NurExone Biologic Announces Corporate Updates including Israel Patent Grant and Private Placement Closing

NurExone Biologic Inc. (TSXV: NRX) (OTCQB: NRXBF) (FSE: J90) (“NurExone” or the “Company”), a pioneering biopharmaceutical company developing exosome-based regenerative therapies, is pleased to provide the following corporate updates.

Israeli Patent Grant Expands Global Jurisdiction

The Israel Patent Office has granted the Company’s Patent, entitled “Production of Extracellular Vesicles from Stem Cells.” This grant aligns with NurExone’s recently announced U.S. Notice of Allowance for the same priority family of applications.

“While our clinical and commercial manufacturing of exosomes will be based in the U.S. through our Exo-Top Inc. subsidiary, expanding jurisdictional coverage further strengthens NurExone’s international intellectual property portfolio,” said Dr. Lior Shaltiel, CEO of NurExone.

Management Participation at U.S. Conferences

Dr. Ina Sarel, Head of CMC, Quality and Regulation, will present on NurExone’s exosome manufacturing platform at the 7th Annual Exosome-Based Therapeutic Development Summit in Boston, MA, a leading international meeting for exosome research and drug development. She will be co-hosting a fireside discussion entitled “Harmonizing the Exosome & Extra-Cellular Vesicle Regulatory Landscape Towards Better Definitions, Practices & Guidelines for Therapeutic Success.

Dr. Lior Shaltiel, CEO, will speak at the Bioprocess International Conference in Boston, MA, one of the largest global gatherings for biomanufacturing innovation. His presentation is entitled “From Antibodies to siRNA-Loaded Exosomes: AbbVie vs. NurExone in Advancing Spinal Cord Injury Treatments”.

These high-profile conferences provide opportunities for NurExone to showcase its proprietary ExoTherapy technology, expand U.S. presence, and engage potential partners and investors.

Private Placement

The Company is also pleased to announce that, subject to TSX Venture Exchange (“TSXV”) approval, it has closed a non-brokered private placement of 930,376 units (“Units”) at a price of C$0.68 per Unit for aggregate gross proceeds of C$632,655.68 (the “Offering”). The Company intends to use the proceeds of the Offering for working capital purposes.

“The completion of this financing provides incremental capital to support our preclinical pipeline and U.S. manufacturing initiatives,” said Eran Ovadya, CFO of NurExone. “It also positions us well as we prepare to accelerate our growth strategy.”

Terms of the Offering

Each Unit consisted of (i) one common share in the capital of the Company (each, a “Common Share”), and (ii) one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.88 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 20 consecutive trading days equals or exceeds C$1.70, the Company may, upon providing written notice to the holders of the Warrants (the “Acceleration Notice”), accelerate the expiry date of the Warrants to the date that is 45 days following the date of the Acceleration Notice. If the Warrants are not exercised by the accelerated expiry date, the Warrants will expire and be of no further force or effect.

Closing of the Offering is subject to receipt of all necessary regulatory approvals, including the TSXV, and all securities issued under the Offering are subject to a statutory hold period of four months and one day from the closing of the Offering.

Related Party Transaction

Jay Richardson, a director of the Company, participated in the Offering and acquired 24,854 Units. The participation of Mr. Richardson in the Offering constituted a “related party transaction” and such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”) and would have required the Company to receive minority shareholder approval for and obtain a formal valuation for the subject matter of the Offering in accordance with MI 61-101, prior to the completion of the Offering. However, in completing the Offering, the Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of Mr. Richardson’s participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involved insiders, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).

The Offering was approved by the members of the board of directors of the Company who are independent for the purposes of the Offering insofar as it involved Mr. Richardson. No special committee was established in connection with the Offering.

Further details will be included in a material change report to be filed by the Company. The Company did not file a material change report more than 21 days before the closing date of the Offering as Mr. Richardson’s subscription was not known until closing and the subscribers requested to close the Offering in an expeditious manner. In the Company's view, the shorter period was necessary to permit the Company to close the Offering in a timeframe consistent with usual market practice for transactions of this nature and was reasonable in the circumstances.

For more information, please contact:

Dr. Lior Shaltiel
Chief Executive Officer and Director
Phone: +972-52-4803034
Email: info@nurexone.com