Neurothera Labs Inc. has entered into a definitive share purchase agreement to acquire approximately 54.01% of the issued and outstanding ordinary shares of Cliniquantum Ltd. The transaction represents a strategic move by the clinical-stage biotech company to integrate quantum computing technology into clinical trial design and execution.
Under the agreement dated March 9, 2026, Neurothera will acquire 56,375 CliniQ Shares from certain shareholders in exchange for 56,600,000 common shares of Neurothera. The consideration shares have an aggregate value of approximately $9,459,954.20 based on the 20-day volume weighted average trading price on the TSX Venture Exchange. The selling shareholders may also receive earn-out payments of up to US$2,500,000 contingent upon achievement of specific milestones, including US$500,000 for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of US$1,500,000. An additional amount equal to 7.0% of any fundraising proceeds raised by Neurothera, up to a maximum of US$1,000,000, may also be paid during the three-year period following closing.
Cliniquantum Ltd. is developing a next-generation platform designed to transform clinical trials through quantum computing technology. The company focuses on quantum simulation and quantum Monte Carlo methods to unlock insights from massive, complex datasets, aiming to enable smarter, faster, and more adaptive clinical studies. This acquisition positions Neurothera to potentially revolutionize how clinical trials are conducted by leveraging quantum computing's ability to process complex biological data at unprecedented speeds.
The transaction includes the issuance of 2,829,999 common shares as finder's fees to certain arm's length finders. Closing is expected within 30 days following submission of the application for Israeli tax ruling to the Israeli Tax Authority, subject to TSXV approval and satisfaction of all closing conditions. All consideration shares and finder's shares issued will be subject to a statutory hold period of four months plus one day from issuance, in accordance with applicable securities legislation and any additional TSXV requirements.
This acquisition represents a significant development in the convergence of biotechnology and quantum computing. The integration of quantum technology into clinical trials could potentially accelerate drug development timelines, reduce costs, and improve trial success rates by enabling more sophisticated data analysis and simulation capabilities. For the pharmaceutical industry, this move signals growing recognition of quantum computing's potential to address longstanding challenges in clinical research, particularly in complex central nervous system disorders where Neurothera focuses its therapeutic development.
The forward-looking information in the announcement includes statements regarding transaction closing, TSXV approvals, timing, earn-out payments, and anticipated strategic benefits. These statements involve known and unknown risks and uncertainties detailed in the company's public filings available on https://www.sedarplus.ca. The transaction is at arm's length, and neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of the release information.
