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 entered into a definitive share purchase agreement (SPA) to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum Ltd. ("CliniQ"), a quantum technology company specializing in quantum simulation and quantum-based Monte Carlo methods. The transaction is expected to close within 30 days following the submission of an application for an Israeli tax ruling, subject to TSX Venture Exchange (TSXV) approval and other conditions.
Under the SPA, Neurothera will acquire 56,375 CliniQ shares from certain 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 TSXV. In addition, the selling shareholders may receive earn-out payments of up to US$2,500,000, contingent on milestones such as patent filings by CliniQ and fundraising proceeds raised by Neurothera. The earn-out payments, if any, will be payable over three years following closing. Finder's fees will be paid through the issuance of 2,829,999 common shares to arm's length finders.
CliniQ is developing a next-generation platform that leverages quantum computing to unlock insights from massive, complex datasets, aiming to design smarter, faster, and more adaptive clinical trials. The acquisition aligns with Neurothera's focus on developing novel therapeutics for central nervous system disorders and other underserved health conditions through collaborations and innovative combinations.
"This acquisition represents a strategic step toward integrating cutting-edge quantum technology into clinical trial design," said a Neurothera spokesperson. The company believes that CliniQ's platform could significantly enhance the efficiency and effectiveness of drug development, potentially reducing costs and time to market for new therapies.
The transaction is at arm's length, and all consideration shares and finder's shares will be subject to a statutory hold period of four months plus one day from issuance, as well as any additional hold periods imposed by the TSXV. The company also noted that the earn-out payments are contingent upon achieving specific milestones, including the filing of patent applications with the United States Patent and Trademark Office or the European Patent Office, with up to US$500,000 for each of the first three patents, and 7% of fundraising proceeds up to US$1,000,000.
Neurothera Labs Inc. is a clinical-stage pharmaceutical company listed on the TSXV under the symbol NTLX. For further information, the company directs interested parties to its public filings on SEDAR+ at www.sedarplus.ca. The original press release is available on www.newmediawire.com.
