Toronto, Ontario--(Newsfile Corp. - February 10, 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, together with its portfolio company CWE European Holdings Inc. ("CWE"), operating as Hanf.com, one of Germany's leading CBD retailers, is pleased to report preliminary unaudited financial results for Hanf.com for the fiscal year ended December 31, 2025.
Neural currently holds a 30.75% ownership interest in CWE, following completion of a Strategic Investment and Option Agreement on May 26, 2025, providing Neural with indirect exposure to CWE's expanding European operations (see Neural press releases dated August 13, 2025 and May 28, 2025).
CWE Fiscal 2025 Highlights
Preliminary, unaudited, management-prepared financial information for the year ended December 31, 2025 indicates continued strong revenue growth of approximately 58% year-over-year, with estimated total revenues of approximately CAD $11.2 million (€7.1 million), compared to $CAD7.1 million in fiscal 2024.
Gross margin for fiscal 2025 is estimated at approximately 35%, compared to approximately 58% in fiscal 2024, reflecting a higher proportion of sales generated through lower-margin wholesale distribution channels, as previously disclosed in Neural's October 8, 2025 press release. This channel shift aligns with Hanf.com's strategy to scale its national footprint and broaden market penetration across Germany. Selling, general and administrative expenses decreased modestly to approximately 38% of revenue, compared to 40% in fiscal 2024, reflecting improved operating leverage and economies of scale achieved on higher sales volumes.
On a normalized basis, CWE expects to report positive operating income for fiscal 2025. Reported operating results are expected to include a net loss, primarily attributable to non-recurring debt settlement transactions and go-public professional fees, completed in the fourth quarter of 2025 of approximately CAD $600,000. These transactions were non-cash in nature and did not impact CWE's operating cash flows. Excluding these items, operating profitability is expected to remain positive as Hanf.com continues to expand its retail and wholesale presence across Germany, with an expected normalized operating income of approximately CAS $280,000 for the fiscal 2025.
These preliminary results are based on internal management accounts and have not yet been reviewed or audited. The company expects to include audited financial statements of CWE for the year ending December 31, 2025 into the management information circular be prepared in connection with the planned shareholders meeting in 2026.
CEO Commentary
Ronnie Jaegermann, Chief Executive Officer of CWE, commented: "Fiscal 2025 was a pivotal year for CWE as we delivered approximately 58% revenue growth while maintaining positive normalized operating income. Our expansion into wholesale distribution broadened Hanf.com's national footprint and strengthened brand visibility, even as we continued to exercise disciplined cost control. With an expanding store network, growing wholesale partnerships, and new exclusive product lines, we believe CWE is well positioned to continue scaling profitably. As consumer demand for high quality, wellness-oriented products continues to grow across Europe, we remain focused on execution, operational efficiency, and building long-term value for our shareholders."
Neural Shareholders' Meeting Update
The Company also advises that the previously announced shareholders' meeting has been recently cancelled and will be rescheduled in order to allow additional time to complete and finalize the related disclosure materials. The meeting is expected to seek shareholder approval of certain matters, including the potential exercise of the Series B option and related ancillary transactions., all of which remain subject to applicable regulatory approvals. As disclosed in Neural press releases dated August 13, 2025 and May 28, 2025), pursuant to Series B option, Neural has a right, but not the obligation to acquire the balance 69.25% interest in CWE upon satisfaction of certain conditions by both parties. The Company intends to provide further details regarding the timing and matters to be considered at the shareholders' meeting in future press releases as arrangements become more definitive.
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 will provides updates as material developments occur.
Cautionary and Regulatory Statements
Basis of Presentation: Unless otherwise noted, all financial information is presented in Canadian dollars. Preliminary financial information for the fiscal year ended December 31, 2025 is unaudited, derived from management-prepared internal accounts, and subject to change upon completion of audit and review procedures. Readers are cautioned that these preliminary results may differ materially from the audited financial statements to be included in future disclosure documents of the Company.
Non-GAAP Measures: Certain financial measures referenced in this release, including gross margin, operating income, normalized operating income, and operating cash flow, are non-IFRS measures and do not have standardized meanings under International Financial Reporting Standards ("IFRS"). As a result, these measures may not be comparable to similar measures presented by other issuers. Such information is provided for informational purposes only and should not be considered a substitute for financial results prepared in accordance with IFRS.
Forward-Looking Information: This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the expected performance of CWE European Holdings Inc., the timing and completion of disclosure documents, the scheduling of the Company's shareholders' meeting, the potential exercise of the Series B option and related transactions, future store expansion, product introductions, and Neural's strategic objectives. Forward-looking information is based on management's current expectations, assumptions, and beliefs, and involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. Forward-looking information is generally identified by words such as "expects," "anticipates," "plans," "intends," "may," "will," "should," and similar expressions. Readers are cautioned not to place undue reliance on forward-looking information. Forward-looking information is qualified in its entirety by this cautionary statement and by the risk factors disclosed in Neural's public filings available on SEDAR+ at www.sedarplus.ca. The Company undertakes no obligation to update or revise any forward-looking information, except as required by applicable law.
U.S. Securities Law Disclaimer: The securities of Neural Therapeutics Inc. have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States or in any jurisdiction where such offer or sale would be unlawful.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
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