies based on its DPX™ immune-educating technology platform and its HapTenix© 'neoantigen' tumor cell construct platform, for treating cancers, infectious disease, antigen desensitization for food allergy, and other immunological diseases. Through a differentiated and unique mechanism of action, the DPX™ platform delivers instruction to the immune system to generate a specific, robust, and persistent immune response. The Company's clinical stage pipeline includes maveropepimut-S (MVP-S), based on the DPX™ platform, in Phase IIB clinical development for advanced Relapsed-Refractory Diffuse Large B Cell Lymphoma (DLBCL) and platinum resistant Ovarian Cancer. MVP-S delivers antigenic peptides from survivin, a well-recognized cancer antigen commonly overexpressed in advanced cancers, and also delivers an innate immune activator and a universal CD4 T cell helper peptide. MVP-S has been well tolerated and has demonstrated defined clinical benefit in multiple cancer indications as well as the activation of a targeted and sustained, survivin-specific anti-tumor immune response. BioVaxys is also developing DPX™+SurMAGE, a dual-targeted immunotherapy combining antigenic peptides for both the survivin and MAGE-A9 cancer proteins to elicit immune responses to these two distinct cancer antigens simultaneously, DPX™-RSV for Respiratory Syncytial Virus, and DPX+rPA for peanut allergy prophylaxis, as well as several viral vaccines. BioVaxys has licensed its patented liposome-based delivery platform to Zoetis, Inc. and SpayVac-for-Wildlife, Inc. for selected animal health applications. BioVaxys common shares are listed on the CSE under the stock symbol 'BIOV', trade on the Frankfurt Bourse (FRA: 5LB), and in the US (OTCQB: BVAXF). For more information, visit and connect with us on X and LinkedIn. ON BEHALF OF THE BOARD Signed " James Passin " James Passin , Chief Executive Officer Phone: +1 740 358 0555 Cautionary Statements Regarding Forward Looking Information This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operating or financial performance of the Company, are forward looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those expressed or implied in such forward-looking statements. These forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates, primarily the assumption that BioVaxys will be successful in developing and testing vaccines, that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies including, primarily but without limitation, the risk that BioVaxys' vaccines will not prove to be effective and/ or will not receive the required regulatory approvals. With regards to BioVaxys' business, there are a number of risks that could affect the development of its biotechnology products, including, without limitation, the need for additional capital to fund clinical trials, its lack of operating history, uncertainty about whether its products will complete the long, complex and expensive clinical trial and regulatory approval process for approval of new drugs necessary for marketing approval, and, if so, whether its vaccine products will be commercially accepted and profitable, the expenses, delays and uncertainties and complications typically encountered by development stage biopharmaceutical businesses, financial and development obligations under license arrangements in order to protect its rights to its products and technologies, obtaining and protecting new intellectual property rights and avoiding infringement to third parties and their dependence on manufacturing by third parties. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. Investors are encouraged to read BioVaxys continuous disclosure documents and audited annual consolidated financial statements which are available on SEDAR at Logo - SOURCE BioVaxys Technology Corp.
Yahoo
3 days ago
- Business
- Yahoo
BioVaxys and Horizon Technology Finance Corp Execute Amendment to Asset Purchase Agreement ("APA")
The APA Formalized the February 2024 BioVaxys Acquisition of the Former IMV Inc. Assets VANCOUVER, BC, May 29, 2025 /PRNewswire/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") is pleased to announce today that the Company and Horizon Technology Finance Corporation ("Horizon") have executed a follow-on Amendment ("Amendment") to the Asset Purchase Agreement dated February 11th, 2024 ("APA") for acquiring the entire portfolio of assets and intellectual property based on the DPX™ immune educating platform technology developed by Canadian biotechnology company, IMV Inc. Section 12 of the February 11th, 2024 APA is a performance milestone provision for BioVaxys to demonstrate an aggregate capital raise of USD $10M by December 31, 2024. On December 9th, 2024, Horizon and BioVaxys initially amended the APA by agreeing to delete the reference to "December 31, 2024" found in Section 12 and replacing it with the date of "June 30, 2025." This new Amendment of May 29th, 2025, supersedes and replaces the Section 12 terms of the APA so that the net performance milestone required to be raised in any form (including, but not limited to equity, grants, licensing fees, or loans) is now significantly lowered to USD $2,028,636. If BioVaxys is successful in meeting this milestone by September 30, 2025, Section 12 of the APA shall end and be of no further force or effect. As consideration for Horizon amending the APA, BioVaxys agrees to issue to Horizon 2,800,000 share purchase warrants and 1,200,000 share purchase warrants to Powerscourt Investments XXV LP ("Powerscourt"), with each warrant entitling Horizon and Powercourt the purchase of one whole at a purchase price of $0.06 Canadian Dollars per share at any time on or before May 31, 2028. Horizon and Powerscourt are the members/owners of HIMV LLC (70%/30%), the party to the APA. All other terms and conditions of the APA to remain the same. BioVaxys and Horizon have further agreed that Section 7(c)(i) of the APA "Licensing Earn-Out Payments Term" be amended from the original "Eighth anniversary of the Closing Date" found in the last line of Section 7(c)(i) to August 11, 2033. During the Licensing Non-Sales Earn-Out Term, BioVaxys shares a predetermined percentage of net licensing non-sales revenues with Horizon. The "Licensing Non-Sales Earn-Out Term" refers to payments received from an existing licensee or preexisting potential licensee, ending upon the expiration of the last valid claim of a former IMV patent that is the subject of the license agreement to which such existing licensee or preexisting potential licensee is party, and any other payment received under a license agreement, ending on August 11, 2033. About BioVaxys Technology Corp. BioVaxys Technology Corp. ( is a clinical-stage biopharmaceutical company dedicated to improving patient lives with novel immunotherapies based on its DPX™ immune-educating technology platform and its HapTenix© 'neoantigen' tumor cell construct platform, for treating cancers, infectious disease, antigen desensitization for food allergy, and other immunological diseases. Through a differentiated and unique mechanism of action, the DPX™ platform delivers instruction to the immune system to generate a specific, robust, and persistent immune response. The Company's clinical stage pipeline includes maveropepimut-S (MVP-S), based on the DPX™ platform, in Phase IIB clinical development for advanced Relapsed-Refractory Diffuse Large B Cell Lymphoma (DLBCL) and platinum resistant Ovarian Cancer. MVP-S delivers antigenic peptides from survivin, a well-recognized cancer antigen commonly overexpressed in advanced cancers, and also delivers an innate immune activator and a universal CD4 T cell helper peptide. MVP-S has been well tolerated and has demonstrated defined clinical benefit in multiple cancer indications as well as the activation of a targeted and sustained, survivin-specific anti-tumor immune response. BioVaxys is also developing DPX™+SurMAGE, a dual-targeted immunotherapy combining antigenic peptides for both the survivin and MAGE-A9 cancer proteins to elicit immune responses to these two distinct cancer antigens simultaneously, DPX™-RSV for Respiratory Syncytial Virus, and DPX+rPA for peanut allergy prophylaxis, as well as several viral vaccines. BioVaxys has licensed its patented liposome-based delivery platform to Zoetis, Inc. and SpayVac-for-Wildlife, Inc. for selected animal health applications. BioVaxys common shares are listed on the CSE under the stock symbol 'BIOV', trade on the Frankfurt Bourse (FRA: 5LB), and in the US (OTCQB: BVAXF). For more information, visit and connect with us on X and LinkedIn. ON BEHALF OF THE BOARD Signed "James Passin" James Passin, Chief Executive OfficerPhone: +1 740 358 0555 Cautionary Statements Regarding Forward Looking Information This press release includes certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operating or financial performance of the Company, are forward looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those expressed or implied in such forward-looking statements. These forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates, primarily the assumption that BioVaxys will be successful in developing and testing vaccines, that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies including, primarily but without limitation, the risk that BioVaxys' vaccines will not prove to be effective and/ or will not receive the required regulatory approvals. With regards to BioVaxys' business, there are a number of risks that could affect the development of its biotechnology products, including, without limitation, the need for additional capital to fund clinical trials, its lack of operating history, uncertainty about whether its products will complete the long, complex and expensive clinical trial and regulatory approval process for approval of new drugs necessary for marketing approval, and, if so, whether its vaccine products will be commercially accepted and profitable, the expenses, delays and uncertainties and complications typically encountered by development stage biopharmaceutical businesses, financial and development obligations under license arrangements in order to protect its rights to its products and technologies, obtaining and protecting new intellectual property rights and avoiding infringement to third parties and their dependence on manufacturing by third parties. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. Investors are encouraged to read BioVaxys continuous disclosure documents and audited annual consolidated financial statements which are available on SEDAR at Logo - View original content to download multimedia: SOURCE BioVaxys Technology Corp. Sign in to access your portfolio
Yahoo
06-04-2025
- Business
- Yahoo
EXPANDER CORRECTS MISLEADING DISCLOSURE MADE BY OR ON BEHALF OF CIELO
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/ CALGARY, AB, April 6, 2025 /CNW/ - Expander Energy Inc. ("Expander"), the largest shareholder of Cielo Waste Solutions Corp. (TSXV: CMC) ("Cielo"), wishes to correct misleading disclosure made by or on behalf of the Cielo board about Expander and its decision to requisition a shareholders' meeting. News Release of Cielo dated April 1, 2025 FICTION: Cielo has notified Expander of its intention to initiate the dispute resolution procedures under the Technologies Licence Agreement dated November 9, 2023 (the "Licence Agreement"). FACT: On March 31, 2025, Cielo sent a notice to Expander purporting to initiate mediation under the Licence Agreement. However, the notice fails to comply with both the dispute resolution procedures set out in the Licence Agreement and the National Arbitration Rules of the ADR Institute of Canada, which govern those dispute resolution procedures. Condensed Interim Consolidated Financial Statements of Cielo for the three and nine months ended January 31, 2025, and 2024 (the "Interim Financial Statements"), Amended Management's Discussion and Analysis of Cielo for the three months ended January 31, 2025, and 2024 (the "Interim MD&A"), and Certifications of Interim Filings FICTION: Neither the Interim Financial Statements nor the Interim MD&A omit to state material facts required to be stated or that are necessary to make disclosure not misleading in light of the circumstances under which the disclosure was made. FACT: The Interim Financial Statements do not contain disclosure concerning certain significant events (more particularly described below) that occurred after January 31, 2025. Although the condensed interim consolidated statements of financial position in the Interim Financial Statements refer to a Subsequent Event note, there is no Subsequent Events note to, or information about subsequent events contained in, the Interim Financial Statements. In several cases, the Interim MD&A fails to identify, or distinguish between, significant events involving Expander that occurred on or before January 31, 2025, and significant events involving Expander that occurred after that date. FICTION: Cielo has initiated the dispute resolution process under the Amended and Restated Asset Purchase Agreement dated November 9, 2023 (the "Asset Purchase Agreement"). FACT: On March 31, 2025, Cielo sent a notice to Expander purporting to initiate mediation under the Licence Agreement, not the Asset Purchase Agreement. The Asset Purchase Agreement does not contain dispute resolution procedures, other than those contemplated in an indemnification clause. FICTION: Cielo initiated the dispute resolution process due to differences between Cielo and Expander in their strategic visions. FACT: In its notice dated March 31, 2025, Cielo failed to identify any matters in dispute. However, it would clearly be inappropriate of Cielo to use the dispute resolution procedures in the License Agreement to adjudicate differences in strategic vision. News Release of Cielo dated April 2, 2025 FICTION: Expander chose to requisition a shareholders' meeting, rather than engage in constructive dialogue with Cielo. FACT: Expander or its legal counsel has written to Cielo or its counsel nine times since August 14, 2024, seeking a resolution of disputes between Expander and Cielo. FICTION: Expander chose to requisition a shareholders' meeting, rather than engage in constructive dialogue with Cielo. FACT: Expander chose to requisition a shareholders' meeting because the Cielo board has a recent track record of disenfranchising shareholders: On August 23, 2024, the Cielo board scheduled a virtual-only shareholders' meeting to be held on October 29, 2024 (the "October Shareholders' Meeting"). Between October 21, 2024, and October 29, 2024, Expander sought from Cielo assurances that the ability of shareholders to participate in the October Shareholders' Meeting would be comparable to that which shareholders could reasonably expect if they were attending an in-person shareholders' meeting. Cielo was unable to provide any such assurances. On October 29, 2024, the Cielo board cancelled the October Meeting, approximately ten minutes after it was scheduled to begin, citing unspecified "technical difficulties". On November 1, 2024, the Cielo board called a shareholders' meeting to be held on December 19, 2024 (the "December Shareholders' Meeting"). On November 22, 2024, the Cielo board cancelled the December Shareholders' Meeting, citing the strike action against Canada Post and its inability to mail meeting materials to shareholders. Cielo has failed to reschedule the December Shareholders' Meeting, despite the fact that Canadian Securities Administrators granted relief from the requirements to mail meeting materials on November 28, 2024, and the strike action was suspended on December 17, 2024. FICTION: Expander attributed the decline in the market price of the Cielo shares solely to the Cielo board. FACT: Expander noted that the market price of the Cielo shares has declined approximately 88% during the past 18 months; it did not attribute the decline to any single person or group of persons or to any particular circumstance or event. However, the Cielo board is responsible for supervising the management of the business and affairs of Cielo and, therefore, bears at least partial responsibility for its abysmal operational and financial performance. allAlberta Articles dated April 2, 2025, and April 3, 2025 FICTION: The standoff between Expander and Cielo was ignited by the announcement that Cielo terminated its proposed acquisition of the Carseland Facility. FACT: The current standoff between Expander and Cielo was ignited by the following factors, among others: The material misstatements made by Cielo in its Unaudited Condensed Consolidated Financial Statements for the three and six months ended October 31 2023, and 2022, and the year ended April 30, 2023; The inability of Cielo to raise capital to finance the development of the projects contemplated by the Asset Purchase Agreement and the Licence Agreement; The refusal of the Cielo board and senior management to constructively engage with Expander and other shareholders; The decision by the Cielo board to call a virtual-only shareholders' meeting that failed to comply with the guidelines published by Canadian Securities Administrators; The cancellation of the October Shareholders' Meeting; The cancellation of the December Shareholders' Meeting; The abysmal operational and financial performance of Cielo and the tendency of the Cielo board to blame that operational and financial performance solely on market conditions; Material breaches by Cielo of the Asset Purchase Agreement, the Licence Agreement, and the Management Services Agreement dated November 9, 2024; Spurious claims by Cielo, which were later retracted, that Cielo possesses ownership rights in Expander technologies that are unrelated to the Asset Purchase Agreement and the Licence Agreement; and Poor public disclosure, including a lack of publicly-disclosed information about the status of the proposed transaction between Cielo and Rocky Mountain Clean Fuels Inc. FICTION: James H. Ross is the Executive Chairman of Expander. FACT: James H. Ross is neither a director nor an officer of Expander. FICTION: John G. F. McLeod is the Chief Executive Officer of Blacksteel Energy Inc. and is a former director of Expander. FACT: James G. F. McLeod is the Chief Operating Officer of Blacksteel Energy Inc., which he joined in 2024 for the sole purpose of executing a corporate turnaround, and a current director of Expander. FICTION: The Asset Purchase Agreement entitled Expander to nominate Nick Lenstra, G. Steven Price, and James H. Ross to the Cielo board. FACT: The Asset Purchase Agreement entitles Expander to nominate John G. F. McLeod, G. Steven Price, and James H. Ross to the Cielo board. Finally, if Ryan Jackson, the President and Chief Executive Officer of Cielo, wishes to make statements about Expander and its requisition, then Expander encourages him to do so in accordance with the disclosure standards established by Canadian Securities Administrators and the TSX Venture Exchange, rather than selectively making statements to "pay-to-play" or subscription-based news services, such as allAlberta. About ExpanderExpander Energy Inc. is a Calgary, Alberta-based energy technology company that has developed a patented suite of transportation fuel production technologies to convert biomass, captured carbon and low Carbon Intensity electricity into "fossil free" low life cycle carbon intensity synthetic diesel fuel (Bio-SynDiesel®) and synthetic kerosene jet fuel (Bio-SynJet®). Expander's Bio-Energy Carbon Capture and Sequestration (BECCS) solution utilizes cellulosic biomass to produce next generation low CI synthetic fuels while efficiently capturing bio-carbon for geologic sequestration. Bio-SynDiesel®, Bio-SynJet®, BGTL™, EBTL™, BETL™, and CETL™ are trademarks of Expander Energy Inc. Additional InformationThe information contained in this news release does not and is not meant to constitute the solicitation of proxies within the meaning of corporate law or securities legislation. Although Expander has requisitioned a shareholders' meeting, there is currently no record or meeting date set for the shareholders' meeting and shareholders are not being asked at this time to execute a proxy in favour of any resolution set out in the requisition. For additional information, see the news release of Expander dated April 1, 2025. A copy of this news release is available on the SEDAR+ profile of Cielo at Contact InformationGord N. Crawford, and CEOExpander Energy Inc.(780) 966-4673 SOURCE Expander Energy Inc. View original content: Sign in to access your portfolio
