Ian Campbell, CEO of Neural commented: "We are very pleased to finalize an agreement with Hanf.com. This is an important milestone in our strategy to build our asset base by making an investment into a revenue-generating and profitable health and wellness business. As we continue to advance our pharmaceutical and nutraceutical research and development programs, we expect that our partnership with Hanf.com will be a key aspect of long-term value creation."
Ronnie Jaegermann, CEO of CWE, commented: "We are glad to have reached this milestone with Neural. The proposed investment is expected to provide CWE with much needed visibility in the public markets, especially during a time of rapid growth in the European CBD and cannabis markets. As we continue to execute our growth-through-franchising strategy we look forward to working with Neural as we achieve new heights."
Strategic Rationale and Overview of Hanf.com
The proposed investment is expected to bring together Neural's R&D and intellectual property in psychedelics and botanicals with Hanf.com's high-traffic retail and digital distribution network across Germany- one of the largest cannabinoid markets in Europe. The transactions contemplated by the SIO Agreement, if completed, will mark a transformative milestone for Neural as it diversifies its business through a strategic investment into a revenue-generating business with a pulse in a key European wellness market, while maintaining its core focus on psychedelic drug discovery and nutraceutical product development. The investment is also expected to provide Neural with valuable real-time consumer behavior data, enabling the company to iterate and refine its nutraceutical offerings more effectively.
Hanf.com enters this agreement with Neural with a solid financial base and demonstrated operational scale. Hanf.com operates 14 retail stores across Germany, supported by a growing e-commerce platform generating approximately €40,000 in monthly direct-to-consumer sales. In addition, its wholesale operations, which serve over 40 independent retailers and kiosks, contribute roughly €100,000 in monthly B2B revenue.
Across all channels, Hanf.com has estimated fiscal 2024 revenues total approximately CAD $7.1 million with an estimated net income margin of approximately 13% (unaudited figures, based on preliminary estimates). Management expects revenue growth to continue in 2025, driven by continued retail expansion and increasing franchise contributions. Hanf.com's established footprint of retail stores owned and franchised across Germany and a high-performing e-commerce platform would give Neural potential access to a ready-made distribution engine for consumer wellness products.
For Hanf.com, Neural brings validated formulations, proprietary extraction techniques, and an experienced team of scientists and medical advisors - resources that will enhance Hanf.com's ability to launch differentiated wellness products in a competitive and fast-evolving market. Neural's leadership in botanical therapeutics aligns with Hanf.com's vision of becoming more than just a retailer, evolving into a vertically integrated wellness brand. Through this proposed alliance, Hanf.com could introduce its customer base to novel, clinically grounded supplements and natural therapies, thereby expanding basket size and brand loyalty.
Management believes that together, Neural and Hanf.com could form a cross-continental, science-driven wellness platform with the capability to lead the next wave of cannabinoid and psychedelic innovation in both consumer and regulated therapeutic markets.
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Overview of CWE Transaction
Further to the Neural press release dated October 3, 2024, the letter of intent between CWE and Neural (the "LOI") stipulated a series of transactions whereby Neural would have an option to acquire an equity interest in CWE. The SIO Agreement replaces the LOI in its entirety and sets definitive terms for the CWE Transactions. The commercial terms remain substantially similar to those stipulated in the LOI, with further details set out below. Under the terms of the SIO Agreement, Neural has been granted a two-part investment option to acquire up to 100% of the issued and outstanding shares of CWE through a series of statutory amalgamations under the Business Corporations Act (Ontario). Assuming that the conditions to closing are satisfied, the CWE Transactions will proceed in two stages: (i) an initial acquisition of a minority 30.61% equity interest in CWE (the "Series A Option"), and (ii) a subsequent acquisition of the remaining 69.39% equity interest in CWE (the "Series B Option"). No finders' fees are payable in connection with the transactions stipulated pursuant to the SIO Agreement.
A copy of the SIO Agreement has been filed on Neural's issuer profile on SEDAR+ at www.sedarplus.ca, and a summary of the material terms is provided below.
Series A Option
The Series A Option, involves the combination of CWE Newco A (an entity to be formed that will hold 30.61% of the outstanding shares of CWE ("CWE Shares") and which will be owned by certain former CWE shareholders) and Neural Subco A (an entity to be formed and 100% owned by Neural) through a statutory three-cornered amalgamation ("Amalgamation A"), resulting in a new wholly-owned subsidiary ("Amalco A") of Neural. In connection with Amalgamation A, Neural will issue 80,000,000 common shares in the capital of Neural ("Neural Shares") at a deemed price of $0.05 per Neural Share to the holders of Neural Subco A, based on an exchange ratio of 4 Neural Shares for each 1 CWE Share held by CWE Newco A. Following the completion of Amalgamation A, Neural will hold an indirect 30.61% equity interest in CWE through Amalco A. Completion of Amalgamation A is subject to the satisfaction of a number of conditions, including but not limited to the following:
CWE completing a series of share exchange transactions ("CWE Reorganization"), which are subject to approval by CWE shareholders ("CWE Shareholders"), whereby such CWE Shareholders will exchange their CWE Shares for shares three newly formed entities ("CWE Newcos" and each a "CWE Newco") for the purpose of completing the CWE Transactions set out in the SIO Agreement;
Completion of due diligence by each of Neural and CWE to their respective satisfaction, including receipt of satisfactory financial statements and corporate records;
Approval of the Canadian Securities Exchange ("CSE") to complete the transactions stipulated by the exercise of Series A Option; and
Other customary conditions such as receipt of certificates, absence of material adverse changes, securing requisite approvals under applicable corporate and securities laws, and the representations and warranties made by each of the parties in the SIO Agreement being true in all material respects at closing of Amalgamation A.
Issuance of the Neural Shares pursuant to the exercise of the Series A Option will not constitute a Fundamental Change[1] (as such term is defined in the CSE policies) due to:
a) the number of Neural Shares to be issued as consideration for Amalgamation A not exceeding the number of Neural Shares issued and outstanding immediately prior to Amalgamation A;
b) new holders of Neural Shares not holding greater than 50% of the voting securities of Neural;
c) no changes in the board or management of Neural are expected to occur in connection with Amalgamation A;
d) no new Control Person1 will be created as a result of Amalgamation A; and
e) no change in voting control of Neural will occur as a result of Amalgamation A.
CWE and Neural are arm's length parties and none of the Neural Shares to be issued in connection with Amalgamation A will be issued to Neural's Related Persons1 and Amalgamation A is not considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Following the completion of Amalgamation A, Neural does not anticipate any material changes to its current business operations or strategic direction. Neural will continue to advance its ethnobotanical drug discovery programs, including recently announced progress on its intellectual property portfolio (see Neural press release dated April 14, 2025) and permitting progress in Peru (see Neural press release dated May 9, 2025).
As completion of Amalgamation A remains subject to the satisfaction or waiver of various conditions, there can be no assurance that Amalgamation A will be completed on the terms contemplated or at all. If completed, Amalgamation A may subject Neural to additional continuous disclosure obligations and regulatory requirements, including ongoing financial reporting obligations in respect of the business acquired. If Neural is not able to meet such requirements it may result in adverse effects on the Company.
Series B Option
Following the completion of Amalgamation A, Neural will have the right, but not the obligation, to exercise the Series B Option, which involves delivering to CWE a notice of Neural's intention to proceed with Amalgamations B and C ("Series B Transactions"). The Series B Transactions will be effected through a sequence of statutory three-cornered amalgamations involving CWE Newco B and CWE Newco C (which will, following the completion of the CWE Reorganization, hold 31.02% and 38.36% of the issued and outstanding CWE Shares, respectively) and Neural's wholly owned subsidiaries, Neural Subco B and Neural Subco C.
As consideration for the Series B Transactions, Neural will issue an aggregate of 173,271,572 Neural Shares, of which:
CWE Newco B shareholders will receive four Neural Shares for each CWE Newco B share held, or an aggregate of 81,087,629 Neural Shares at a deemed issue price per Neural Share equal to the greater of: a) $0.05; and b) the price that equal to the Maximum Permitted Discount[2] ("Share Issuance Price"); and
CWE Newco C shareholders will receive 3.677309 Neural Shares for every CWE Newco C shares held, or an aggregate of 92,183,943 Neural Shares at a deemed issue price equal to the Share Issuance Price.
In addition, holders of previously issued common share purchase warrants of CWE ("CWE Prior Warrants") will receive four common share purchase warrants of Neural ("Neural Compensation Warrants") in exchange for each CWE Prior Warrant, or an aggregate of 130,136,888 Neural Compensation Warrants, exercisable into Neural Shares at a price of $0.14 per Neural Share until April 7, 2027.
The Series B Option may only be exercised after the completion of Amalgamation A and is subject to the satisfaction or waiver of a number of conditions, including but not limited to the following:
Approval by the board of directors of Neural to proceed with the Series B Transactions;
Completion of the CWE Reorganization;
Receipt of all required consents and approvals, including approval of Neural Shareholders if required under applicable corporate law and the policies of the CSE;
Completion of satisfactory due diligence and financial statement delivery by CWE, as outlined in the SIO Agreement;
Neural arranging for a transfer of an aggregate of 8,089,321 Neural Shares to the shareholders of CWE Newco C in accordance with the terms of the SIO Agreement, aimed at equalizing the total aggregate consideration received by the shareholders of CWE Newco C with those of former shareholders of CWE Newco A and CWE Newco B.
CSE confirmation that the Series B Transactions may proceed, including any applicable escrow or resale restrictions; and
Other customary conditions such as the absence of material adverse changes and the continued truth of representations and warranties made by each of the parties at closing of the Series B Transactions.
Upon and as a condition of completion of the Series B Transactions, Neural intends to (i) change its corporate name to "Hanf.com Inc." or such other name as may be approved by the board and the applicable regulatory authorities; (ii) consolidate its share capital on a 4-for-1 basis (the "Neural Consolidation"); and (iii) reconstitute its board of directors to include appointees from both parties as previously agreed upon by each of Neural and CWE in the LOI (the "Neural Director Appointments").
Upon completion of the Series B Transactions, it is anticipated that Neural will, subject to CSE approval and confirmation from former CWE shareholders representing the CWE Newcos, reconstitute its board of directors and senior officers as follows, with four directors to be appointed by CWE and one by Neural, and subject to at least three directors meeting the independence criteria under NI 52-110 - Audit Committees.
Completion of the Series B Option, if exercised, will constitute a Fundamental Change[3] under the policies of the CSE, and is subject to additional regulatory requirements, including preparation and filing of a comprehensive listing statement.
If completed, Neural does not expect that the transactions underlying the exercise of Series B Option, will involve any parties considered "related parties" of Neural under MI 61-101 immediately prior to such transactions. Neural will evaluate the requirements under MI 61-101 at the time the Series B Option is considered for exercise and complete any applicable disclosure and approval processes required under applicable securities laws.
There can be no assurance that Neural will proceed with or complete the Series B Transactions, or that all conditions to complete the Series B Transactions will be satisfied or waived in a timely manner or at all. If completed, the Series B Transactions may subject Neural to additional continuous disclosure obligations and regulatory requirements, including ongoing financial reporting obligations in respect of the business acquired. If Neural is not able to meet such requirements it may result in adverse effects on the Company.
Other Material Provisions of the SIO Agreement
The SIO Agreement contains several additional material provisions, including:
CWE has confirmed that it and its subsidiaries are, and will be at the closing date of each of Amalgamation A and the Series B Transactions, in material compliance with applicable German laws and regulations relevant to their operations, including those governing the manufacture, sale, and distribution of controlled substances; the licensing and regulation of medical products; and the oversight of food safety and consumer protection standards in Germany.
As of the date of the SIO Agreement, CWE has 65,340,211 CWE Shares issued and outstanding.
CWE has provided a financial statement undertaking pursuant to the SIO Agreement committing to deliver audited consolidated financial statements for the fiscal years ending December 31 2024 and 2023, unaudited interim statements for the three months ending March 31, 2025, auditor reviewed statements for the period ending July 31, 2025, and subsequent quarterly financial updates post-Amalgamation A. CWE has also agreed to provide supporting documentation to facilitate Neural's fair value allocation and internal reporting requirements.
Neural Shares issued pursuant to Amalgamation A and the Series B Transactions will be issued under exemptions available under NI 45-106 - Prospectus Exemptions and will not be subject to resale restrictions under NI 45-102 - Resale of Securities or CSE policies and will not bear restrictive legends, except for any securities subject to applicable escrow provisions of NP 46-201 - Escrow for Initial Public Offerings.
Neural Shares issued pursuant to the Series B Transactions will be issued under exemptions available under NI 45-106 - Prospectus Exemptions, will not be subject to resale restrictions under NI 45-102 - Resale of Securities or CSE policies and will not bear restrictive legends, except for any securities subject to applicable escrow provisions of NP 46-201 - Escrow for Initial Public Offerings.
CWE has agreed to prepare and deliver all required documentation to its shareholders in accordance with applicable laws to approve the transactions contemplated in the SIO Agreement, including the CWE Reorganization and the execution of share exchange agreements and related documents necessary to complete each of Amalgamation A and the Series B Transactions, by legally permissible means.
The SIO Agreement includes a put option mechanism in favour of Neural (the "Put Option") to protect its interests in the event that required financial disclosure obligations or other conditions are not met following the completion of Amalgamation A. If CWE fails to deliver the requisite financial statements or satisfy certain post-closing obligations, Neural may elect to unwind Amalgamation A by exercising the Put Option within a specified timeframe. Upon exercise, CWE will issue to Neural a secured convertible promissory note in the principal amount equal to the value of the Neural Shares issued in Amalgamation A, secured by a general security agreement over the assets of CWE and be convertible into CWE Shares at a pre-agreed valuation. The Put Option is designed to provide Neural with a contractual remedy in lieu of a formal rescission process, while preserving its ability to re-engage in a potential acquisition of CWE if the deficiencies are subsequently cured.
About Neural Therapeutics
Neural Therapeutics is a leader in ethnobotanical drug discovery, focusing on the development of therapeutic drugs for mental illnesses related to substance use disorders, including alcohol and opioid dependence. The Company's innovative approach to drug development involves the strategic use of sub-hallucinogenic doses of mescaline extract, enhancing safety and scalability while maintaining therapeutic efficacy.
On May 26, 2025, Neural entered into a Strategic Investment and Option Agreement with CWE European Holdings Inc., a leading CBD hemp retailer in Germany operating under the brand Hanf.com, to acquire up to 100% of CWE through a multi-stage transaction. The transaction to acquire CWE, if completed, is expected to expand Neural's commercial footprint in Europe while maintaining its core commitment to drug discovery and mental health innovation.
For further inquiries, please contact:
Neural Therapeutics Inc.
Ian Campbell, CEO
E: icampbell@neuraltherapeutics.ca
T: +1 (647) 697-NURL (6875)
Marc Lakmaaker
E: mlakmaaker@gmail.com
T: +1.647.289.6640
CAUTIONARY DISCLAIMER STATEMENT
No securities regulatory authority has reviewed or accepted responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements ("FLS") relating to the outlook for psychedelic markets and related industries, the achievement, and the timing of, certain development milestones and the successful execution of Neural's business strategy, , Neural's expectations regarding diversification into consumer wellness markets while maintaining its focus on psychedelic and ethnobotanical drug discovery; projected financial performance and growth of Hanf.com; the completion, structure, and timing and ability of completing the transactions contemplated under the SIO Agreement (including Amalgamation A and the Series B Transactions and receipt of all regulatory and shareholder approvals in connection therewith); the anticipated composition of Neural's future board and management team; the anticipated value creation associated with the proposed transactions; the plans for the combined entity and the ability to maintain Neural's CSE listing and the reporting issuer status in good standing. FLS are often identified by terms such as "will", "may", "should", "anticipate", "expect", "plan" and similar expressions. These statements are not statements of historical fact, but rather predictions about future events, which are inherently subject to risks and uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Key factors that could cause actual results to differ materially from the Company's expectations include the ability to satisfy the conditions to complete Amalgamation A and the Series B Transactions; if such transactions are completed, the ability to execute on the proposed business plans for the entity; the inability to raise sufficient funds to execute Neural's business plan; failure to satisfy the conditions imposed by relevant regulators, regulatory restrictions and approvals related to psychedelic-based drug research and development, unforeseen delays in securing intellectual property protections, changes in government regulations and policies impacting Neural's operations; and general economic, market, or industry conditions. Readers are cautioned that assumptions used in preparing any forward-looking information may prove to be incorrect. Future events or circumstances could cause actual results to differ materially from those projected due to numerous known and unknown risks, uncertainties, and other factors, many of which are beyond Neural's control. Reader should not place undue reliance on any forward-looking information. Although management considers such information to be reasonable at the time of preparation, may prove to be incorrect and actual outcomes may differ significantly. FLS contained in this news release are expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date hereof and is subject to change. The Company expressly disclaims any intention or obligation to update or revise such statements. A description of additional risk factors that may cause actual results to differ materially from FLS in Neural's disclosure documents posted on www.sedarplus.ca.
The securities of Neural have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws. The securities may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons" (as defined in Regulation S under the U.S. Securities Act), unless registered or exempt from registration under the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy Neural's securities in the United States or any other jurisdiction where such an offer or sale would be unlawful.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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[2] As such term is defined in the CSE Policies.
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