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Cult Food Science Updates Continuous Disclosure Record and Provides Corporate Update on Noochies Following OSC Staff Review

(via TheNewswire)

     

Toronto, Ontario – February 11, 2026 – TheNewswire - CULT Food Science Corp. (“CULT” or the “Company”) (CSE: CULT) (OTC: CULTF) (FRA: LN00), a disruptive food technology investment platform focused on making investments to pioneer the commercialization of lab-grown meat and cellular agriculture to reshape the global food industry, announces that, at the request of staff of the Ontario Securities Commission (“OSC Staff”), it has filed certain material agreements on its SEDAR+ profile that were previously disclosed by the Company but not filed, or required correction or clarification.

 

The Company confirms that these filings have been made as part of a continuous disclosure review being conducted by OSC Staff and in accordance with OSC Staff Notice 51-711 – Refilings and Corrections of Errors.

 

On May 20, 2025, the Company filed on SEDAR+ under project number 06287904 an Intellectual Property Purchase Agreement dated April 28, 2023, together with related intellectual property assignment agreements (including patent, trademark, copyright and related assignments), and a Promissory Note dated April 28, 2023. These agreements were previously disclosed by the Company and have now been formally filed on SEDAR+.

 

In connection with the filings completed on May 20, 2025 under SEDAR+ project number 06287904, the Company also filed the following material agreements, each of which had previously been disclosed in the Company’s continuous disclosure record but were not previously filed on SEDAR+:

 
  • Debt Settlement Agreements (various counterparties) – agreements settling outstanding trade payables through the issuance of common shares. 

  • SAFE (Simple Agreement for Future Equity) Instruments – investment agreements entered into with certain portfolio companies, including agreements with Novel Farms, Cell Ag Tech, Fiction Foods, Ohayo Valley, Umami, Mogale Meat Co., Biftek Inc., and other counterparties. 

  • Share Exchange and Joint Venture Agreements – agreements governing equity restructurings and strategic joint ventures with portfolio companies. 

 

In addition, on July 13, 2025, the Company filed on SEDAR+ under project number 06309557 certain additional material consulting, marketing, investor relations and advisory agreements with Triple Bull Consulting Inc., Spark Newswire Inc., Milestone Capital Partners Ltd., Longtable Capital Partners Inc., Binns Holdings Inc. (d/b/a Hopefield Advisors), Emerging Markets Consulting, LLC, and Guerilla Capital which had previously been disclosed in the Company’s continuous disclosure record but were not previously filed on SEDAR+.

 

In addition, on December 29, 2025, the Company filed on SEDAR+ under project numbers 06299893, 06379935 and 06379971, the following forms and material agreements, each of which had previously been disclosed in the Company’s continuous disclosure record but were not previously filed on SEDAR+:

  • Form 51-102F6V Statement of Executive Compensation – Venture Issuers for the years ended December 31, 2024 and 2023. 

  • Advisory agreement with Empower Insurance Corp., a company controlled by Russell Starr. 

  • Debt Settlement Agreements (various counterparties) – agreements settling outstanding trade payables through the issuance of common shares. 

 

As a result of these refilings, the Company acknowledges that it will be placed on the Ontario Securities Commission’s public Refilings and Errors list for a period of three years, in accordance with OSC Staff Notice 51-711 (Revised) – Refilings and Corrections of Errors.

 

Corporate Update on Noochies! Brand

 

The Company’s subsidiary, Further Foods Inc. (“FFI”), has ceased operations of its Noochies! brand of pet food products. FFI has been unable to secure the financing needed to continue operations and therefore has been forced to cease all product sales and business activities. FFI and the Company are currently evaluating strategic options for the Noochies! brand including divesting of some or all of the associated assets. The Company will provide further updates if any material transaction transpires.

 

The Company’s current operations consist of managing its global investment portfolio which is comprised of investments in more than a dozen lab grown meat and cellular agriculture startups. The Company continues to monitor the performance of its investments, seek liquidity on its investments and to evaluate new potential investments in line with its investment policy. The Company looks forward to providing future updates on its investment portfolio as events occur.

 

About CULT Food Science

 

CULT Food Science is a disruptive food technology investment platform focused on making investments to pioneer the commercialization of lab grown meat and cellular agriculture to reshape the global food industry. The Company’s investments may include the acquisition of equity, debt or other securities of publicly traded or private companies or other entities, financing in exchange for pre-determined royalties or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets. The Company also provides operational, advisory, and commercialization support to select companies in its portfolio, including collaboration in launching new consumer brands and products. The Company’s objective is to reshape the global food system while enhancing long-term shareholder value through active stewardship and innovation.

 

Additional information can be found by viewing the Company's website at www.cultfoodscience.com or its regulatory filings on www.sedarplus.ca.   

 

On behalf of the Board of Directors of the Company,

 

CULT FOOD SCIENCE CORP.

 

"Mitchell Jackman"

Mitchell Jackman, Chief Financial Officer

 

For further information about CULT Food Science Corp.:

Tel: + 1 (888) 733 - 8581

Email: [email protected]

Web: CULTFoodScience.com

Twitter: @CULTFoodScience

 

Forward-Looking Information:

 

Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", or statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. Forward-looking statements in this news release include, but are not limited to, statements regarding the Company’s continuous disclosure practices, the timing and completion of future filings, and the Company’s ongoing engagement with securities regulatory authorities. These forward-looking statements involve a number of known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. There is no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated. Forward-looking statements are based on the beliefs, assumptions, expectations, and opinions of management as of the date the statements are made. Such assumptions include but are not limited to: the Company’s ability to maintain compliance with applicable securities laws, the effectiveness of the Company’s internal disclosure controls, and its ability to cooperate with and respond to regulatory bodies. The Company undertakes no obligation to update forward-looking statements if these beliefs, estimates, and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements. For further information on risk factors, investors are advised to see the Company's MD&A and other disclosure filings with Canadian securities regulators, available at www.sedarplus.ca.

 

SOURCE: CULT Food Science Corp.

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