NRX Nurexone Biologic Inc

NurExone Biologic Inc. (TSXV: NRX), (OTCQB: NRXBF), (Germany: J90) (the “Company” or “NurExone”), a biopharmaceutical company developing exosome-based therapies for the multi-billion dollar regenerative medicinei market, is pleased to announce a non-brokered private placement of up to 3,636,363 units (“Units”) at a price of $0.55 per Unit for aggregate gross proceeds of up to $2,000,000 (the “Offering”) and will, on acceptance of the TSX Venture Exchange (“TSXV”), close on a first tranche of the Offering for gross proceeds of $1,610,147.55. The Company intends to use the proceeds of the Offering for working capital purposes.

Dr. Lior Shaltiel, Chief Executive Officer of the Company noted that, “we appreciate the continued support of our existing shareholders, who recognize the milestones we’ve achieved as we advance toward the use of loaded exosomes as regenerative therapy for the multi-billion-dollar markets of acute spinal cord injuries and optic nerve damage. Their participation in the Offering reflects confidence in our strategic direction and long-term growth potential, as we move ahead on the path to our clinical and commercial goals.”

Each Unit will consist 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 will entitle the holder thereof to purchase one Common Share at a price of $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 10 consecutive trading days equals or exceeds $1.05, the Company may, upon providing written notice to the holders of the Warrants (the “Acceleration Notice”), accelerate the expiry date of the Warrants to a date not less than 30 days following the date of the Acceleration Notice. If the Warrants are not exercised by the applicable accelerated expiry date, 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 thereunder will be subject to a statutory hold period of four months and one day from the closing of the Offering.

Related Party Transaction

The Offering may constitute a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (“MI 61-101”) as certain insiders of the Company may subscribe in the Offering, and would require the Company to receive minority shareholder approval for, and obtain a formal valuation for the subject matter of, the transaction in accordance with MI 61-101, prior to the completion of each such transaction. However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.

Closing of the First Tranche

The Company is also pleased to announce the closing of the first tranche of the Offering for gross proceeds of $1,610,147.55 from the issuance of 2,927,541 Units. All securities issued pursuant to the first tranche of the Offering are subject to a statutory hold period of four months and one day.

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.

About NurExone

NurExone Biologic Inc. is a TSXV, FSE and OTCQB 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 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

Thesis Capital Inc.Investor Relations - CanadaPhone: +1 905-347-5569Email: IR@nurexone.com

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’s intention to complete the Offering on the terms, timeline and with the subscribers indicated herein; the Company’s intention to rely on the exemptions set out in MI 61-101; and the NurExone platform technology offering novel solutions to drug companies interested in noninvasive 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 general business and economic conditions of the industries and countries in which we operate; the general market conditions; the ability to secure additional funding; partnerships having their intended impact on the Company and its business; patents safeguarding NurExone’s technology; the Company’s drug products having its intended benefits and effects; the Company making progress through new partnerships and technologies to move towards commercialization of their products; the Company’s intellectual property and technology being novel and inventive; the intellectual property having the intended impact on the Company and its business; exosomes becoming an ideal and natural choice for drug delivery; the Company making advancements in the manufacturing process of exosomes; exosomes holding immense promise for regenerative medicine; the Company’s production methods continuing to be reliable; the Company will have flexibility in optimizing its exosome production method; exosomes will serve as an excellent, targeted system for drug delivery; the Company will pave the way to regenerative medicine treatments for a variety of clinical indications by the Company and with future collaboration partners; the Company’s ExoPTEN nanodrug being a potential treatment for acute spinal cord injuries and other central nerve system indications; the Company will complete the Offering on the terms, timeline and with the subscribers indicated herein; the Company will be able to rely on the exemptions set out in MI 61-101; and the NurExone platform technology offering 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; 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 realize upon partnerships; risk that the exosomes will not become an ideal and/or natural choice for drug delivery; risk that the company will be unable to make advancements in the manufacturing process of exosomes; risk that exosomes will not be a viable option in regenerative medicine; risk that the Company’s production methods will become unreliable; risk that the Company will not have flexibility in optimizing its exosome production method; risk that exosomes will not serve as a targeted system for drug delivery; risk that the Company will be unable to pave the way to regenerative medicine treatments for a variety of clinical indications by the Company and/or with future collaboration partners; risk that the Company’s ExoPTEN nanodrug will not work as a potential treatment for acute spinal cord injuries and/or other central nerve system indications; the Company’s inability to complete the Offering on the terms, timeline and/or with the subscribers indicated herein or at all; the Company’s inability to rely on the exemptions set out in MI 61-101; risk that the NurExone platform technology will be unable to offer novel solutions to drug companies interested in non-invasive targeted drug delivery for other indications; 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.

i https://www.novaoneadvisor.com/report/us-regenerative-medicine-market