NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., has closed its acquisition of a 54.01% majority stake in CliniQuantum Ltd., a private Israeli technology company. The transaction, initially announced on March 10, 2026, and updated on May 27, 2026, was completed pursuant to a share purchase agreement. NeuroThera issued 56,600,000 common shares from treasury to the selling shareholders as consideration, valued at approximately $9,459,954.20 based on the 20-day volume weighted average trading price on the TSX Venture Exchange. No cash was paid.
CliniQuantum is developing a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis. The technology aims to improve the precision of clinical trial outcomes by identifying patient subpopulations that respond to investigational therapies. For NeuroThera, which focuses on novel therapeutics for central nervous system (CNS) disorders, this acquisition complements its existing clinical programs and provides exposure to quantum technologies in the life sciences sector.
The deal includes potential earn-out payments of up to US$2,500,000, contingent on milestones such as filing patent applications for the licensed technology and fundraising proceeds. Earn-out payments, if any, will be made in cash or common shares within three years following closing. Additionally, the company issued 2,829,999 common shares to arm's length finders as finder's fees.
As part of the transaction, the 56,600,000 consideration shares have been placed into escrow under a TSXV Form 5D Escrow Agreement, with releases scheduled over 36 months. The shares are also subject to a statutory hold period expiring on October 2, 2026. The transaction involved non-arm's length parties, as Amitay Weiss, a director of SciSparc Ltd. and SciSparc Nutraceuticals Inc. (the majority owner of NeuroThera), is also a director of Quantum X Labs Ltd., which holds the remaining 45.98% of CliniQuantum shares. The deal was classified as a Reviewable Transaction under TSXV Policy 5.3 but did not constitute a related party transaction under Multilateral Instrument 61-101.
This acquisition signals a growing convergence of quantum computing and life sciences, with potential to transform how clinical trials are designed and analyzed. By leveraging quantum methods to identify responsive patient subgroups, NeuroThera could reduce trial costs, accelerate drug development, and increase success rates for CNS therapies. For industry leaders, this highlights the strategic value of integrating advanced computational techniques into clinical development pipelines. The deal also underscores the importance of partnerships with innovative tech firms to gain competitive advantages in drug discovery and personalized medicine.
The closing of the transaction followed receipt of all necessary corporate approvals and final acceptance from the TSXV. The company cautions that forward-looking statements regarding earn-out payments, escrow releases, and commercialization of CliniQuantum's platform involve risks and uncertainties, including the early stage of CliniQuantum's business, reliance on a single licensed patent application, and general market conditions. Investors are advised to review the company's continuous disclosure documents on SEDAR+ for more details.
