On May 29, 2025 BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) ("BioVaxys" or the "Company") reported 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 (Press release, BioVaxys Technology, MAY 29, 2025, View Source [SID1234653498]).
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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.