NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced today that it has closed its acquisition of a 54.01% majority stake in CliniQuantum Ltd., a private Israeli technology firm 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 finalized under a share purchase agreement dated March 9, 2026, as amended on April 30, 2026.
As consideration for the 56,375 ordinary shares acquired, NeuroThera issued 56,600,000 common shares from treasury to the selling shareholders, valued at approximately $9,459,954.20 based on the 20-day volume-weighted average trading price on the TSX Venture Exchange (TSXV) as of the SPA date. No cash was exchanged. 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 and raising certain fundraising proceeds, payable over three years in cash or shares at NeuroThera's discretion.
CliniQuantum, based in Tel Aviv, Israel, develops a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, aiming to identify patient subpopulations that respond to investigational therapies. NeuroThera believes this acquisition complements its clinical programs in central nervous system 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 its nutraceutical subsidiary, also serves as a director of Quantum X Labs Ltd., which holds the remaining 45.98% of CliniQuantum. The deal was classified as a reviewable transaction under TSXV Policy 5.3 but did not constitute a related party transaction under Multilateral Instrument 61-101. All necessary corporate approvals and final TSXV acceptance were obtained.
In connection with the closing, the selling shareholders deposited the consideration shares into escrow under a TSXV Form 5D Escrow Agreement, with staggered releases: 10% at closing, 15% at each six-month interval thereafter for three years, and the final 15% at 36 months. The shares are subject to a statutory hold period expiring on October 2, 2026. Additionally, 2,829,999 finder's shares were issued to arm's length finders as compensation.
Forward-looking statements in the release, including those regarding earn-out payments, escrow releases, and CliniQuantum's development, involve known and unknown risks. These include CliniQuantum's early-stage business, reliance on a single licensed patent application, and dependence on Quantum X Labs Ltd. for technical services. NeuroThera cautions that actual results may differ materially and disclaims any obligation to update forward-looking information except as required by law.
For more details, refer to the original press release on NewMediaWire.
