NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., announced today that it has closed 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, valued at approximately $9.46 million, was completed through the issuance of 56.6 million common shares to the selling shareholders, with no cash consideration paid.
CliniQuantum's platform applies quantum simulation to clinical trial data to identify patient subpopulations that respond to investigational therapies, potentially improving the precision of clinical trial outcomes. NeuroThera believes this acquisition complements its existing clinical development programs in central nervous system (CNS) disorders and provides exposure to the application of quantum technologies in life sciences. The deal underscores a growing trend of integrating advanced computational methods into drug development to enhance trial efficiency and success rates.
Under the terms of the share purchase agreement, first announced on March 10, 2026, and amended on April 30, 2026, the selling shareholders may also receive earn-out payments of up to $2.5 million, contingent on achieving milestones such as patent filings and fundraising proceeds. These payments could be made in cash or common shares over a three-year period. Additionally, the company issued 2,829,999 finder's shares to arm's length parties for services related to the transaction.
The acquisition is considered a “Reviewable Transaction” under TSX Venture Exchange policies due to the involvement of Amitay Weiss, a director of SciSparc and SciSparc Nutraceuticals, who also serves as a director of Quantum X Labs Ltd., which holds the remaining 45.98% of CliniQuantum shares. However, the transaction did not constitute a related party transaction under Multilateral Instrument 61-101.
The Consideration Shares are subject to an escrow agreement with a staggered release schedule over 36 months, beginning with 10% at closing. All shares are also subject to a statutory hold period expiring on October 2, 2026. The company has received final acceptance from the TSXV for the transaction.
This acquisition signals a significant step for NeuroThera in leveraging quantum computing to address challenges in CNS drug development, an area where trial failures are common due to patient heterogeneity. By identifying responsive subpopulations more accurately, CliniQuantum's technology could reduce trial sizes, lower costs, and accelerate timelines for bringing new therapies to market. For the life sciences industry, the deal highlights the potential of quantum technologies to transform clinical research, potentially leading to more personalized treatments for neurological disorders.
Forward-looking statements in the release caution that actual results may differ materially due to risks including CliniQuantum's early stage, reliance on a single licensed patent application, and uncertainties in technology development. For more details, refer to the company's filings on SEDAR+.
