NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced the closing of its acquisition of a majority stake in CliniQuantum Ltd., a private Israeli technology company specializing in quantum simulation for clinical trials. The transaction, initially announced in March 2026, involved the purchase of 56,375 ordinary shares representing approximately 54.01% of CliniQuantum's issued shares from selling shareholders.
As consideration, NeuroThera issued 56,600,000 common shares valued at approximately $9,459,954.20 based on the 20-day volume-weighted average trading price on the TSX Venture Exchange. No cash was paid. Additionally, the selling shareholders may receive earn-out payments of up to US$2,500,000, contingent on achieving milestones such as filing patent applications for the licensed technology and securing fundraising proceeds. These payments can be made in cash or shares over three years.
CliniQuantum develops a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis. The technology aims to improve the precision of clinical trial outcomes by identifying patient subpopulations that respond to investigational therapies. NeuroThera believes the acquisition complements its existing programs in central nervous system disorders and provides exposure to quantum technologies in life sciences.
The transaction was considered a “Reviewable Transaction” under TSXV Policy 5.3 due to involvement of non-arm's length parties, including Amitay Weiss, a director of SciSparc and SciSparc Nutraceuticals, who is also a director of Quantum X Labs Ltd., which holds the remaining 45.98% of CliniQuantum. It did not constitute a related party transaction under Multilateral Instrument 61-101.
All necessary corporate approvals and final acceptance from the TSXV have been obtained. The consideration shares have been placed into escrow under a TSXV Form 5D Escrow Agreement, with releases scheduled over 36 months: 10% at closing, followed by 15% every six months. Both the consideration shares and finder's shares issued to arm's length finders are subject to a statutory hold period expiring October 2, 2026.
This acquisition positions NeuroThera to leverage quantum computing in clinical development, potentially reducing trial timelines and costs by better targeting patient subgroups. For the industry, it signals a growing intersection of quantum technology and biotech, which could transform how clinical data is analyzed. Investors may see this as a strategic move to differentiate NeuroThera's pipeline in CNS disorders, though risks remain regarding CliniQuantum's early-stage technology and reliance on licensed patents.
The company cautions that forward-looking statements regarding earn-out payments, escrow releases, and commercialization are subject to risks outlined in its continuous disclosure documents on SEDAR+ (www.sedarplus.ca).
