Neural Therapeutics Announces Filing and Mailing of Meeting Materials for Annual and Special Meeting to Approve Series B Transactions with CWE

Toronto, Ontario--(Newsfile Corp. - May 1, 2026) - Neural Therapeutics Inc. (CSE: NURL) (FSE: HANF) ("Neural" or the "Company"), an ethnobotanical drug discovery company focused on developing therapeutic solutions for mental health conditions related to substance use disorders, announces that it has filed on SEDAR+ and completed the mailing of its notice of annual and special meeting, management information circular and related meeting materials (collectively, the "Meeting Materials") in connection with the Company's annual and special meeting of shareholders (the "Meeting"), to be held on May 25, 2026 at 10:00 a.m. (Toronto time).

On August 12, 2025, Neural acquired a 30.75% ownership interest in CWE, providing Neural with indirect exposure to the operations of CWE European Holdings Inc. ("CWE") (see Neural press releases dated August 13, 2025 and May 28, 2025). The Meeting Materials are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.neuraltherapeutics.ca.

The Meeting Materials have been distributed to shareholders in accordance with applicable securities laws and the Company's notice-and-access procedures. Shareholders are encouraged to review the Meeting Materials in full before voting.

At the Meeting, shareholders will be asked to consider and, if deemed advisable, approve a number of matters, including:
  • the acquisition by Neural of the remaining 69.25% equity interest in CWE not already owned by the Company and the ancillary transactions relating thereto (the "Series B Transactions");
  • a consolidation of the Company's common shares on the basis of one (1) post-consolidation common share for every four (4) pre-consolidation common shares;
  • a change of name of the Company to "Hanf.com Inc." or such other name as may be approved by the board of directors and the Canadian Securities Exchange;
  • the election of directors;
  • the appointment of auditors; and
  • the approval or ratification of the Company's equity incentive plans,
all as more particularly described in the Meeting Materials.

If completed, the acquisition of the remaining interest in CWE would constitute a Fundamental Change under the policies of the Canadian Securities Exchange. Upon completion of the Series B Transactions, Neural will hold a 100% indirect interest in CWE. The board of directors of the Company has determined that the matters being presented to shareholders are in the best interests of the Company and recommends that shareholders vote FOR the applicable resolutions.

Registered and beneficial shareholders who require assistance in obtaining copies of the Meeting Materials or voting their shares should contact the Company's transfer agent, Odyssey Trust Company, at www.odysseycontact.com.

Your vote is important, regardless of the number of shares you hold. Shareholders are encouraged to vote well in advance of the applicable proxy voting deadline by following the instructions set out in the Meeting Materials.

Neural shareholders and other interested persons who are unable or not permitted to attend the Meeting in person will have the opportunity to listen to a live audio webcast of the Meeting at 10:00 a.m. (Toronto time) on May 25, 2026, which may be accessed by Zoom Webinar using the following details:

Link: https://zoom.us/j/98620551372?pwd=pbJPiyuA2TRJaDUylACGQCnGVJsj1S.1
Toll-Free Dial-In USA and Canada: (647) 558-0588 or (669) 444-9171
Meeting ID: 986 2055 1372; Participant Code: 825214

The webcast will be listen-only, and shareholders will not be able to vote, speak at or otherwise participate in the Meeting through the webinar. Neural shareholders will not be able to vote through the conference line or webinar, but will be able to ask questions of management following the formal conclusion of the Meeting. Should there be any additional changes to the Meeting, updates will be posted on Neural's website and/or announced by press release.

About Neural Therapeutics Inc.

Neural Therapeutics is a leader in ethnobotanical drug discovery focused on developing therapeutic drugs for mental health conditions related to substance use disorders, including alcohol and opioid dependence. The Company's innovative drug development strategy involves the use of sub-hallucinogenic doses of mescaline extract, with the objective of 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 and hemp retailer in Germany operating under the Hanf.com brand, pursuant to which Neural may acquire up to 100% of CWE through a multi-stage transaction. The transaction is intended to expand Neural's commercial footprint in Europe while preserving its core focus on drug discovery and mental health innovation.

On August 12, 2025, Neural and CWE completed the first stage of the transaction, pursuant to which Neural acquired a 30.75% ownership interest in CWE. Neural and CWE continue to work collaboratively toward subsequent stages of the transaction, and Neural will provide updates as material developments occur.

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

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws, including statements regarding the proposed acquisition by Neural of the remaining equity interest in CWE, the Series B Transactions, the proposed share consolidation and name change, the anticipated timing and conduct of the Meeting, receipt of shareholder, regulatory and stock exchange approvals, and the expected strategic benefits of the transaction.

Forward-looking information is based on management's current expectations, assumptions and beliefs, including assumptions regarding the receipt of required approvals, satisfaction of closing conditions, completion of required filings and the continued operation of CWE's business. Forward-looking information is subject to risks and uncertainties, including the risk that required shareholder, regulatory or stock exchange approvals are not obtained, closing conditions are not satisfied, the Series B Transactions are not completed on the proposed terms or at all, changes in applicable laws or stock exchange policies, risks relating to the German CBD and hemp regulatory environment, financing and market conditions, and general economic and business risks. Actual results may differ materially from those expressed or implied by such forward-looking information.

Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and Neural undertakes no obligation to update or revise such information except as required by applicable law.

Neither the Canadian Securities Exchange nor its Regulation Services Provider, as defined in the policies of the CSE, accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or applicable U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.


To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295427



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