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 54.01% majority stake in CliniQuantum Ltd., a private Israeli technology company specializing in quantum simulation and Monte Carlo methods for clinical trial data analysis. The transaction, initially announced on March 10, 2026, and updated on May 27, 2026, was completed after receiving all necessary corporate approvals and final acceptance from the TSX Venture Exchange (TSXV).
Under the terms of the share purchase agreement, NeuroThera issued 56,600,000 common shares from treasury to the selling shareholders, representing an aggregate deemed value of approximately C$9,459,954.20 based on the 20-day volume weighted average trading price of NeuroThera's common shares as of the date of the agreement. No cash consideration was paid. In addition, the selling shareholders may receive earn-out payments of up to US$2,500,000 in cash or common shares, contingent upon achieving milestones such as filing patent applications for the licensed technology and raising certain fundraising proceeds. These payments, if any, are due within three years of closing.
CliniQuantum is developing a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data, aiming to improve 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 company's focus includes developing novel therapeutics for CNS disorders and other underserved health conditions through collaborations and innovative combinations.
Notably, 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's ordinary shares. As a result, the transaction was classified as a "Reviewable Transaction" under TSXV Policy 5.3. However, it did not constitute a related party transaction under Multilateral Instrument 61-101.
In connection with the acquisition, NeuroThera issued 2,829,999 finder's shares to arm's length finders as payment for finder's fees. Both the consideration shares and finder's shares are subject to a statutory hold period of four months and one day from issuance, expiring on October 2, 2026. Additionally, the consideration shares have been deposited into escrow under a TSXV Form 5D Escrow Agreement, with a staggered release schedule: 10% upon closing, and 15% every six months thereafter over 36 months.
CliniQuantum, based in Tel Aviv, Israel, focuses on developing, marketing, and commercializing quantum simulation and Monte Carlo technologies for clinical trials. The company's early-stage business and reliance on a single licensed patent application present risks, as noted in NeuroThera's cautionary statements. The success of the platform depends on further development, patent issuance, and market adoption.
This acquisition marks a strategic move for NeuroThera to diversify its technology portfolio and leverage quantum computing in drug development, potentially enhancing the efficiency and accuracy of clinical trials. The company's forward-looking statements highlight uncertainties, including the early stage of CliniQuantum's business and the risk that the technology may not perform as expected. However, the deal positions NeuroThera at the intersection of biotech and quantum computing, a nascent but promising field.
