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GlobeNewswire Not for distribution by US newswire or in United States VAXIL BIO LTD. ("Vaxil" or the "Company") (TSX VENTURE: VXL), an innovative biotech company is pleased to announce that the Company has entered into a non-binding letter of intent for the acquisition of 100% of the rights and interests in and to the Short Wave Pharma Inc. ("Shortwave" or "Target") business action (the "Transaction"). Shortwave is an Israeli based pre-clinical stage biotech company, created to address the unmet medical needs of patients suffering from mental health, neurodegenerative and chronic conditions. Shortwave's initial program is focused on treatment-resistant eating disorders, an underserved area with high mortality and morbidity. Early clinical data suggests psychedelics may play a beneficial role in therapy. Shortwave's formulation and administration method present an innovative, IP-protected approach to treat this vulnerable population. If successful, Shortwave anticipates a relatively short regulatory process for approval. Mr. Jesse Kaplan and Mr. Sruli Weinreb, Managing Partners of boutique investment & advisory firm Plaza Capital, and co-founders of Shortwave commented: "The acquisition will unlock significant value for both organizations and we are excited to be partnering with the experienced team at Vaxil". Mr. Gadi Levin, Chairman of the board of directors of Vaxil added: "This strategic acquisition will broaden our asset base as we continue to advance our existing technologies. We look forward to working with the Shortwave team in this exciting and developing space." The consideration for the Transaction shall be $2,500,000 (the "Consideration"), payable in that number of units of Vaxil (the "Consideration Units"), arrived at by dividing the Consideration by a price per Consideration Unit equal to $0.10 (the "Base Price"), being 25,000,000 Units. In the event that the TSXV does not approve the Base Price, then the deemed price shall be increased to the minimum price allowed by the TSXV (subject to a minimum equal to the Base Price). Each Consideration Unit shall consist of one common share in the capital of Vaxil ("Common Shares") and one (1) common share purchase warrant exercisable for an additional Common Share, upon payment of $0.20 ("Base Exercise Price") at any time up to three (3) years from the closing of the Transaction (the "Closing"). In the event that the TSXV does not approve the Base Exercise Price, then the exercise price shall be increased to the minimum exercise price allowed by the TSXV (subject to a minimum equal to the Base Exercise Price). The Parties agree that the Consideration Units will be subject to a minimum contractual lock-up ("Lock-Up") on the following schedule: Upon completion of the Transaction, Vaxil agrees to pay an arm's length third party, a finder's fee equal to $125,000, which shall be paid in Consideration Units. Upon closing of the Transaction, Vaxil will allow Shortwave to nominate one (1) nominee to Vaxil's board of directors, which nominee must be agreeable to Vaxil. The Transaction (including the issuance of the Consideration Units) is subject to the fulfillment of certain conditions precedent as are customary for transactions of this size including the approval of the TSXV, as well as the completion of a private placement financing. ABOUT SHORT WAVE Shortwave is An Israeli based pre-clinical stage biotech company focused on the development of IP-protected formulations and delivery methods of psychedelics-based medicine to treat mental illness, chronic pain and neuro degenerative diseases. The Company is finalizing preparations for pre-clinical studies related to its resistant anorexia nervosa program. SWP's formulation uniquely combines psilocybin with several minor psychedelics leveraging an entourage effect between psychedelic compounds for a more precise and controlled effect. The Company's innovative drug administration methods are designed to augment treatment control and adherence and improve patient experience. SWP's leadership team combines years of experience in psychedelics-assisted psychotherapy, drug formulation and clinical research, accelerated regulatory pathways and pharmaceutical as well as cannabis-industry business expertise. The Company's future programs are aimed at addressing chronic pain and neuro d |