NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced on June 3, 2026, the closing of its acquisition of a 54.01% majority 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 finalized after receiving all necessary corporate approvals and final acceptance from the TSX Venture Exchange (TSXV).
As consideration for the 56,375 ordinary shares of CliniQuantum, 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 at the date of the share purchase agreement. 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 for the licensed technology and raising certain fundraising proceeds. These payments can be made in cash or common shares at NeuroThera's discretion, with any shares issued at a deemed price of at least $0.05 per share.
In connection with the acquisition, NeuroThera issued 2,829,999 finder's shares to arm's length finders as compensation. The consideration shares are subject to a TSXV Form 5D Escrow Agreement, with releases staggered over 36 months: 10% at closing, followed by 15% every six months thereafter. Both the consideration shares and finder's shares are also subject to a statutory hold period expiring on October 2, 2026.
The transaction is considered a reviewable transaction under TSXV Policy 5.3 due to the involvement of Amitay Weiss, a director of SciSparc and SciSparc Nutraceuticals Inc., who also serves as a director of Quantum X Labs Ltd., which holds the remaining 45.98% of CliniQuantum. However, it did not qualify as a related party transaction under Multilateral Instrument 61-101.
NeuroThera believes this acquisition complements its existing clinical development programs in central nervous system disorders by providing exposure to quantum technologies in life sciences. CliniQuantum's platform applies quantum simulation and Monte Carlo methods to improve clinical trial precision through identification of patient subpopulations that respond to investigational therapies. This integration could potentially accelerate drug development and reduce costs by enabling more targeted trials.
The deal underscores the growing intersection of quantum computing and biotechnology, offering a novel approach to analyzing complex clinical data. For NeuroThera, it represents a strategic move to leverage cutting-edge technology to enhance its pipeline. As the company integrates CliniQuantum's capabilities, stakeholders will watch for progress on the earn-out milestones, particularly patent applications and fundraising achievements, which could signal the platform's commercial viability. The transaction also highlights the TSXV's role in facilitating innovative tech-biotech mergers, though regulatory scrutiny remains given the non-arm's length nature of the deal.
