NRX Nurexone Biologic Inc

NurExone Biologic Inc. (TSXV: NRX), (OTCQB: NRXBF), (Germany: J90) (“NurExone” or the “Company”), a developer of exosome-based therapies for regenerative medicine, is pleased to announce that, subject to TSX Venture Exchange (“TSXV”) approval, it has closed a non-brokered private placement of 856,996 units (“Units”) at a price of C$0.56 per Unit for aggregate gross proceeds of C$479,917.76 (the “Offering”). The Company intends to use the proceeds of the Offering for working capital purposes.

In addition, the Company is pleased to announce that, further to its press release dated August 28, 2023 (the “August 28, 2023 Release”), the Company has received gross proceeds of C$727,755.04 through the exercise of 2,140,456 Class A Warrants at a price of C$0.34 per Class A Warrant issued in the first tranche of the non-brokered private placement of the Company which closed on August 25, 2023 (the “August 2023 Offering”). Capitalized terms not otherwise defined herein have the meanings attributed to them in the August 28, 2023 Release.

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 Common Share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share at a price of C$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 20 consecutive trading days equals or exceeds C$1.75, 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. In addition, following the date of the issuance of the Warrants, if the Company lists the Common Shares to a nationally recognized stock exchange in the United States, the Company may upon providing an 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 applicable accelerated expiry dates, 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 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.

Warrant Exercises

Following the Company providing the outstanding Class A Warrant holders an acceleration notice on December 17, 2024 that the Class A Warrant acceleration trigger was met, when the daily volume weighted average trading price of the Common Shares on the TSXV equalled or exceeded C$0.69 for a period of 20 consecutive trading days, 2,140,456 Class A Warrants were exercised at a price of $0.34 per Class A Warrant, providing the Company C$727,755.04 in gross proceeds. The effect of such exercises, along with the prior exercise of 181,818 Class A Warrant back in March 2024, resulted in all Class A Warrants issued in the August 2023 Offering being exercised.

Statements from the CEO and CFO

Eran Ovadya, NurExone’s CFO, expressed: “we sincerely appreciate the trust our investors have placed in us. The warrant exercises and private placement have generated slightly more than C$1.2 million, providing essential support for our mission.”

Dr. Lior Shaltiel, NurExone’s CEO, added: “the successful fundraising efforts demonstrate confidence in NurExone’s vision and strategy. These funds will allow us to accelerate our R&D activities and drive forward key collaborations. Additionally, we are pleased to welcome Dr. Tali Kizhner as our new Director of Research and Development (“R&D”). Her outstanding expertise in biologics and proven leadership in advancing therapeutic programs will be invaluable as we prepare to move to clinical trials and achieve our next set of milestones.”

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.

Director of R&D Appointment

The Company has appointed Dr. Tali Kizhner as its new Director of R&D, reinforcing the Company’s leadership as it advances toward clinical trials. With over 15 years of R&D and chemistry, manufacturing and controls expertise, Dr. Kizhner has led groundbreaking initiatives in therapeutic protein development and dietary supplements. She joins NurExone from Biond Biologics, where she specialized in intracellular delivery of biologics, and previously led global R&D efforts at International Flavors & Fragrances. At Protalix Biotherapeutics, she played a pivotal role in developing biologics, including FDA- and EMEA-approved treatments for Fabry disease. Dr. Kizhner, who holds a Ph.D. in Biotechnology and Food Engineering from the Technion – Israel Institute of Technology, brings expertise and leadership to guide NurExone’s promising therapies through the upcoming stages of development and approvals.

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, minimally invasive, 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 and European agency, European Medicines Agency. The NurExone platform technology is expected to offer novel solutions to drug companies interested in minimally 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 completing the Offering on the terms indicated herein; the Company receiving all regulatory approvals; the use of proceeds from the Offering; the Company advancing towards clinical trials; Dr. Kizhner’s role within the Company; and the NurExone platform technology offering novel solutions to drug companies interested in minimally 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 Company realizing on the benefits of exosomes; the Company will produce and supply exosomes for a wide range of applications; the ability of the Company’s products to be used for patient treatment; the Company fulfilling its intended future plans and expectations; there being growing clinical demand for innovative treatments in spinal cord, optic nerve, and other therapeutic areas; the Company carrying out its pre-clinical trials and realizing upon the benefits of the pre-clinical trials; the Company’s realizing upon the potential for exosome-loaded drugs in regenerating or repairing damaged nerves; the Company maintaining its ongoing commitment to using its ExoTherapy platform to advance the field of regenerative medicine and cell therapy applications; the Company will complete the Offering on the terms indicated herein; the Company will receive all regulatory approvals; the Company will use the proceeds from the Offering as outlined herein; the Company will advance to the clinical trial stage; Dr. Kizhner will be the director of R&D and provide the services as set out herein; and the NurExone platform technology will offer novel solutions to drug companies interested in minimally 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, including Dr. Kizhner; 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 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 inability to obtain adequate financing; the inability to obtain or maintain intellectual property protection for the drug product candidates of the Company; 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 carry out its pre-clinical trials and realize upon the stated benefits of the pre-clinical trials; the inability of the Company to realize on the benefits of exosomes; the inability of the Company to produce and/or supply exosomes for a wide range of applications; the inability of the Company’s products to be used for patient treatment; there not being broader adoption in the field and/or cell therapy applications; the inability of the Company to fulfill its intended future plans and expectations; there not being growing clinical demand for innovative treatments in spinal cord, optic nerve, and/or other therapeutic areas; the inability of the Company to collaborate with pharma companies; the Company’s inability to realize upon the stated potential for exosome-loaded drugs in regenerating or repairing damaged nerves; the Company’s inability to maintain its ongoing commitment to using its ExoTherapy platform to advance the field of regenerative medicine and/or cell therapy applications; the Company’s inability to expand into further studies; the Company’s inability to complete the Offering on the terms indicated herein or at all; the Company will not receive all required regulatory approvals; the Company will not use the proceeds from the Offering as outlined herein; the NurExone platform technology not offering novel solutions to drug companies interested in minimally invasive targeted drug delivery for other indications; and the risks discussed under the heading “Risk Factors” on pages 44 to 51 of the Company’s Annual Information Form dated August 27, 2024, 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.