NurExone Announces Annual General and Special Meeting to Consider Share Consolidation in Support of U.S. Capital Markets Strategy
Rhea-AI Summary
NurExone (OTCQB: NRXBF) has called an annual general and special meeting for September 15, 2026 in Toronto to seek shareholder approval for a special resolution authorizing a share consolidation of up to 30 pre-consolidation shares for 1 post-consolidation share. If approved by at least 66⅔% of votes cast, the board would have discretion to implement the consolidation at a chosen ratio and time within 36 months, subject to TSXV acceptance and other approvals, or to decide not to proceed.
The board links the proposed consolidation to NurExone’s evaluation of potential U.S. capital markets alternatives, including a possible future listing on a major U.S. exchange, and highlights both potential benefits and liquidity risks, noting there is no assurance of any price or listing outcome.
Positive
- Authorization for up to 30:1 consolidation supporting potential U.S. listing requirements
- 36‑month implementation window gives board timing flexibility based on market conditions
- Potential alignment with U.S. biotech peers via higher anticipated post‑consolidation share price
- Broader investor reach targeted, including U.S. institutional and strategic investors
Negative
- Potential trading liquidity impact from reduced number of outstanding shares post‑consolidation
- No assurance of benefits to share price, liquidity, or capital‑markets access from consolidation
- U.S. listing remains uncertain, subject to multiple approvals and may not be pursued or completed
AI-generated analysis. How Rhea-AI works. Not financial advice.
Proposed share consolidation of up to 30:1 intended to support potential U.S. exchange listing and broaden investor appeal
TORONTO and HAIFA, Israel, Aug. 21, 2026 (GLOBE NEWSWIRE) -- NurExone Biologic Inc. (“NurExone” or the “Company”) (TSXV: NRX) (OTCQB: NRXBF) (FSE: J90) is pleased to announce that it will hold its annual general and special meeting of shareholders on September 15, 2026 (the “Meeting”) to seek shareholder approval for a special resolution authorizing the board of directors of the Company (the “Board”) to effect a consolidation of the Company’s issued and outstanding common shares (the “Shares”) on the basis of up to thirty (30) pre-consolidation Shares for one (1) post-consolidation Share (the “Consolidation”). If the Consolidation resolution is approved by shareholders, the Board will be authorized, in its sole discretion, to implement the Consolidation within 36 months following shareholder approval, subject to acceptance of the TSX Venture Exchange (“TSXV”) and receipt of all other required approvals. The exact timing and final ratio will be determined by the Board, which may elect not to proceed with the Consolidation. The Board believes that providing flexibility on the timing and ratio allows the Company to account for market conditions, trading performance, and applicable listing requirements prior to implementation. To be approved, the Consolidation resolution must receive the affirmative vote of not less than 66⅔% of the votes cast by shareholders at the Meeting.
The Meeting will be held at 2:00 p.m. Toronto time on September 15, 2026 at the Company’s head office at Suite 801, 1 Adelaide Street East, Toronto, Ontario. Shareholders should follow the voting instructions in the Meeting materials, including the applicable proxy and voting instruction deadlines.
Shareholders are encouraged to review the Company’s notice of meeting and the Company’s management information circular dated August 10, 2026 (the “Circular”), which has been mailed to shareholders and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Circular includes detailed information regarding the proposed Consolidation, the background and reasons for the proposal, the Board’s discretion, and the voting process.
At the Meeting, shareholders will also be asked to elect directors, re-appoint the Company’s auditor and, in the case of disinterested shareholders, consider the annual re-approval of the Company’s amended and restated omnibus equity incentive plan, as more particularly described in the Circular.
“The Board believes the proposed Consolidation is a prudent enabling step in NurExone’s broader capital markets strategy,” said Yoram Drucker, Chairman of the Board. “As the Company continues to advance its novel biologic platform and pipeline, shareholder approval of the Consolidation would provide the Company with additional flexibility as it evaluates potential U.S. capital markets alternatives and continues to pursue the next phase of its growth. The Board recommends that shareholders vote in favor of the Consolidation resolution.”
The Company is evaluating potential U.S. capital markets alternatives, including a possible future listing of the Shares on a major U.S. stock exchange. The Board believes that such a listing on a major U.S. stock exchange could improve the Company’s visibility with a broader base of U.S. institutional and strategic investors, better align NurExone’s public market profile with U.S. exchange-listed biotechnology peers, and support access to deeper capital markets over time.
Among other considerations, the proposed Consolidation is intended to help position the Company to satisfy minimum bid price or similar listing requirements that may apply in connection with a potential future listing on a major U.S. stock exchange. The Company’s current low nominal trading price may limit its ability to satisfy those requirements without implementing the Consolidation. The Board believes that providing authority for a ratio of up to 30:1 offers flexibility to establish a share structure that better aligns with applicable U.S. exchange norms and listing standards.
“Optimizing our share structure is an element of NurExone’s broader capital markets strategy,” said Eran Ovadya, Chief Financial Officer. “A higher anticipated post-Consolidation trading price may improve the marketability of our Shares and allow the Company to engage with additional institutional investors and financial platforms, although there can be no assurance that the Consolidation will improve liquidity, marketability or the trading price of the Shares.”
The Board further believes that a share price more consistent with U.S. exchange norms is an important element of the Company’s broader capital markets strategy. A higher anticipated post-Consolidation trading price may improve the marketability of the Shares, broaden the universe of institutional investors, financial advisors, and research platforms able or willing to engage with the Company, and support long-term capital formation. The Board recognizes that the Consolidation could affect trading liquidity; however, it believes any near-term liquidity impact should be evaluated in the context of positioning NurExone for a broader investor base and potential access to deeper U.S. capital markets.
There can be no assurance that the market price of the Shares following the Consolidation will increase in proportion to the reduction in the number of outstanding Shares, remain at an increased level, improve trading liquidity or result in any particular capital-markets benefit.
“As NurExone advances its biopharmaceutical programs, we believe the Company’s public market profile, share structure, and investor access should evolve in a manner that supports the next stage of our development,” said Dr. Lior Shaltiel, Chief Executive Officer. “The proposed Consolidation is intended to support that evolution by seeking to improve comparability with U.S.-listed biotechnology peers, broaden awareness of the Company and position the Company to evaluate access to deeper capital markets over time, if a U.S. exchange listing is pursued and completed.”
The Company cautions that no final decision has been made to pursue any U.S. exchange listing, file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”), undertake a financing or pursue any other strategic transaction. Any potential U.S. listing remains subject to numerous conditions, including final Board approval, acceptance of the TSXV, acceptance by the applicable U.S. exchange, satisfaction of all applicable listing standards, regulatory review, market conditions, and receipt of all other required approvals. There can be no assurance that any U.S. listing will be pursued or completed.
If approved by shareholders, the Consolidation may be implemented at a time and ratio determined by the Board within the 36-month window, subject to acceptance of the TSXV and receipt of all other required approvals. The Board retains full discretion not to proceed with the Consolidation if it determines it is no longer in the best interests of the Company.
About NurExone
NurExone is a TSXV, OTCQB, and Frankfurt-listed biotech company focused on developing regenerative exosome-based therapies for central nervous system injuries. Its lead product, ExoPTEN, has demonstrated strong preclinical data supporting clinical potential in treating acute spinal cord and optic nerve damage. Regulatory milestones, including obtaining the Orphan Drug Designation, facilitate the Company’s roadmap towards clinical trials in the U.S. and Europe. Commercially, the Company is expected to offer solutions to companies interested in quality exosomes and minimally invasive targeted delivery systems for other indications. NurExone has established Exo-Top to anchor its North American activity and growth strategy.
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 Shaltiel
Chief Executive Officer and Director
Phone: +972-52-4803034
Email: info@nurexone.com
Russo Partners LLC
Investor and Media Relations – United States
215 Park Ave S, Suite 1905
New York, NY 10003
Phone: 212-845-4200
Email: nurexone@russopartnersllc.com
Dr. Eva Reuter
Investor Relations – Germany
Phone: +49-69-1532-5857
Email: e.reuter@dr-reuter.eu
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements are often, but not always, identified by words and phrases such as “may”, “will”, “could”, “would”, “expect”, “intend”, “believe”, “potential”, “proposed”, “anticipated”, “position”, “support”, “improve”, “broaden” and similar expressions.
Forward-looking statements in this press release include, without limitation, statements relating to: the Meeting and the expected consideration and approval of the Consolidation resolution; the proposed Consolidation, including the timing and ratio at which it may be implemented; the Board’s exercise of its discretion to implement or not implement the Consolidation; receipt of required corporate and regulatory approvals, including acceptance of the TSXV; the anticipated effects of the Consolidation on the trading price, marketability and liquidity of the Shares; the potential ability of the Consolidation to broaden investor interest, facilitate engagement with institutional investors and financial platforms, and support future capital-markets initiatives; the Company’s evaluation of a potential listing on a major U.S. stock exchange; the potential benefits of any such listing; and statements in the “About NurExone” section regarding the Company’s development, regulatory pathway, clinical trial roadmap, commercialization strategy and platform opportunities.
Forward-looking statements are based on management’s current expectations, beliefs and assumptions as of the date of this press release, including assumptions regarding: the conduct of the Meeting as currently scheduled; shareholder consideration of the Consolidation resolution; the Board’s ability to select and implement an appropriate Consolidation ratio within the authority granted by shareholders; receipt of required corporate and regulatory approvals, including acceptance of the TSXV; prevailing market conditions and the trading price of the Shares; the Company’s ability to satisfy applicable listing requirements if it elects to pursue a U.S. exchange listing; the continued availability of capital and professional advisers on acceptable terms; and the absence of material adverse changes in applicable laws, exchange requirements, market conditions or the Company’s business.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially, including, without limitation: the risk that the Consolidation resolution is not approved by shareholders; the risk that the Meeting is postponed, adjourned or otherwise not conducted as currently scheduled; the risk that the Board elects not to proceed with the Consolidation or selects a different timing or ratio than currently anticipated; the risk that required regulatory approvals or acceptance of the TSXV are not obtained; the risk that the Consolidation does not result in a proportionate or sustained increase in the market price of the Shares; the risk that the Consolidation adversely affects trading liquidity or shareholder participation; the risk that the Consolidation does not improve marketability, broaden investor interest or facilitate future financing or capital-markets initiatives; the risk that the Company does not pursue or complete a U.S. exchange listing; the risk that the Company does not satisfy the applicable initial or continued listing requirements of any U.S. exchange; the risk that the post-Consolidation trading price does not satisfy, or does not remain at a level sufficient to satisfy, the minimum bid price or other applicable listing requirements of any U.S. exchange; financing and market risks; regulatory and execution risks; and the risks described in the Company’s continuous disclosure filings available under the Company’s SEDAR+ profile at www.sedarplus.ca.
No final decision has been made to proceed with any U.S. exchange listing, the filing of a registration statement with the SEC, financing or other capital-markets transaction. Any potential U.S. listing would remain subject to further Board approval, applicable Canadian and U.S. regulatory requirements, TSXV acceptance, acceptance by the applicable U.S. exchange, satisfaction of all applicable listing standards, market conditions and other customary considerations. There can be no assurance that the Consolidation will be implemented or that any U.S. listing or related capital-markets initiative will be pursued or completed.
Readers are cautioned not to place undue reliance on forward-looking statements. Although the forward-looking statements contained in this press release are based on assumptions that management believes are reasonable as of the date hereof, actual results may differ materially. These forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to update or revise them except as required by applicable 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.
