NeuroThera Labs Inc. Completes Acquisition of Majority Stake in CliniQuantum Ltd., Advancing Quantum-Powered Clinical Trial Analysis

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% majority stake in CliniQuantum Ltd., a private Israeli technology company specializing in quantum simulation and Monte Carlo methods for clinical trial data analysis. The transaction, initially disclosed on March 10, 2026, and amended on April 30, 2026, was finalized after receiving all necessary corporate approvals and final acceptance from the TSX Venture Exchange (TSXV).

Under the terms of the share purchase agreement, 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 consideration was paid. Additionally, the selling shareholders may earn up to US$2,500,000 in earn-out payments, contingent on achieving specific milestones, including filing three patent applications for the licensed technology (US$500,000 each) and raising certain fundraising proceeds (up to US$1,000,000). These payments, payable in cash or common shares at NeuroThera's discretion, must be made within three years post-closing.

CliniQuantum's platform applies quantum simulation and quantum Monte Carlo methods to clinical trial data, aiming to improve outcome precision by identifying patient subpopulations that respond to investigational therapies. NeuroThera believes this acquisition complements its existing central nervous system (CNS) disorder programs and provides exposure to quantum technologies in life sciences. The company stated that the deal is expected to enhance its ability to analyze clinical data and optimize trial designs.

As part of the transaction, NeuroThera issued 2,829,999 finder's shares to arm's length finders as compensation. The consideration shares and finder's shares are subject to a statutory hold period of four months and one day, expiring on October 2, 2026, and are also held under a TSXV escrow agreement with staged releases over 36 months. Amitay Weiss, a director of SciSparc Ltd. and its nutraceutical subsidiary, also serves as a director of Quantum X Labs Ltd., which retains the remaining 45.98% of CliniQuantum shares. This relationship made the transaction a 'Reviewable Transaction' under TSXV Policy 5.3, but it did not constitute a related party transaction under Multilateral Instrument 61-101.

The acquisition underscores NeuroThera's strategy to leverage advanced computational methods in drug development. By integrating CliniQuantum's technology, the company aims to reduce trial failures and accelerate the identification of effective therapies for CNS disorders, an area with high unmet medical need. The deal also highlights the growing intersection of quantum computing and biotechnology, potentially setting a precedent for future collaborations in precision medicine.

Forward-looking statements in the release caution that actual results may differ materially due to risks including CliniQuantum's limited operating history, reliance on a single licensed patent application, and dependence on Quantum X Labs for technical services. The company disclaims any obligation to update these statements except as required by law.