NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced on March 10, 2026, that it has signed a definitive share purchase agreement to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum Ltd. ("CliniQ"), a quantum technology company focused on quantum simulation and quantum-based Monte Carlo methods. The transaction aims to leverage quantum computing to enhance clinical trials by unlocking insights from complex datasets, potentially leading to smarter, faster, and more adaptive studies.
Under the agreement, NeuroThera will acquire 56,375 CliniQ shares from selling shareholders in exchange for 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. Additionally, the selling shareholders may receive earn-out payments of up to US$2,500,000, contingent on milestones such as patent filings and fundraising. The earn-out payments, payable in cash or common shares at NeuroThera's discretion, include US$500,000 for each of the first three patent applications filed by CliniQ with the USPTO or EPO (up to US$1,500,000), and 7.0% of any fundraising proceeds raised by the Company (up to US$1,000,000), payable within three years post-closing.
NeuroThera will also issue 2,829,999 finder's shares to arm's length finders in connection with the transaction. Closing is expected within 30 days following submission of an Israeli tax ruling application, subject to TSXV approval and other conditions. All consideration and finder's shares will be subject to a statutory hold period of four months plus one day, and any additional hold periods or escrow requirements imposed by the TSXV.
CliniQuantum Ltd., incorporated in Israel, focuses on developing and commercializing quantum simulation and quantum Monte Carlo technologies for clinical trials. This acquisition aligns with NeuroThera's strategy of advancing novel therapeutics for central nervous system disorders and other underserved health conditions through innovative collaborations. The integration of quantum computing could significantly improve trial efficiency, reduce costs, and accelerate drug development timelines.
The transaction is considered arm's length, and the company has provided forward-looking statements regarding the expected benefits and closing of the deal. However, risks include regulatory approvals, capital raising, and market uncertainties. For further details, refer to NeuroThera's filings on SEDAR+.
