NeuroThera Labs Inc. (TSXV: NTLX), a clinical-stage biotech company and majority-owned subsidiary of SciSparc Ltd., 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 quantum simulation and quantum-based Monte Carlo methods for clinical trials. The transaction, announced on March 10, 2026, marks a strategic move to integrate advanced computational capabilities into drug development.
Under the terms of the agreement, NeuroThera will acquire 56,375 CliniQ shares from certain selling shareholders. In consideration, NeuroThera will issue 56,600,000 common shares, valued at approximately $9,459,954.20 based on the 20-day volume-weighted average trading price on the TSX Venture Exchange. Additionally, the selling shareholders may receive earn-out payments of up to US$2,500,000, contingent on milestones such as patent filings and fundraising proceeds. The earn-out payments, if any, are payable over three years following closing.
CliniQ is developing a next-generation platform that applies quantum computing to clinical trials, aiming to unlock insights from massive, complex datasets to design smarter, faster, and more adaptive studies. The acquisition positions NeuroThera to potentially revolutionize how clinical data is analyzed, potentially reducing trial durations and costs while improving outcomes. This synergy could be particularly impactful for NeuroThera's pipeline in central nervous system disorders and other underserved health conditions.
The transaction is arm's length and subject to TSX Venture Exchange approval, as well as an Israeli tax ruling application. Closing is expected within 30 days of the tax ruling submission. Finder's fees will be paid via 2,829,999 common shares to arm's length finders. All shares issued will be subject to a statutory hold period of four months plus one day, along with any additional requirements imposed by the TSXV.
This acquisition underscores the growing intersection of quantum computing and biotechnology. By harnessing quantum simulation and Monte Carlo methods, CliniQ's technology could enable more efficient analysis of clinical trial data, potentially leading to faster identification of effective therapies. For NeuroThera, this move diversifies its capabilities beyond traditional drug development, adding a computational edge that may attract partnerships and accelerate its pipeline.
The forward-looking statements in the release highlight risks including regulatory approvals, integration challenges, and market conditions. However, the deal signals confidence in quantum technology's role in transforming clinical research. As the pharmaceutical industry seeks to reduce the high costs and failure rates of trials, such computational approaches may become increasingly vital.
