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 54.01% stake in CliniQuantum Ltd., a private Israeli technology company specializing in quantum simulation and quantum Monte Carlo methods for clinical trial data analysis. The transaction, initially announced on March 10, 2026, and updated on May 27, 2026, was completed pursuant to a share purchase agreement dated March 9, 2026, as amended on April 30, 2026.
Under the terms, 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. No cash was paid. Additionally, the selling shareholders may receive earn-out payments of up to US$2,500,000, contingent on milestones including patent filings and fundraising proceeds. Earn-outs are payable over three years, with shares issued at a deemed price of at least $0.05 per share if applicable.
In connection with the transaction, NeuroThera issued 2,829,999 finder’s shares to arm’s length finders. The consideration shares are subject to escrow and will be released in tranches over 36 months. All shares are subject to a four-month-and-one-day statutory hold period expiring October 2, 2026.
CliniQuantum’s platform applies quantum simulation and Monte Carlo methods to clinical trial data, aiming to enhance precision by identifying patient subpopulations that respond to therapies. NeuroThera believes the acquisition complements its central nervous system disorder programs and offers exposure to quantum technologies in life sciences. The transaction was deemed a reviewable transaction under TSXV Policy 5.3 due to a director overlap with Quantum X Labs Ltd., which holds the remaining CliniQuantum shares, but did not constitute a related party transaction under Multilateral Instrument 61-101.
This acquisition marks a strategic move for NeuroThera to integrate advanced computational methods into its drug development pipeline. By leveraging CliniQuantum’s technology, the company aims to improve clinical trial outcomes, potentially reducing costs and accelerating timelines. The deal also positions NeuroThera at the intersection of biotech and quantum computing, a nascent but rapidly evolving field. For CliniQuantum, the partnership provides access to NeuroThera’s resources and public market visibility, enabling further development of its platform. The escrow arrangements and earn-out structures align incentives, ensuring that value creation is shared over time.
