NeuroX recently acquired the assets and operations of MindMaze, a world-renowned leader in evidence-based neurotherapeutic solutions for neurological diseases and brain disorders
Business combination to create an expanded, SIX-listed, commercial-stage, AI-driven, scalable health tech company
Binding term sheet signed; transaction subject to customary conditions and approvals
Closing expected in Q4 2025
GENEVA, SWITZERLAND / ACCESS Newswire / July 29, 2025 / RELIEF THERAPEUTICS Holding SA (SIX:RLF)(OTCQB:RLFTF)(OTCQB:RLFTY ) ("Relief" or the "Company"), a biopharmaceutical company committed to delivering innovative treatment options for select specialty, unmet and rare diseases, today announced the execution of a binding term sheet for a proposed business combination with NeuroX Group SA ("NeuroX"), a privately held company that recently acquired the assets and operations of MindMaze - a recognized leader in digital neurotherapeutics and brain health technologies.
The envisaged combination aims to create a publicly listed, AI-based therapeutics platform integrating software-delivered, disease-modifying clinical interventions with pharmacological treatments and a comprehensive brain health platform to improve the quality of life of patients, caregivers and families. NeuroX will contribute a clinically validated, risk-mitigated portfolio supported by multiple milestones achieved across technological development, regulatory approvals, and market access, as well as a solid network of pharmaceutical partners.
Dr. Raghuram Selvaraju, chairman of the board of directors of Relief, commented: "By entering into this transaction, we intend to bring a global pioneer in digital neurotherapeutics to the public markets through the Relief ecosystem. NeuroX, which now operates the MindMaze platform, has a compelling business model, an established track record of innovation, and a distinctive technology that integrates neuroscience and digital therapeutics to address some of the most pressing challenges in neurology. We believe this combination has the potential to create significant value for patients, clinicians, and shareholders. Importantly, it offers existing Relief shareholders the opportunity to participate in the growth of a scalable enterprise with potential to become a multi-billion-dollar company."
Alexandre Capet, head of corporate development of NeuroX, commented: "The business combination with Relief presents a timely opportunity to build on the vision and ambition set by MindMaze on a global scale, accelerating our market presence and next phase of growth. Over the past decade, we have built a robust portfolio of clinically validated digital neurotherapeutics and invested heavily in commercial infrastructure, AI technology, and R&D. With increased visibility and a solid foundation in place, we believe this transaction comes at a pivotal inflection point in our journey. It positions us to scale more effectively as a publicly listed company and expand the reach of our breakthrough therapies."
NeuroX and MindMaze Overview
NeuroX is a Swiss-based, commercial-stage company. In 2025, NeuroX acquired the operations and intellectual property of the legacy MindMaze group ("MindMaze"), including the MindMaze ® brand.
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 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.
For more information, visit www.mindmaze.com .
Transaction Overview
Under the terms of the term sheet, NeuroX shareholders will exchange at closing all outstanding shares of NeuroX for newly issued shares of Relief. The transaction is based on agreed equity valuations of CHF 100 million for Relief, representing a significant premium to its current market capitalization, and CHF 1 billion for NeuroX. Post-closing, Relief shareholders are expected to own approximately 9% of the combined entity on a fully diluted basis, with NeuroX shareholders holding the remaining 91%. The combined entity's shares will continue trading on the SIX Swiss Exchange.
The term sheet provides for full exclusivity during the negotiation and finalization of a definitive agreement, as well as a customary break fee, reflecting the commitment of both parties to advance the transaction. It also includes a one-year post-closing reset mechanism to adjust the ownership ratio within certain parameters based on the combined entity's market value at that time.
The transaction remains subject, among other customary conditions, to the negotiation and execution of a definitive agreement, completion of satisfactory due diligence, approval by the shareholders of both companies, completion of concurrent financing by NeuroX, filing of regulatory documentation with the applicable securities authorities, and receipt of regulatory and stock exchange approvals. There can be no assurance that the transaction will be completed on the terms described herein or at all.
The parties expect to finalize the definitive transaction agreement in Q3 2025, with closing anticipated in Q4 2025.
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. The Company has access to a CHF 50 million equity commitment in the form of a share subscription facility with its largest shareholder, Global Emerging Markets (GEM). For more information, visit www.relieftherapeutics.com.
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. 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.
The information provided on NeuroX and MindMaze within this press release is provided by NeuroX. Relief makes no representation or warranty as to the accuracy, completeness, or reliability of such information and disclaims any obligation or liability in connection with it.
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. There shall not be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of such other jurisdiction. This press release should not be treated as offering material of any sort and is for information purposes only.
SOURCE: Relief Therapeutics Holding SA
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