NeuroThera Labs Inc. Closes First Tranche of Non-Brokered Private Placement

TORONTO, ONTARIO - August 12, 2026 (NEWMEDIAWIRE) - NeuroThera Labs Inc. (the “Company” or “NeuroThera”) (TSXV: NTLX), a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd., is pleased to announce that it has closed the first tranche (the “First Tranche”) of its non-brokered private placement (the “Offering”), as previously announced on June 30, 2026 and July 2, 2026.

Under the First Tranche, the Company raised C$2,700,000 from the sale of 22,500,000 units (each, a “Unit”) at C$0.12 per Unit. Each Unit is comprised of one common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Unit Warrant”). Each Unit Warrant entitles the holder to purchase one Common Share for US$0.115 per Common Share, equivalent to C$0.16 per Common Share, until August 12, 2029. The Unit Warrants will also have an acceleration provision whereby upon the securities of NeuroThera being approved for trading on the Nasdaq Stock Market, the Company will accelerate the expiry date of 50% of the unexercised Unit Warrants and provide three (3) business days’ advance written notice to holders thereof of such accelerated expiry date. The Unit Warrants are non-transferable.

The Company intends to use the net proceeds of the First Tranche for general working capital purposes, including the evaluation of prospective transactions, settlement of liabilities, including repayment of outstanding indebtedness owed to SciSparc Ltd. and other corporate and administrative expenses. All securities issued in connection with the First Tranche, including any Common Shares and Common Shares issuable upon exercise of Unit Warrant, are subject to a restricted period of four months and one day from the date hereof. The Offering is subject to the final approval of the TSX Venture Exchange and any other applicable regulatory approvals.

In connection with the First Tranche, the Company paid an aggregate of C$222,750 in finder's fees to a qualified arm's length party (the “Finder”). The Finder was also issued 2,812,500 Common Shares as compensation to the Finder.

The securities of the Company referred to in this press release 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. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About NeuroThera Labs Inc.

NeuroThera Labs Inc.(TSXV:NTLX) is a clinical-stage pharmaceutical company focused on developing novel therapeutics for central nervous system disorders and other underserved health conditions through collaborations and innovative combinations.

For further information, please contact:
Michal Efraty
IR Manager
NeuroThera Labs Inc.
Telephone:+972-3-7617108
Email:[email protected]

Neither the 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.

Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and intentions of the Company. Forward-looking statements in this news release include, but are not limited to, statements regarding: the intended use of the net proceeds of the First Tranche; the closing of any additional tranche or tranches of the Offering and the timing and size thereof; the evaluation of prospective transactions; the repayment of outstanding indebtedness owed to SciSparc Ltd.; the potential approval of the Company's securities for trading on the Nasdaq Stock Market and the resulting acceleration of the expiry date of the Unit Warrants; and the receipt of all necessary regulatory approvals, including final acceptance of the TSX Venture Exchange.

Forward-looking statements are frequently identified by words such as “intends”, “expects”, “anticipates”, “believes”, “plans”, “will”, “may”, “prospective” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and reflect management's current expectations and assumptions, including assumptions regarding: the Company's ability to satisfy the conditions to closing of any additional tranche of the Offering; the receipt of all required regulatory approvals; the sufficiency of the net proceeds for their intended purposes; and general market conditions remaining stable.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others: the risk that any additional tranche of the Offering may not close on the terms announced, on anticipated timelines, or at all; the risk that the Company may not receive final acceptance of the TSX Venture Exchange; the risk that the Company's securities may not be approved for trading on the Nasdaq Stock Market; the risk that the net proceeds may be used for purposes other than those currently intended; risks associated with the Company's clinical-stage development programs; the Company's need for additional financing and the availability of such financing on acceptable terms; risks relating to the Company's relationship with, and indebtedness owed to, SciSparc Ltd.; changes in laws, regulations and policies; and general economic, market and business conditions.

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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