Vaxil Announces Close of Previously Announced Non-Brokered Private Placement and Update on Board of Directors

Not for distribution by US newswire or in United States

TORONTO, Dec. 04, 2025 (GLOBE NEWSWIRE) — VAXIL BIO LTD. (“Vaxil” or the “Company”) (TSX VENTURE: VXL), is pleased to announce that the Company completed its previously announced non-brokered private placement (see press release dated November 24, 2025) for gross proceeds of $140,000 (the “Private Placement“). Investors in the Private Placement subscribed for 1,244,441 units (“Units“) at a price of $0.1125 per Unit. Each Unit consisted of one common share in the capital of the Company (“Common Share“) and one Common Share purchase warrant (“Warrant“), with each Warrant being exercisable, at any time prior to December 2, 2030, to acquire one additional Common Share (each a “Warrant Share“) at an exercise price of $0.15 per Warrant Share.

In accordance with applicable Canadian securities law, the securities issued pursuant to the Private Placement are subject to a four month and one day hold period expiring on April 3, 2026. Additionally, in connection with the Private Placement, Vaxil compensated certain finders by payment of finders’ fees in the aggregate amount of $11,200 and the issuance of an aggregate of 99,555 finders’ warrants (“Finders’ Warrants”). The Finders’ Warrants have identical terms to those of the Warrants.

Net proceeds from the Private Placement are presently expected to be used to continue to actively explore other strategic options beyond the health care sector for maximizing shareholder value.

The Company announces that Mr. Ari Kellen and Mr. Shawn Langer have resigned from the Company’s Board of Directors, effective immediately. Also effective immediately, the Company announces the appointment of Mr. Simon Igelman to the Company’s board.

Mr. Igelman is a corporate transactional lawyer. His practice focuses on corporate finance and mergers and acquisitions, as well as providing advice on structured finance and capital markets mandates. Mr. Igelman has represented private and public companies on a variety of transactions, including private placements of equity and debt securities, securitizations in a variety of asset classes, public and private acquisitions and general corporate and commercial law matters.

“On behalf of the Board of Directors of Vaxil, I would like to thank Mr. Kellen and Mr. Langer for their invaluable contributions during their tenure as directors of the Company. We appreciate their dedication and service, and we wish them every success in their future endeavours,” said Gadi Levin, Chairman of Vaxil. He continued, “We are pleased to welcome Mr. Igelman to the Board and look forward to working with him as we pursue new strategic opportunities for the benefit of our shareholders.”

ABOUT VAXIL

Vaxil was an immunotherapy biotech company focused on targeting prominent cancer markers and infectious diseases. Its lead product was ImMucin™ for which it had received orphan drug status from the FDA and EMA. The Company is presently evaluating the pursuit other business, which may or may not be in the biotechnology industry, in order to enhance shareholder value.

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

Disclaimer: The TSX Venture Exchange Inc. has in no way passed upon the merits of the Company and has neither approved nor disapproved the contents of this press release. This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors – including the availability of funds, the results of financing efforts, the results of exploration activities — that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s documents filed from time to time on SEDAR (see www.sedarplus.ca). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States or elsewhere. These securities have not been, and will not be, registered in the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

Contact Information

For further information please visit https://vaxil-bio.com/ or contact:

Gadi Levin, CEO
info@vaxil-bio.com
647-558-5564