Newsletter released by Biov
Newletter released by BIOV about 30 minutes before close that saw huge volume. Here is the newsletter:
News & Updates February 2024 We did it!! It’s an understatement to say that BioVaxys is pleased to announce that it has completed and now closed on the acquisition of the entire portfolio of discovery, preclinical and clinical development stage assets of former Canadian biotechnology company, IMV Inc., Immunovaccine Technologies Inc., and IMV USA ("IMV"). On February 11th, 2024, the Company executed the definitive Asset Purchase Agreement for the extensive technology portfolio from HIMV, LLC, an acquisition vehicle formed by Horizon Technology Finance Corporation (NASDAQ: HRZN) and IMV's other secured creditors for the purpose of acquiring IMV's intellectual property through a secured party credit bid in the proceedings commenced in Canada by IMV under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). At the just announced closing, BioVaxys delivered to HIMV a one-time payment of both US$750,000 in cash and 5,034,701 common shares of BioVaxys at a deemed price of CAD$0.067. With the transaction now complete, BioVaxys is working on integrating the acquired assets into the Company. We have now added to BIOV significant opportunities in oncology, infectious disease, allergy desensitization, and autoimmune diseases. Adding several clinical-stage programs was critical for us becoming a product-centric company, but there are always inherent scientific risks with clinical programs, and they require significant investment. Maveropepimut-S (or MVP-S) has incredible potential and is a very important addition to our oncology pipeline, but we want to avoid the risk of focusing on a single asset. This type of thing was a contributing factor in the demise of IMV (despite the science behind the company), and if you look back at some of the biotech failures in 2023, along with massive debt, many of the failed companies put all of their investment into a single clinical program---only to run out of cash or have lukewarm data (NOT the case with IMV). Over the upcoming months our plan is to drive more organic growth by pursuing multiple licensing and partnership opportunities with the DPX™ and HapTenix© platforms, as well as exploring potential clinical development partners for MVP-S. We will be identifying target partners where our solutions can address specific needs or gaps, making BioVaxys an attractive ‘go-to’ partner for targeted immunotherapies. We will be looking to onboard scientific talent with a background in the development of DPX, as well as additional board members and scientific advisors in the immunotherapeutics field. 2024 will also see a ramped-up presence at deal-making conferences and partnering outreach efforts, and over the next month there is already the potential for additional patent filings. When founding BioVaxys, we focused on personalized oncology vaccines, and subsequently discovered that the HapTenix© platform had significant potential in addressing the emergence of SARS-CoV-2 as a global health crisis, and we tackled this accordingly. Although Covid is still a global concern, there is no material interest in developing better therapeutics. Our experiencing of this dynamic environment was a driving factor for BioVaxys’ acquisition of the DPX platform, which now gives us the ability to quickly adapt to new market-driven imperatives, whether they are viral, cancer-related, or other immune modulated diseases. One of our immediate areas of attention is the royalty-bearing License and Supply Agreement with Wisconsin-based SpayVac for Wildlife Inc., on sales of animal vaccine products using technology acquired by BioVaxys, and a milestone payments and royalty bearing license agreement with Pfizer animal health spin-out Zoetis Inc, the world's largest producer of medicine and vaccinations for pets and livestock, for the development and sale of various animal health products using the technology acquired by BioVaxys. The generation of even modest levels of recurring passive high margin revenue will propel BioVaxys into a higher league of biotechs. We find it an interesting data point that IMV Inc. had a cumulative loss of over $280,000,000 – as a rough metric of R&D spend (with supporting overhead), this supports our view that BioVaxys has made an extraordinary acquisition and we look forward to unlocking shareholder value with the immense potential of our expanded portfolio. In other news, the new website is up!! We hope that everyone likes the changes that have been made, both in content and in presentation. The website is a “work in progress,” and it will be updated soon with additional information on DPX, MVP-S, HapTenix, and other useful sections – any comments or suggestions from shareholders welcome On a final point, BioVaxy announced last evening that as a result of delays in the completion of its audit, the Company anticipates that it will experience a short term delay in filing its audited annual financial statements for the year ended October 31, 2023, its management's discussion and analysis of financial statements for the year ended October 31, 2023, its annual information form for the year ended October 31, 2023 and related filings (collectively the "Required Filings"). Under National Instrument 51-102, the Required Filings are required to be made not later than February 28, 2024 (the " Filing Deadline"). A significant factor contributing to the delay is the recent acquisition of all intellectual property, immunotherapeutics platform Technology, and clinical stage assets of the former IMV Inc., which as you know was announced on February 12th, 2024. The Company believes that this acquisition constitutes a major purchase of assets that must be reported in its financial statement in accordance with IAS 10. Dale Matheson Carr-Hilton LaBonte LLP ("DMCL"), the Company's auditor, has accordingly advised the Company that it may be unable to complete its audit of the annual financial statements by February 28, 2024, and we want to proactively advise investors that the Required Filings may not be made on or before the Filing Deadline. The Company expects that DMCL will be in a position to complete the audit by March 30th, 2024, with the annual filings to be completed as soon as possible thereafter. Out of an abundance of caution, the Company has applied to the Ontario Securities Commission (the “OSC”) pursuant to Part 3 of National Policy 12-203 203 – Management Cease Trade Orders ("NP 12-203") for a management cease trade order ("MCTO") that will prohibit the management of the Company from trading in the securities of the Company until such time as the Required Filings are filed as an alternative to a "failure-to-file" cease trade order in connection with the possible late filing of the Required Filings (the "Default"). A decision has not yet been made by the OSC on this application. The OSC may grant the application and issue the MCTO, or it may impose a "failure-to-file" cease trade order if the Required Filings are not filed on or before the Filing Deadline. In the event that the MCTO is granted, it will remain in effect until the filing of statements is remedied. The issuance of a management cease trade order generally does not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in the Company's shares, and will not impact operations or the integration of recently acquired assets such as the DPX platform or MVP-S.