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Relief Therapeutics Shareholders Approve Business Combination with NeuroX

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Relief Therapeutics (OTCQB:RLFTF) shareholders approved a business combination with NeuroX, authorizing a 140 million ordinary-share capital increase by contribution in kind of NeuroX shares and approving a name change to MindMaze Therapeutics Holding SA.

The EGM also elected four new board members and approved committee changes; the combination is expected to close in December 2025, subject to remaining closing conditions and admission of the new shares to trading on the SIX Swiss Exchange. A joint press conference is scheduled for November 25, 2025 at 3:00 p.m. CET with a presentation to be published the same day.

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Positive

  • Authorized issuance of 140 million new ordinary shares
  • Combination to form a publicly listed digital neurotherapeutics company
  • Expected close and SIX admission targeted for December 2025
  • Named new executive roles: CEO Alexandre Capet, CTO Frédéric Condolo

Negative

  • Share issuance of 140 million may materially dilute existing shareholders
  • Closing remains subject to unsatisfied conditions and SIX admission risk
  • Full board turnover as incumbent directors will step down upon closing

News Market Reaction 1 Alert

+0.54% News Effect

On the day this news was published, RLFTF gained 0.54%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

  • Shareholders approve all EGM proposals related to the combination with NeuroX

  • Business combination expected to close in December 2025

  • Relief to be renamed MindMaze Therapeutics Holding SA upon closing

  • New board and executive committee members announced

  • Companies to host joint press conference on November 25, 2025

GENEVA, SWITZERLAND / ACCESS Newswire / November 14, 2025 / RELIEF THERAPEUTICS Holding SA (SIX:RLF)(OTCQB:RLFTF, RLFTY) (Relief or the Company), a biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases, announced that shareholders approved by a large majority all resolutions submitted to its extraordinary general meeting (EGM) held earlier today in Geneva, Switzerland. The approvals authorize the business combination between Relief and NeuroX Group SA (NeuroX) to create a publicly listed, digital neurotherapeutics company combining NeuroX's brain health platform with Relief's specialty biopharmaceutical portfolio.

Shareholders approved an ordinary capital increase through the issuance of 140 million new ordinary shares, to be paid in by contribution in kind of NeuroX shares, together with amendments to the capital band and conditional capital. The EGM also approved renaming the Company to MindMaze Therapeutics Holding SA upon completion of the business combination and elected Walid Hanna, Olaf Blanke, Michael Stuenkel, and Martin Reiss to the board of directors, joining Gregory Van Beek upon closing. The remaining incumbent directors will step down at that time. Other approved resolutions included the election of the nomination and compensation committee and minor amendments to the Company's articles of association.

The business combination is expected to close in December 2025, subject to remaining closing conditions, including the admission of the newly issued shares to trading on the SIX Swiss Exchange.

Upon completion of the business combination, Alexandre Capet is expected to serve as chief executive officer and Frédéric Condolo as chief technology officer of the combined company. Both are part of the current leadership of NeuroX and joined MindMaze in 2023. Mr. Capet has more than 25 years of experience in the life sciences sector, specializing in strategy, business development, and operations. Before joining MindMaze, he was global vice president of the Digital Business Unit at Bayer, and previously deputy CEO of Voluntis, a digital therapeutics company, following senior leadership roles at Sanofi. Mr. Condolo leads technology and artificial intelligence development and has more than 30 years of experience building and managing high-performing technical organizations. Before joining MindMaze, he was director of Valiantys Switzerland, an AI-powered digital transformation firm, and technical director at Ubisoft.

Press Conference - Relief and NeuroX will host a joint press conference on Tuesday, November 25, 2025, at 3:00 p.m. CET. An accompanying presentation with additional details on the combined company's strategic outlook will be published on Relief's website on the same day. The conference can be accessed via the following link:

https://mindmaze.zoom.us/j/81345965910
Passcode: 374338

Participants joining by phone may use Webinar ID 813 4596 5910 and can find international dial-in numbers at https://mindmaze.zoom.us/u/kcYGXs92CP

ABOUT RELIEF
Relief is a commercial-stage biopharmaceutical company dedicated to advancing treatment paradigms and improving the lives of patients with rare and debilitating diseases. With core expertise in drug delivery systems and drug repurposing, Relief's clinical pipeline includes innovative treatments designed to address critical unmet medical needs in rare dermatological, metabolic and respiratory conditions. The Company has also successfully brought several approved products to market through licensing and distribution partnerships. Headquartered in Geneva, Relief is listed on the SIX Swiss Exchange under the symbol RLF and quoted in the U.S. on OTCQB under the symbols RLFTF and RLFTY. For more information, visit www.relieftherapeutics.com.

ABOUT NEUROX
NeuroX is a Swiss-based, commercial-stage company that in 2025 acquired strategic assets of MindMaze Group SA and MindMaze SA (MindMaze), including intellectual property and the MindMaze® brand. MindMaze pioneered first-of-its-kind digital neurotherapeutics that provide disease-modifying motor and cognitive treatments for neurological diseases and brain disorders. Built on an advanced brain technology platform integrating software, sensors, and telehealth, NeuroX solutions are deployed globally across clinics and home settings. The company's clinically validated technology has demonstrated significant medico-economic outcomes across conditions such as stroke, Parkinson's disease, and at-risk aging. NeuroX continues to expand its R&D pipeline into adjacent neurological indications, including multiple sclerosis, spinal cord injury, traumatic brain injury, and Alzheimer's disease.

CONTACT
RELIEF THERAPEUTICS Holding SA
Jeremy Meinen
Chief Financial Officer
contact@relieftherapeutics.com

DISCLAIMER
This press release contains forward-looking statements, which may be identified by words such as "believe," "assume," "expect," "intend," "may," "could," "will," or similar expressions. These statements are based on current plans and assumptions and are subject to risks and uncertainties that could cause actual results, financial condition, performance, or achievements to differ materially from those expressed or implied. Such factors include, but are not limited to, changes in economic conditions, market developments, regulatory changes, competitive dynamics, and other risks or changes in circumstances. There can be no assurance that the proposed business combination will be completed within the anticipated timeframe or at all. This communication is provided as of the date hereof, and Relief undertakes no obligation to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

Additional features:
File: Ad hoc release

SOURCE: Relief Therapeutics Holding SA



View the original press release on ACCESS Newswire

FAQ

What did Relief Therapeutics (RLFTF) shareholders approve on November 14, 2025?

Shareholders approved the business combination with NeuroX, a 140 million ordinary-share capital increase, governance changes, and a name change to MindMaze Therapeutics Holding SA.

When is the Relief–NeuroX business combination expected to close and list on SIX (RLFTF)?

The combination is expected to close in December 2025, subject to remaining closing conditions and admission of the newly issued shares to trading on the SIX Swiss Exchange.

How many new Relief shares are being issued for the NeuroX contribution?

An ordinary capital increase of 140 million new ordinary shares will be paid by contribution in kind of NeuroX shares.

Who will lead the combined company after the Relief–NeuroX deal closes?

Upon completion, Alexandre Capet is expected to serve as CEO and Frédéric Condolo as CTO of the combined company.

What governance changes did Relief shareholders approve on November 14, 2025?

Shareholders elected Walid Hanna, Olaf Blanke, Michael Stuenkel, and Martin Reiss to the board; remaining incumbent directors will step down at closing.

When and how can investors watch the joint Relief and NeuroX press conference?

The joint press conference is scheduled for November 25, 2025 at 3:00 p.m. CET and will be accessible via the provided MindMaze Zoom webcast link.
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