Relief Therapeutics and NeuroX, Successor to MindMaze, Sign Definitive Agreement for Business Combination

Relief Therapeutics and NeuroX, Successor to MindMaze, Sign Definitive Agreement for Business Combination

• Companies sign definitive agreement following previously announced binding term sheet
• Transaction to create an expanded, SIX-listed, commercial-stage, AI-driven, scalable health tech company
• Combined company to be renamed MindMaze Therapeutics Holding SA upon closing
• Positioned as a global leader in evidence-based neurotherapeutic solutions for neurological diseases and brain disorders
• Over 250 hospitals and rehabilitation centers, thousands of home sessions deployed, and multiple pharma collaborations establish robust commercialization footprint
• Proprietary neuro-data engine and responsible AI framework will enable scalable precision medicine for neurological diseases based on more than 30,000 patients
• Secured a unique reimbursement code (CAT-3) to support the delivery of its home-based neurotherapeutic training in the United States
• Over the past decade MindMaze has raised and invested more than USD 350 million to establish clinical evidence, demonstrate significant medico-therapeutic outcomes and market disease-modifying platforms including stroke, Parkinson's and at-risk aging
• Closing expected in December 2025, subject to customary conditions and approvals

GENEVA and LAUSANNE (Oct. 8, 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, and NeuroX Group SA (NeuroX), a privately held company focused on digital neurotherapeutics and brain health technologies, today announced they have entered into a definitive agreement to combine their businesses.

The proposed combination will create a publicly listed, AI-based therapeutics platform integrating software-delivered, disease-modifying clinical interventions with pharmacological treatments and a comprehensive brain health platform. NeuroX contributes a clinically validated, de-risked portfolio supported by multiple milestones achieved across technological development, regulatory approvals, and market access, as well as a solid network of pharmaceutical partners.

AI and Data Platform for Precision Neurology

The MindMaze proprietary technology stack integrates multimodal data collected across thousands of patients in clinical and real-world settings. In the future, the platform will build on advanced machine learning and federated AI models to personalize neurorehabilitation, predict recovery trajectories, and optimize pharmacological and digital treatment combinations.

All technologies are developed in compliance with EU AI Act principles, GDPR, MDR, and FDA Software as a Medical Device (SaMD) frameworks, ensuring transparency and clinical-grade data integrity.

Commercial-Stage Footprint and Reimbursement Readiness

NeuroX's clinically validated digital neurotherapeutic suite is currently deployed in over 250 clinics and rehabilitation centers globally. Its solutions are supported by a unique U.S. Category III reimbursement code (CAT-3), enabling scalable and recurring revenue generation.

Over the past decade, more than USD 350 million has been invested to build this data-rich therapeutic platform, supported by strong evidence of improved clinical and medico-economic outcomes in stroke, Parkinson's disease, and at-risk aging. Additional R&D initiatives target multiple sclerosis, spinal cord injury, traumatic brain injury, and Alzheimer's/dementia.

Gregory Van Beek, vice-chairman of the board of directors of Relief, said: “Over the past months, our collaboration with NeuroX has confirmed the potential of combining our businesses. With today's signing, we are advancing a transaction that represents a compelling and risk-balanced, high-growth investment case. The combined company will stand as an attractive complement to other innovative technology and healthcare SMEs listed on SIX, while offering Relief shareholders exposure to a differentiated therapeutic platform. We are confident this is a well-structured and value-creating transaction for our investors.”

Tej Tadi, founder of MindMaze, added: “Finalizing this agreement is a pivotal step in our ongoing journey. Over the years we have built a de-risked platform through sustained investment, clinical validation, regulatory approvals and reimbursement milestones, and we are now ready to scale. Partnering with Relief and accessing the public markets will enable us to broaden adoption of our precision neurology solutions and expand collaborations across pharma and healthcare.”

Leadership and Governance

Upon completion of the transaction, the combined company will be guided by Tej Tadi, founder of MindMaze, supported by NeuroX's current executive leadership team and additional key hires underway. Relief's chief financial officer will continue in that role. Other members of Relief's current executive committee will assume management positions, focusing on Relief's existing business and supporting the NeuroX platform.

At an upcoming extraordinary general meeting, Relief's board of directors will propose the election of four new members. Gregory Van Beek, the sole incumbent director, will continue to serve on the board of directors to ensure continuity and support the integration of the two companies.

Transaction Terms

The transaction is based on agreed equity valuations of CHF 100 million for Relief, a premium to its current market capitalization, and CHF 1 billion for NeuroX.

Under the terms of the agreement, NeuroX shareholders shall contribute all their NeuroX shares to Relief in exchange for newly issued SIX-listed Relief shares, at a fixed exchange ratio of 140 Relief shares per NeuroX share. Based on this exchange ratio and reflecting an agreed relative valuation of 10-to-1 on a fully diluted basis in favor of NeuroX, Relief will issue 140,000,000 new ordinary shares to acquire NeuroX. Following completion, Relief expects to have 152,584,419 ordinary shares outstanding, excluding 1,500,398 treasury shares and subject to adjustments for any outstanding options exercised prior to closing.

The transaction has been approved by the boards of directors of both companies and is expected to close in December 2025. Completion remains subject, inter alia, to approval of the transaction by Relief's shareholders and to the admission of the newly issued Relief shares for listing and trading on the SIX Swiss Exchange. Upon closing, Relief will be renamed MindMaze Therapeutics Holding SA.

NeuroX is in advanced discussions to secure a new CHF 200 million equity commitment through a share subscription facility with Relief's shareholder Global Emerging Markets (GEM), in addition to an existing equity commitment to be contributed by Relief representing an additional CHF 50 million.

The combined company will also seek to uplist its OTC ADR program to a Level III as soon as practicable after closing the business combination, expanding visibility and access to U.S. investors.

Additional Information

Relief will convene an extraordinary general meeting to submit to shareholders the proposals required to implement the contemplated transaction, including the issuance of new shares to NeuroX shareholders and the election of new members to the board of directors.

Relief and NeuroX intend to host a joint press conference on or around the day of the extraordinary general meeting. An investor presentation with additional information on the combined company is currently available for download on Relief's website.

YUMA Capital is acting as financial advisor for the transaction.

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, through a pre-pack transaction in connection with MindMaze's debt restructuring moratorium.

MindMaze has developed first-of-its-kind neurotherapeutics that provide disease-modifying motor and cognitive treatments for neurological diseases and brain disorders. These neurotherapeutics are delivered through proprietary software and hardware, underpinned by an advanced brain technology platform that integrates wearables and sensors, and provides digital assessments as well as telehealth services. The unique suite of MindMaze solutions is delivered globally across the continuum-of-care, both in-clinic and in patients' home, to successfully address some of neurology's major unmet needs. NeuroX has already partnered with leading pharmaceutical companies that use its proprietary technology across multiple clinical trials.

Over the last decade, MindMaze has raised and invested more than USD 350 million to establish clinical evidence, demonstrate significant medico-economic outcomes, and market MindMaze's disease-modifying therapeutic platform across neurological diseases, including stroke, Parkinson's disease, and at-risk aging. In the United States, MindMaze has received a unique reimbursement code (CAT-3) to support the delivery of its home-based neurotherapeutic training. Its R&D pipeline focuses on adjacent neurological diseases, such as spinal cord injury, multiple sclerosis, traumatic brain injury, and Alzheimer's disease/dementia.

Moved by the mission to accelerate the brain's ability to recover, the MindMaze platform innovates by combining software-delivered behavioral treatments, drugs, devices, data, and AI to establish a new paradigm of precision medicine in neurology and neural repair.

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.

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

MindMaze
pr@mindmaze.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 on the terms described herein 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.

No offer or solicitation – This press release does not constitute (i) a prospectus within the meaning of the Swiss Financial Services Act or under any other applicable laws, (ii) a solicitation of proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (iii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of Relief, NeuroX, or any of their respective affiliates. No securities may be sold in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration, exemption from registration, or qualification under the securities laws of such jurisdiction. This press release should not be regarded as investment advice or offering material of any kind and is provided for information purposes only, nor shall it or any part of it form the basis of, or be relied upon in connection with, any contract or investment decision.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, or any other jurisdiction in which such distribution would be unlawful.