Mr. Ian Campbell reports
NEURAL THERAPEUTICS ANNOUNCES FILING AND MAILING OF MEETING MATERIALS FOR ANNUAL AND SPECIAL MEETING TO APPROVE SERIES B TRANSACTIONS WITH CWE
Neural Therapeutics Inc. has filed on SEDAR+ and completed the mailing of its notice of annual and special meeting, management information circular, and related meeting materials in connection with the company's annual and special meeting of shareholders, to be held on May 25, 2026, at 10 a.m. Toronto time.
On Aug. 12, 2025, Neural acquired a 30.75-per-cent ownership interest in CWE, providing Neural with indirect exposure to the operations of CWE European Holdings Inc. (see Neural's press releases dated Aug. 13, 2025, and May 28, 2025). The meeting materials are available under the company's profile on SEDAR+ and on the company's website.
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-per-cent 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 postconsolidation common share for every four preconsolidation 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;
- 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-per-cent 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.
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 a.m. Toronto time on May 25, 2026, which may be accessed on-line.
Toll-free dial-in numbers (United States) 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 subhallucinogenic 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, a leading CBD (cannabidiol) and hemp retailer in Germany operating under the Hanf.com brand, pursuant to which Neural may acquire up to 100 per cent of CWE through a multistage 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 Aug. 12, 2025, Neural and CWE completed the first stage of the transaction, pursuant to which Neural acquired a 30.75-per-cent 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.
We seek Safe Harbor.
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