NeuroThera Labs Inc. (TSXV: NTLX) has announced the closing of its acquisition of a majority stake in CliniQuantum Ltd., a private Israeli technology company specializing in quantum simulation for clinical trial data analysis. The transaction, initially disclosed on March 10, 2026, and updated on May 27, 2026, involved the purchase of 56,375 ordinary shares representing approximately 54.01% of CliniQuantum's issued and outstanding shares.
As consideration, NeuroThera issued 56,600,000 common shares to the selling shareholders, valued at approximately $9,459,954.20 based on the 20-day volume weighted average trading price. No cash was exchanged. Additionally, the selling shareholders may earn up to US$2.5 million in earn-out payments, contingent on milestones such as patent applications and fundraising proceeds. The earn-out payments can be satisfied in cash or shares at NeuroThera's discretion, with shares issued at a deemed price no less than $0.05 per share.
CliniQuantum's platform applies quantum simulation and quantum Monte Carlo methods to improve clinical trial outcomes by identifying patient subpopulations that respond to investigational therapies. NeuroThera believes this acquisition complements its existing central nervous system disorder programs and provides exposure to quantum technologies in life sciences. The company noted that the transaction involved non-arm's length parties, as Amitay Weiss, a director of SciSparc Ltd. and its majority owner, also serves as a director of Quantum X Labs Ltd., which holds the remaining 45.98% of CliniQuantum shares. The transaction was reviewed under TSX Venture Exchange Policy 5.3 but did not constitute a related party transaction under Multilateral Instrument 61-101.
In connection with the acquisition, NeuroThera issued 2,829,999 finder's shares to arm's length finders. The consideration shares are subject to an escrow agreement with TSXV, releasing 10% at closing and 15% every six months thereafter over three years. The shares also carry a four-month-and-one-day statutory hold period expiring October 2, 2026.
NeuroThera Labs Inc. is a clinical-stage biotech company focused on central nervous system disorders and other underserved conditions. The company anticipates that the acquisition will yield strategic and operational benefits, though forward-looking statements involve risks, including CliniQuantum's early stage, reliance on a single patent application, and dependence on Quantum X Labs for technical services. Further details are available in NeuroThera's continuous disclosure documents on SEDAR+.
