NeuroThera Labs Inc. (TSXV: NTLX) announced on March 10, 2026, that it has entered into a definitive share purchase agreement to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum Ltd. ("CliniQ"), a quantum technology company focused on transforming clinical trials through quantum computing. The transaction, valued at approximately $9.46 million based on the 20-day volume weighted average trading price, marks a strategic move to integrate advanced computational methods into drug development.
Under the agreement, NeuroThera will acquire 56,375 CliniQ shares from selling shareholders in exchange for 56.6 million common shares of NeuroThera. Additionally, the selling shareholders may receive earn-out payments of up to US$2.5 million, contingent on milestones such as patent filings and fundraising proceeds. The earn-out payments, payable in cash or shares at NeuroThera's discretion, include US$500,000 for each of the first three patent applications filed by CliniQ with the U.S. Patent and Trademark Office or the European Patent Office, up to US$1.5 million, and 7% of fundraising proceeds up to US$1 million, over a three-year period post-closing.
NeuroThera will also issue 2,829,999 finder's shares to arm's length finders. The transaction is subject to TSX Venture Exchange approval and an Israeli tax ruling, with closing expected within 30 days of the tax ruling submission. All consideration and finder's shares will be subject to a statutory hold period of four months plus one day.
CliniQ, incorporated in Israel, develops a next-generation platform leveraging quantum simulation and quantum Monte Carlo methods to unlock insights from massive, complex datasets. The goal is to design smarter, faster, and more adaptive clinical studies. NeuroThera, a clinical-stage biotech and majority-owned subsidiary of SciSparc Ltd., focuses on novel therapeutics for central nervous system disorders and other underserved health conditions.
This acquisition highlights the growing intersection of quantum computing and healthcare, potentially reducing the time and cost of clinical trials by enabling more efficient data analysis and trial design. For NeuroThera, the deal provides access to cutting-edge technology that could differentiate its drug development pipeline. The transaction is at arm's length and does not involve any non-arm's length parties.
Forward-looking statements in the release caution that actual results may differ materially due to risks including regulatory approvals, financing, and market conditions. The company's public filings are available on SEDAR+ at www.sedarplus.ca.
