Toronto, Ontario – June 3, 2026 – TheNewswire –  NeuroThera Labs Inc. (TSXV: NTLX) (the “Company” or “NeuroThera”), a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd. (Nasdaq: SPRC), is pleased to announce that it has closed its previously announced acquisition (the “Transaction”) of an aggregate of 56,375 ordinary shares (the “Purchased Shares”) in the capital of CliniQuantum Ltd. (“CliniQuantum”), representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum, pursuant to a share purchase agreement dated March 9, 2026, as amended by an amending agreement dated April 30, 2026 (collectively, the “SPA”), among the Company, CliniQuantum and the holders of the Purchased Shares (collectively, the “Selling Shareholders”). The Transaction was initially announced by news release dated March 10, 2026 and updated by news release dated May 27, 2026.

 

As consideration for the Purchased Shares, the Company issued an aggregate of 56,600,000 common shares in the capital of the Company (the “Consideration Shares”) from treasury to the Selling Shareholders, representing an aggregate deemed value of approximately $9,459,954.20 (the “Purchase Price”) based on the 20-day volume weighted average trading price of the Company’s common shares (the “Current Market Price”) on the TSX Venture Exchange (the “TSXV”) as at the date of the SPA. No cash consideration was paid for the Purchased Shares.

 

In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to US$2,500,000 in the aggregate (the “Earn-Out Payments”), payable in cash and/or common shares of the Company at the sole discretion of the Company, contingent upon the achievement of certain milestones, consisting of: (i) US$500,000 for each of the first three patent applications filed in respect of the licensed technology, up to a maximum of US$1,500,000 in the aggregate; and (ii) an amount equal to 7.0% of certain fundraising proceeds raised by the Company, up to a maximum of US$1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following closing. In accordance with an amendment to the SPA, any common shares of the Company issued in satisfaction of the Earn-Out Payments will be issued at a deemed price equal to the greater of the Current Market Price (determined at the applicable payment date) and $0.05 per common share, being the minimum permitted price under the policies of the TSXV.

 

In connection with the Transaction, the Company issued an aggregate of 2,829,999 common shares in the capital of the Company (the “Finder’s Shares”) to certain arm’s length finders in satisfaction of finder’s fees payable in connection with the Transaction.

 

CliniQuantum is a private Israeli technology company engaged in the development of a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, with the objective of improving the precision of clinical trial outcomes through the identification of patient subpopulations that respond to investigational therapies. The Company believes the Transaction complements its existing clinical development programs in central nervous system disorders and provides exposure to the application of quantum technologies in the life sciences sector.

 

As previously disclosed, Amitay Weiss, a director of SciSparc Ltd. and SciSparc Nutraceuticals Inc., the majority owner of the Company, is also a director of Quantum X Labs Ltd., which holds the remaining approximately 45.98% of the ordinary shares of CliniQuantum. As a result, the Transaction involves “Non-Arm’s Length Parties” (as defined under the policies of the TSXV) and constituted a “Reviewable Transaction” under TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. The Transaction did not constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

 

Closing of the Transaction has occurred following receipt of all necessary corporate approvals and final acceptance of the TSXV.

 

In connection with the Transaction, the Selling Shareholders have deposited an aggregate of 56,600,000 Consideration Shares into escrow pursuant to a TSXV Form 5D Escrow Agreement (the “Escrow Agreement”), in accordance with the policies of the TSXV. The Consideration Shares subject to the Escrow Agreement will be released from escrow as follows:  

 

% of Securities Subject to Escrow Agreement	Release Date
10%	Closing
15%	6 month anniversary of the Closing
15%	12 month anniversary of the Closing
15%	18 month anniversary of the Closing
15%	24 month anniversary of the Closing
15%	30 month anniversary of the Closing
15%	36 month anniversary of the Closing

 

The Consideration Shares and the Finder’s Shares were issued under applicable Canadian securities laws and are subject to a statutory hold period of four months and one day from the date of issuance, expiring on October 2, 2026, in addition to the resale restrictions imposed under the Escrow Agreement.

 

About CliniQuantum Ltd.

CliniQuantum Ltd. is a private technology company incorporated under the laws of Israel and operating from Tel Aviv, Israel, focused on the development, sale, marketing and commercialization of products and technologies in the field of quantum simulation and quantum Monte Carlo, focusing on the application of this technology to clinical trials.

 

About Neurothera Labs Inc.

Neurothera Labs Inc. (TSXV: NTLX) is a clinical-stage pharmaceutical company focused on developing novel therapeutics for central nervous system disorders and other underserved health conditions through collaborations and innovative combinations.

For further information, please contact:

Michal Efraty

IR Manager

Neurothera Labs Inc.

Telephone: +972-3-7617108

Email: michal@efraty.com

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

  

Cautionary Notice on Forward-Looking Statements

 

Forward-looking information in this news release includes statements regarding: the payment of any Earn-Out Payments; the release of the Consideration Shares from escrow; the expiry of applicable hold periods and the listing of the Consideration Shares and Finder’s Shares for trading on the TSXV; the development and commercialization of CliniQuantum’s platform; and the anticipated strategic, operational and competitive benefits of the Transaction.

 

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. Such factors include, without limitation: the early stage of CliniQuantum’s business and its limited operating history; the risk that the licensed technology may not be developed to commercialization or may not perform as expected; risks relating to CliniQuantum’s reliance on Quantum X Labs Ltd. for technical services and on a single licensed patent application; the royalty and sublicense receipt obligations of CliniQuantum under its license agreement; the risk that the licensed patent application may not result in an issued patent or may result in patents of limited scope or value; general business, financial market, economic, competitive, political and social uncertainties; and the other risks described in the Company’s continuous disclosure documents filed on SEDAR+ (www.sedarplus.ca).

 

There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking information. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events, changes in assumptions or otherwise.