NurExone Announces Voting Results from 2024 Annual Meeting of Shareholders

2024-06-04

孤儿药高管变更

TORONTO and HAIFA, Israel, June 04, 2024 (GLOBE NEWSWIRE) -- NurExone Biologic Inc. (TSXV: NRX), (OTCQB: NRXBF), (Germany: J90) (the “Company” or “NurExone”), a pioneering biopharmaceutical company developing regenerative medicine therapies, is pleased to announce the voting results from its annual general and special meeting of shareholders (“Shareholders”) held on Monday, June 3, 2024 via live webcast (the “Meeting”). Shareholders voted overwhelmingly in favour of each resolution put forth at the Meeting at a passing rate of over 99%.

At the Meeting, there were 41 Shareholders represented in person or by proxy holding 20,329,922 common shares in the capital of the Company (“Common Shares”), representing 30.88% of the Company’s issued and outstanding Common Shares as at the record date for the Meeting, which was 65,830,428 Common Shares.

Each nominee listed in the Company’s management information circular dated April 19, 2024, was elected as a director of the Company. Each director will serve until the next annual meeting of Shareholders or until his or her successor is duly elected or appointed. The results of which were as follows:

NomineeVotes For:Votes Withheld:Number%Number%Yoram Drucker20,295,98699.975,4000.03Lior Shaltiel20,295,98699.975,4000.03Gadi Riesenfeld20,300,18699.991,2000.01James (Jay) Richardson20,295,98699.975,4000.03Oded Orgil20,295,98699.975,4000.03 In addition, at the Meeting, Shareholders: (i) reappointed Ziv Haft, CPA (Isr.), a BDO member firm, as the Company’s auditor for the ensuing year and authorized the board of directors to fix their compensation; (ii) approved an amendment to the Company’s omnibus equity incentive plan (the “Equity Incentive Plan”) to increase the number of Common Shares reserved for issuance to participants to 13,166,085, which represented 20% of the issued and outstanding Common Shares as of the record date; and (iii) authorized a continuance of the Company from the Province of Alberta to the Province of Ontario (the “Continuance”). The results of such votes were as follows:

ResolutionVotes For:Votes Withheld:Votes Against:Number%Number%Number%Reappointment of Auditor20,328,50999.991,4120.010N/AApproval of the Equity Incentive

Plan Amendment20,227,97499.640N/A73,4120.36Approval of the Continuance20,299,38699.990N/A2,0000.01 We thank all of our Shareholders who participated at the Meeting.

Equity Incentive Plan Grants

The Company is also pleased to announce the grant of stock options (each, an “Option”) and restricted share units (each, an “RSU”) pursuant to the Equity Incentive Plan. The Company granted an aggregate of 1,815,900 Options and an aggregate of 2,000,000 RSUs to certain certain officers, directors, employees, and consultants of the Company. Each Option is exercisable to purchase one Common Share at a price of $0.51 per Common Share for a period of ten years; 580,000 Options vest in equal quarterly installments over a one-year period and the remaining 1,235,900 Options vest over a two-year period with 50% vesting on the one-year anniversary and the remaining 50% vesting in equal quarterly installments over the second year.

Each RSU granted vests on the one-year anniversary and upon such vesting will be settled into a Common Share.

Certain Options and RSUs (and any Common Shares issuable upon their exercise and settlement) are subject to the Exchange Hold Period pursuant and as defined in the policies of the TSX Venture Exchange (“TSXV”).

About NurExone Biologic Inc.

NurExone Biologic Inc. is a TSXV 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 noninvasive targeted drug delivery for other indications.

For additional information, please visit www.nurexone.com or follow NurExone on LinkedIn, Twitter, Facebook, or YouTube.

For more information, please contact:

Dr. Lior Shaltiel

Chief Executive Officer and Director

Phone: +972-52-4803034

Email: info@nurexone.com

Thesis Capital Inc.

Investment Relation - Canada

Phone: +1 905-347-5569

Email: IR@nurexone.com

Dr. Eva Reuter

Investment Relation - Germany

Phone: +49-69-1532-5857

Email: e.reuter@dr-reuter.eu

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 NurExone platform technology offering novel solutions to drug companies.

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 general market conditions; the ability to secure additional funding; and the NurExone platform technology will offer novel solutions to drug companies.

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; 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.