BIOVAXYS ANNOUNCES SHARE CONSOLIDATION

Rhea-AI Summary

BioVaxys Technology Corp. (OTCQB: BVAXF) has announced a 10:1 share consolidation of its common shares, expected to commence trading on September 11, 2025. Following the consolidation, the company's outstanding shares will reduce from 293,425,203 to approximately 29,342,496 shares.

The consolidation will adjust the exercise price and number of shares for outstanding convertible securities proportionally, except for Debenture Warrants. Registered shareholders with physical certificates must submit them along with a transmittal letter to Odyssey Trust Company, while shareholders without physical certificates need not take action.

BioVaxys is a clinical-stage biopharmaceutical company developing immunotherapies, including its DPX™ platform and HapTenix© tumor cell construct platform for treating cancers and other immunological diseases.

Positive

• Consolidation may help meet minimum share price requirements for exchange listing
• Potential for improved trading dynamics with fewer outstanding shares
• No cash consideration required for fractional shares

Negative

• Share consolidation could result in reduced liquidity
• Potential impact on market value and trading volatility
• Administrative burden for shareholders holding physical certificates

VANCOUVER, BC, Sept. 5, 2025 /PRNewswire/ -- BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) (OTCQB: BVAXF) ("BioVaxys" or the "Company") announces, further to its news release dated August 27, 2025, the consolidation of its common shares ("Common Shares") on the basis of ten (10) pre-consolidation Common Shares for one (1) post-consolidation Common Share (the "Consolidation").

The Company anticipates its Common Shares will commence trading on a post-Consolidation basis on the Canadian Securities Exchange (the "CSE") at market open on September 11, 2025. The new CUSIP number for the post-Consolidation Common Shares will be 09076M200 and the new ISIN number will be CA09076M2004. The name of the Company and trading symbol will remain the same after the Consolidation.

The Company currently has 293,425,203 Common Shares issued and outstanding. Following the Consolidation, the Company expects to have 29,342,496 Common Shares issued and outstanding, subject to any rounding variance. No fractional Common Shares will be issued as a result of the Consolidation. Any fractional Common Shares resulting from the Consolidation will be rounded up in the case of a fractional interest that is one-half (1/2) of a Commons Share or greater, or rounded down in the case of a fractional interest that is less than one-half (1/2) of a Common Share, to the nearest whole number of Common Shares, and no cash consideration will be paid in respect of fractional Common Shares rounded down to the nearest whole Common Share. With the exception of the Debenture Warrants (as defined in the Company's news release dated August 27, 2025), the exercise price and number of Common Shares issuable upon the exercise of any outstanding securities convertible into Common Shares will be proportionately adjusted to reflect the Consolidation.

A letter of transmittal with respect to the Consolidation will be mailed to all registered shareholders of the Company holding physical certificates. All registered shareholders with physical certificates will be required to send their certificates representing pre-Consolidation Common Shares along with a completed letter of transmittal to the Company's transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the letter of transmittal. A copy of the letter of transmittal will be posted on the Company's profile on SEDAR+ at www.sedarplus.ca.

Shareholders of the Company without physical share certificates do not need to take any action with respect to the Consolidation, as they will automatically receive a new DRS advice representing the post-Consolidation Common Shares.

Pursuant to the provisions of the Business Corporations Act (British Columbia) and the Articles of the Company, the Consolidation was approved by way of resolutions passed by the board of directors of the Company. The Consolidation and the date the post-Consolidation Common Shares commence trading on the CSE remain subject to the approval of the CSE and a bulletin will be issued by the CSE upon acceptance.

About BioVaxys Technology Corp.

BioVaxys Technology Corp. (www.biovaxys.com), a biopharmaceuticals company registered in British Columbia, Canada, is a clinical-stage biopharmaceutical company dedicated to improving patient lives with novel immunotherapies based on the DPX™ immune-educating technology platform and it's HapTenix© tumor cell construct platform, for treating cancers, infectious disease, antigen desensitization for food allergy, and other immunological diseases. Through a differentiated 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, and 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, DPX+rPA for peanut allergy prophylaxis, and BVX-0918, a personalized immunotherapeutic vaccine using its proprietary HapTenix© 'neoantigen' tumor cell construct platform for refractive late-stage ovarian cancer.

BioVaxys common shares are listed on the CSE under the stock symbol "BIOV" and trade on the Frankfurt Bourse (FRA: 5LB) and in the U.S. on the OTC Markets (OTCQB marketplace). For more information, visit www.biovaxys.com  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

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward Looking Information

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the future operations or activities of BioVaxys 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. Forward-looking statements in this news release relate to, among other things, statements relating to the Consolidation, CSE approval thereof, the timing of such Consolidation and approval, and issuance of a bulletin by the CSE. 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.

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 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, uncertainty about whether its autologous cell vaccine immunotherapy can be developed to produce safe and effective products 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.

Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, the ability of the Company to complete the Consolidation on the terms detailed herein and that the CSE may object to the Consolidation and use its discretion to prohibit the Consolidation. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. BioVaxys 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 applicable securities laws.

The CSE has not reviewed, approved nor disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this news release.

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SOURCE BioVaxys Technology Corp.

FAQ

What is the ratio of BioVaxys (BVAXF) share consolidation announced for September 2025?

BioVaxys announced a 10:1 share consolidation, meaning every ten pre-consolidation shares will be converted into one post-consolidation share.

When will BVAXF's consolidated shares begin trading on the CSE?

The consolidated shares are expected to begin trading on the Canadian Securities Exchange (CSE) on September 11, 2025, subject to CSE approval.

How many shares will BioVaxys have outstanding after the September 2025 consolidation?

Following the consolidation, BioVaxys will have approximately 29,342,496 common shares outstanding, reduced from 293,425,203 shares.

What do BioVaxys shareholders need to do regarding the share consolidation?

Shareholders with physical certificates must submit them with a transmittal letter to Odyssey Trust Company. Shareholders without physical certificates do not need to take any action as they will automatically receive new DRS advice.

What happens to fractional shares in the BVAXF consolidation?

Fractional shares of 0.5 or greater will be rounded up, while those less than 0.5 will be rounded down to the nearest whole share, with no cash compensation for rounded-down fractions.