NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced a definitive share purchase agreement to acquire approximately 54.01% of CliniQuantum Ltd. ("CliniQ"), a quantum technology company focused on transforming clinical trials through quantum simulation and quantum-based Monte Carlo methods. The transaction, valued at approximately $9.46 million based on the 20-day volume weighted average trading price of NeuroThera's shares, involves the issuance of 56.6 million common shares to the selling shareholders.
CliniQ develops a next-generation platform that leverages quantum computing to unlock insights from massive, complex datasets, aiming to design smarter, faster, and more adaptive clinical studies. The acquisition positions NeuroThera to integrate quantum technology into its drug development pipeline, potentially accelerating the discovery and validation of novel therapeutics for central nervous system disorders and other underserved health conditions.
Under the agreement, NeuroThera will issue 56.6 million common shares to acquire 56,375 CliniQ shares. Additionally, the selling shareholders may receive earn-out payments of up to US$2.5 million, contingent on milestones such as patent filings and fundraising proceeds. Specifically, US$500,000 is payable for each of the first three patent applications filed with the U.S. Patent and Trademark Office or the European Patent Office, up to a maximum of US$1.5 million. An additional earn-out of up to US$1 million is tied to 7% of any fundraising proceeds raised by NeuroThera, 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. The transaction is expected to close within 30 days after submitting an application for an Israeli tax ruling, subject to TSX Venture Exchange approval and customary closing conditions. All shares issued will be subject to a statutory hold period of four months plus one day, along with any additional hold periods imposed by the TSXV.
This acquisition marks a strategic move for NeuroThera, as it combines its expertise in CNS therapeutics with CliniQ's advanced quantum computing capabilities. By harnessing quantum simulation and Monte Carlo methods, the company aims to enhance clinical trial efficiency, reduce costs, and improve outcomes. The integration could lead to more precise patient stratification, optimized trial designs, and faster regulatory approvals.
The announcement underscores the growing intersection of quantum computing and biotechnology, with implications for data analysis in clinical research. Quantum computing's ability to process complex datasets rapidly may address longstanding challenges in clinical trials, such as identifying biomarkers and predicting treatment responses. NeuroThera's investment aligns with industry trends toward digital transformation in drug development.
For more details, refer to the original press release on NewMediaWire. Additional information is available on SEDAR+ at www.sedarplus.ca.
