NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced today the closing of its acquisition of a majority stake in CliniQuantum Ltd., a private Israeli technology company. The transaction, initially announced on March 10, 2026, and amended on April 30, 2026, involved the purchase of 56,375 ordinary shares of CliniQuantum, representing approximately 54.01% of its issued and outstanding shares. The consideration consisted of 56,600,000 common shares of NeuroThera, valued at approximately $9,459,954.20 based on the 20-day volume weighted average trading price on the TSX Venture Exchange (TSXV). No cash was paid.
In addition to the Consideration Shares, the Selling Shareholders may receive earn-out payments of up to US$2,500,000, contingent on achieving milestones such as patent applications for the licensed technology and fundraising proceeds. The earn-out payments, payable over three years, can be settled in cash or common shares at NeuroThera's discretion. The company also issued 2,829,999 Finder's Shares to arm's length finders as compensation for their services in connection with the transaction.
CliniQuantum focuses on applying quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, aiming to enhance precision by identifying patient subpopulations that respond to investigational therapies. NeuroThera believes this acquisition complements its existing clinical development programs in central nervous system (CNS) disorders and provides exposure to quantum technologies in life sciences. The transaction involved non-arm's length parties, as Amitay Weiss, a director of SciSparc Ltd. and SciSparc Nutraceuticals Inc. (the majority owner of NeuroThera), is also a director of Quantum X Labs Ltd., which holds the remaining approximately 45.98% of CliniQuantum. The transaction was classified as a Reviewable Transaction under TSXV Policy 5.3 but did not constitute a related party transaction under Multilateral Instrument 61-101.
The Consideration Shares have been placed into escrow under a TSXV Form 5D Escrow Agreement, with scheduled releases of 10% at closing and 15% every six months thereafter until the 36-month anniversary. Additionally, the Consideration Shares and Finder's Shares are subject to a statutory hold period of four months and one day, expiring on October 2, 2026. The transaction received final acceptance from the TSXV and all necessary corporate approvals.
Forward-looking statements in the release involve risks including CliniQuantum's early stage of development, reliance on a single licensed patent application, and uncertainties in commercialization. For more information, see NeuroThera's continuous disclosure documents on SEDAR+ at www.sedarplus.ca.
