en.Wedoany.com Reported - NeuroThera Labs Inc. (TSXV: NTLX) announced the completion of its acquisition of approximately 54.01% of the equity interests in CliniQuantum Ltd. The transaction involves the acquisition of a total of 56,375 common shares in the capital of CliniQuantum, pursuant to a share purchase agreement entered into by the Company, CliniQuantum, and the selling shareholders on March 9, 2026, and amended on April 30, 2026. NeuroThera is a majority-owned subsidiary of SciSparc Ltd. (Nasdaq: SPRC), a clinical-stage biotechnology company.
As consideration for the purchased shares, NeuroThera issued a total of 56,600,000 common shares of the Company to the selling shareholders. Based on the 20-day volume-weighted average trading price of the Company's common shares on the TSX Venture Exchange (TSXV) as of the date of the agreement, the total deemed value of these consideration shares is approximately $9,459,954.20. No cash consideration was paid for the purchased shares.
The selling shareholders are also entitled to receive contingent consideration payments of up to an aggregate of $2,500,000, payable at the Company's discretion in cash or common shares. Such payments are linked to specific milestones, including: (i) $500,000 per each of the first three patent applications filed for the licensed technology, for a maximum aggregate of $1,500,000; and (ii) an amount equal to 7.0% of certain financing proceeds of the Company, up to a maximum aggregate of $1,000,000. All contingent payments must be made within three years following the closing. Any common shares issued to satisfy the conditions shall have a deemed price equal to the greater of the current market price on the applicable payment date and $0.05 per share (the minimum price permitted under TSXV policies).
To pay finder's fees related to the transaction, the Company issued a total of 2,829,999 common shares to certain arm's length finders.
CliniQuantum is a private Israeli technology company focused on developing a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, aiming to improve the precision of clinical trial outcomes by identifying patient subgroups that respond to the investigational therapy. NeuroThera believes the transaction complements its existing clinical development programs in central nervous system disorders and ventures into the application of quantum technology in the life sciences sector.
The transaction involves a "non-arm's length party" and constitutes a "Reviewable Transaction" under TSXV policies. Amitay Weiss, a director of SciSparc Ltd. and SciSparc Nutraceuticals Inc. (the Company's majority shareholder), is also a director of Quantum X Labs Ltd., which holds approximately 45.98% of the remaining common shares of CliniQuantum. The transaction does not constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101. The transaction has been completed following all necessary corporate approvals and final acceptance by the TSXV.
As a condition of the transaction, the selling shareholders have deposited a total of 56,600,000 consideration shares into escrow pursuant to an escrow agreement. These shares will be released from escrow according to the following schedule: 10% on the closing date; 15% on the six-month anniversary of closing; 15% on the twelve-month anniversary; 15% on the eighteen-month anniversary; 15% on the twenty-four-month anniversary; 15% on the thirty-month anniversary; and 15% on the thirty-six-month anniversary. The consideration shares and finder shares are subject to a statutory hold period of four months and one day from the date of issuance, which expires on October 2, 2026.
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