NRX Nurexone Biologic Inc

NurExone Biologic Inc. (TSXV: NRX), (OTCQB: NRXBF), (Germany: J90) (the “Company” or “NurExone”), a biopharmaceutical company developing exosome-based therapies for the multi-billion dollar regenerative medicinei market, is pleased to announce, further to its press release dated September 26, 2024 (the “September 26 Release”), the closing of the final tranche of its previously announced non-brokered private placement (the “Offering”) for gross proceeds of $127,499.90 (“Tranche 2”). In the Offering, the Company raised aggregate gross proceeds of $1,737,647.45 through the issuance of 3,159,359 Units. Capitalized terms not otherwise defined herein have the meanings attributed to them in the September 26 Release.

“We are delighted with the success closing of our Private Placement and deeply appreciate the support and trust from our investors and shareholders. The funds raised will help advance our asset development, support working capital, and cover general corporate purposes,” said Dr. Lior Shaltiel, CEO of NurExone.

Pursuant to Tranche 2, the Company issued 231,818 Units at a price of $0.55 per Unit for gross proceeds of $127,499.90. Each Unit consisted of one Common Share and Warrant. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.70 per Common Share for a period of 36 months, subject to acceleration. If the daily volume weighted average trading price of the Common Shares on the TSXV for any period of 10 consecutive trading days equals or exceeds $1.05, the Company may, upon providing an Acceleration Notice, accelerate the expiry date of the Warrants to a date not less than 30 days following the date of the Acceleration Notice. If the Warrants are not exercised by the applicable accelerated expiry date, the Warrants will expire and be of no further force or effect.

All securities issued under Tranche 2 are subject to receipt of all necessary regulatory approvals, including from the TSXV, and all securities issued thereunder will be subject to a statutory hold period of four months and one day from the closing of the Offering. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

Related Party Transaction

James A. Richardson, a director of the Company, (the “Participating Insider”) participated in the Offering and acquired an aggregate of 50,000 Units. The participation of the Participating Insider in the Offering constitutes a “related party transaction”, as such term is defined in MI 61-101. In completing the Offering, the Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, on the basis that the fair market value of the Participating Insider’s participation in the Offering did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Company filed a material change report on October 7, 2024 announcing the Offering, closing of the initial tranche of the Offering and indicating that the Offering may constitute a “related party transaction”; however, at the time of filing, the participation of the Participating Insider was not known. Further details will be included in a material change report to be filed by the Company.

Corporate Update

In addition, the Company announces that, subject to TSXV approval, the Company has retained the services of Independent Trading Group (“ITG”) and Oak Hill Financial Inc. (“Oak Hill”) to provide market-making, business, and capital markets advisory services to the Company in accordance with TSXV policies.

Independent Trading Group

ITG will trade the Company’s securities on the TSXV and other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the Common Shares. In consideration of the services provided by ITG, the Company will pay ITG a monthly service fee of $5,000. The agreement is for an initial term of one month and renewable thereafter. The agreement may be terminated by either party with 30 days’ notice. There are no performance factors contained in the agreement and ITG will not receive shares or options as compensation. ITG and the Company are unrelated and unaffiliated entities and at the time of the agreement, neither ITG nor its principals have an interest, directly or indirectly, in the securities of the Company.

Oak Hill Financial Inc.

Oak Hill, an arm’s length party to the Company, will provide certain investor relations services to the Company including, without limitation, in relation to providing strategic advice with respect to the Company’s stakeholder communication initiatives and to expand market awareness (the “Services”). Oak Hill will comply with all applicable securities laws and the policies of the TSXV in providing the Services. The Agreement shall be for an initial one-month term, for a monthly fee of $10,000, plus applicable taxes, which may be automatically renewed at the Company’s discretion. No securities of the Company are being granted to Oak Hill under the terms of its engagement and to the knowledge of the Company, neither Oak Hill nor any of its directors, officers or employees currently owns any securities of the Company. The Company may also reimburse Oak Hill for certain expenses incurred in connection with the Services.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

About Independent Trading Group Inc.

Independent Trading Group Inc. is Canada’s only brokerage firm dedicated specifically to professional trading. As Canada’s foremost Market Making Firm, ITG provides Market Making and Liquidity Provider services that are objective and focused. ITG employs real traders and provides real liquidity, with an underlying emphasis on integrity and success

About Oak Hill Financial Inc.

Oak Hill is based in Toronto, Ontario, and specializes in leveraging the most effective investment, growth and exposure strategies for small to mid-size companies through an integrated approach to relationship development and corporate communications.

About NurExone

NurExone Biologic Inc. is a TSXV and OTCQB listed pharmaceutical company that is developing a platform for biologically guided exosome-based therapies to be delivered, non-invasively, to patients who have suffered Central Nervous System injuries. The Company’s first product, ExoPTEN for acute spinal cord injury, was proven to recover motor function in 75% of laboratory rats when administered intranasally. ExoPTEN has been granted Orphan Drug Designation by the FDA. The NurExone platform technology is expected to offer novel solutions to drug companies interested in non-invasive targeted drug delivery for other indications.

For additional information and a brief interview, please watch Who is NurExone?, visit www.nurexone.com or follow NurExone on LinkedIn, Twitter, Facebook, or YouTube.

For more information, please contact:

Dr. Lior ShaltielChief Executive Officer and DirectorPhone: +972-52-4803034Email: info@nurexone.com

Oak Hill Financial Inc.2 Bloor Street, Suite 2900Toronto, Ontario M4W 3E2Investor Relations - CanadaPhone: +1-647-479-5803Email: info@oakhillfinancial.ca

Dr. Eva ReuterInvestor Relations - GermanyPhone: +49-69-1532-5857Email: e.reuter@dr-reuter.eu

Allele Capital PartnersInvestor Relations - USPhone: +1 978-857-5075Email: aeriksen@allelecapital.com

FORWARD-LOOKING STATEMENTS

This press release contains certain “forward-looking statements” that reflect the Company’s current expectations and projections about its future results. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements relating to: the Company receiving all regulatory approvals; the use of proceeds from the Offering; the terms of the engagement of each of ITG and Oak Hill; and the NurExone platform technology offering novel solutions to drug companies interested in non-invasive targeted drug delivery for other indications.

These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. In developing the forward-looking statements in this press release, we have applied several material assumptions, including: the general business and economic conditions of the industries and countries in which we operate; the Company’s drug products having its intended benefits and effects; the Company’s intellectual property and technology being novel and inventive; the intellectual property having the intended impact on the Company and its business; exosomes becoming an ideal and natural choice for drug delivery; the Company making advancements in the manufacturing process of exosomes; exosomes holding immense promise for regenerative medicine; the Company’s production methods continuing to be reliable; the Company will have flexibility in optimizing its exosome production method; exosomes will serve as an excellent, targeted system for drug delivery; the Company will pave the way to regenerative medicine treatments for a variety of clinical indications by the Company and with future collaboration partners; the Company’s ExoPTEN nanodrug being a potential treatment for acute spinal cord injuries and other central nerve system indications; ITG and Oak Hill engagements will not be terminated and each will fulfill their duties under the respective agreements; the engagements will have a positive impact on the Company and its securities; and the NurExone platform technology offering novel solutions to drug companies interested in non-invasive targeted drug delivery for other indications.

Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to risks related to: the Company’s early stage of development; lack of revenues to date; government regulation; market acceptance for its products; rapid technological change; dependence on key personnel; protection of the Company’s intellectual property; dependence on the Company’s strategic partners; the fact that preclinical drug development is uncertain, and the drug product candidates of the Company may never advance to clinical trials; the fact that results of preclinical studies and early-stage clinical trials may not be predictive of the results of later stage clinical trials; the uncertain outcome, cost, and timing of product development activities, preclinical studies and clinical trials of the Company; the uncertain clinical development process, including the risk that clinical trials may not have an effective design or generate positive results; the potential inability to obtain or maintain regulatory approval of the drug product candidates of the Company; the introduction of competing drugs that are safer, more effective or less expensive than, or otherwise superior to, the drug product candidates of the Company; the initiation, conduct, and completion of preclinical studies and clinical trials may be delayed, adversely affected or impacted by unforeseen issues; the potential inability to obtain adequate financing; the potential inability to obtain or maintain intellectual property protection for the drug product candidates of the Company; the NurExone platform technology being unable to offer novel solutions to drug companies; risks that the Company’s intellectual property and technology won’t have the intended impact on the Company and/or its business; the Company’s inability to realize upon partnerships; risk that the exosomes will not become an ideal and/or natural choice for drug delivery; risk that the company will be unable to make advancements in the manufacturing process of exosomes; risk that exosomes will not be a viable option in regenerative medicine; risk that the Company’s production methods will become unreliable; risk that the Company will not have flexibility in optimizing its exosome production method; risk that exosomes will not serve as a targeted system for drug delivery; risk that the Company will be unable to pave the way to regenerative medicine treatments for a variety of clinical indications by the Company and/or with future collaboration partners; risk that the Company’s ExoPTEN nanodrug will not work as a potential treatment for acute spinal cord injuries and/or other central nerve system indications; risk that the NurExone platform technology will be unable to offer novel solutions to drug companies interested in non-invasive targeted drug delivery for other indications; risk that the ITG and/or Oak Hill engagement will not have the intended impact on the Company and/or its securities; and the risks discussed under the heading “Risk Factors” on pages 29 to 36 of the Company’s Annual Information Form dated March 30, 2023, a copy of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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

                                           

i https://www.novaoneadvisor.com/report/us-regenerative-medicine-market