Neural Therapeutics Announces Amendment to SIO Agreement, Concurrent Financing Terms, Shareholder Meeting Date and RSU Grant

Executive Summary

• Neural Therapeutics entered into a second amendment to its Strategic Investment and Option Agreement, revising the previously announced concurrent financing from an equity private placement to a non‑brokered private placement of unsecured convertible debentures for up to $1,000,000.
• The annual and special shareholders’ meeting has been rescheduled to May 25 2026, with all matters unchanged (including approval of the Series B Transactions).
• An aggregate of 1,800,000 restricted share units (RSUs) were granted to directors and officers, vesting immediately and expiring on December 31 2029.

Key Details

• Financing Structure Change
• Original structure: equity private placement of units of CWE Newco B.
• Amended structure: direct non‑brokered private placement of unsecured convertible debentures (“CWE Debentures”).
• Gross proceeds: up to $1,000,000 (or other amount determined by CWE).
• Interest rate: 9.0 % per annum, simple, non‑compounding, payable quarterly in cash.
• Maturity: 24 months from issuance, with optional early conversion or repayment.
• Conversion price: $0.12 per share (post‑consolidation).
• Upon completion of the Series B Transactions, CWE Debentures will be exchanged one‑for‑one for equivalent debentures of the Resulting Issuer on substantially the same terms.

• The Resulting Issuer may prepay without penalty and may force conversion if its shares trade at or above $0.20 for ten consecutive days.

• Regulatory Conditions

• Subject to statutory hold periods under Canadian securities laws.

• Requires approval of the Canadian Securities Exchange and satisfaction of applicable listing requirements.

• Shareholder Meeting Rescheduling

• New meeting date: May 25 2026 (annual and special meeting).
• Record date updated; revised notice filed.
• Agenda unchanged – includes approval of Series B Transactions and related matters.

• Management information circular to be filed and mailed per regulatory timelines, available on SEDAR+.

• Restricted Share Unit Grant

• Total RSUs granted: 1,800,000 to directors and officers under the equity incentive plan.
• Vesting: immediate; expiration: December 31 2029.
• Settlement: immediate upon vesting – each RSU convertible into one common share of Neural Therapeutics.

Notable Quotes

• Ian Campbell, CEO: “The amendment to our financing structure provides greater flexibility and aligns with our long‑term capital strategy while we continue advancing the Series B Transactions.”

Materiality Assessment: Material – Positive (the financing amendment and RSU grant represent significant capital‑structure actions that are likely to affect shareholders and the company’s growth trajectory).