Algernon Closes NoBrainer Imaging Centers, Inc. Acquisition

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VANCOUVER, British Columbia, May 22, 2025 (GLOBE NEWSWIRE) — Algernon Pharmaceuticals Inc. (the “Company” or “Algernon”) (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF), a Canadian healthcare and clinical stage drug development company, is pleased to announce it has closed the acquisition to acquire 100% of the issued and outstanding shares of NoBrainer Imaging Centers, Inc. (“NIC”) (the “Transaction”) previously announced on May 13, 2025. The Transaction moves Algernon into the Alzheimer’s Disease (“AD”) diagnostic and treatment market, expanding on the Company’s existing neurological research programs, and provides Algernon exclusive master franchise and licensing rights to open AD screening, diagnostic, and treatment centers across Canada and in multiple U.S. markets.

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On May 12, 2025, the Company entered into share exchange agreements (collectively, the “Agreements”) with NIC and each of the shareholders of NIC (the “NIC Shareholders”) to acquire 100% of the issued and outstanding common and preferred shares of NIC (the “NIC Shares”). NIC is a Canadian company which has the exclusive master franchise rights from NoBrainer Alzheimer’s Treatment Centers, Inc. (“NATC”) for the Canadian market (with the exception of the cities of Oakville and Ottawa, Ontario, which are being developed by NATC), and for Florida, excluding Miami, as well as additional franchise rights for Los Angeles and five more major U.S. cities in other U.S. states. As the flagship master franchisee, NIC has no initial franchise fees owing on its franchise territories. NIC has CAD$250,000 of working capital, including a deposit on a Positrigo NeuroLF brain-specific PET scanner, the latter of which is targeted for delivery to the first Company owned U.S. clinic in Q4, 2025.

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Pursuant to the terms and conditions of the Agreements, final consideration paid by the Company to complete the Transaction includes the issuance to the NIC Shareholders of: (i) 5,500,000 common shares in the capital of the Company (each, a “Common Share”) and 5,500,000 Common Share purchase warrants (each, a “Common Warrant”); and (ii) 450,000 preferred shares (each, a “Preferred Share”) and 450,000 Preferred Share purchase warrants (each, a “Preferred Warrant”) to be issued on or before the end of six (6) months following approval of the creation of the Preferred Share class by the Company’s shareholders.

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Each Common Warrant entitles the holder thereof to purchase one (1) Common Share at an exercise price (the “Common Exercise Price”) of $0.15 per Common Share for a period of twelve (12) months from the issuance date (the “Issuance Date”), after which on the first anniversary of the Issuance Date (the “First Anniversary”), the Common Exercise Price will increase to $0.25 per Common Share for a period of twelve (12) months from the First Anniversary, and on the second anniversary of the Issuance Date (the “Second Anniversary”), the Common Exercise Price will increase to $0.50 per Common Share for a period of thirty-six (36) months from the Second Anniversary. If, prior to the First Anniversary, the Common Shares trade on the Canadian Securities Exchange (the “CSE”) at a price of $0.20 or greater for a period of twenty (20) consecutive trading days, and following thirty (30) days written notice to the Common Warrant holders, the Exercise Price will increase to $0.25 per Common Share until the date of the Second Anniversary, and on the Second Anniversary, the Common Exercise Price will increase to $0.50 per Common Share for a period of thirty-six (36) months from the Second Anniversary. The Common Warrants shall vest and become exercisable by the holders thereof on the date that is four (4) months and one (1) day from the date of issuance.