Toronto, ON – TheNewswire - June 30, 2026 – NeuroThera Labs Inc. (the “Company” or “NeuroThera”) (TSXV: NTLX) a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd. (Nasdaq: SPRC), is pleased to announce that it will be proceeding with a non-brokered private placement of up to 37,050,000 units (the "Offered Units") at a price of C$0.135 per Offered Unit for gross proceeds of up to approximately C$5,000,000 (the "Offering").

 

Each Offered Unit will be comprised of one (1) common share in the capital of the Company (each, a “Unit Share”) and one (1) transferable common share purchase warrant (each, a “Unit Warrant”) entitling the holder thereof to acquire one common share in the capital of the Company (each, a “Unit Warrant Share”) at a price of C$0.18 per Unit Warrant Share for a period of 24 months from the date of issuance thereof.  The Unit Warrants will also have an acceleration provision whereby upon the approval of securities of NeuroThera for trading on the Nasdaq Stock Market, NeuroThera will accelerate the expiry date of 50% of the unexercised Unit Warrants.

 

Certain insiders of the Company may acquire Offered Units in the Offering. Any participation by insiders in the Offering would constitute a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Company expects such participation would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Offered Units subscribed for by the insiders, nor the consideration for the Offered Units paid by such insiders, would exceed 25% of the Company's market capitalization.

 

The Company intends to use the net proceeds of the Offering for general working capital purposes, including the evaluation of prospective transactions, settlement of liabilities, including repayment of outstanding indebtedness owed to SciSparc Ltd. and other corporate and administrative expenses.

 

The Unit Shares and Unit Warrants issued under the Offering will be subject to a statutory hold period expiring four months and one day from the date of issuance of such Offered Units.

 

The Company may pay finder's fees on a portion of the Offering, subject to applicable securities legislation. Closing of the Offering is subject to approval of the TSX Venture Exchange. It is not anticipated that any new insiders will be created, nor that any change of control will occur, ‎as a result of the Offering. Any participation by insiders of the Company in the Offering will be on the same terms as arm’s length investors.

 

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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.

 

Forward-Looking Statements

 

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements regarding: the completion of the Offering and the anticipated size and timing thereof; the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange; the anticipated use of the net proceeds of the Offering; the terms of the Offered Units, Unit Shares and Unit Warrants, including the exercise price and term of the Unit Warrants and the potential acceleration of their expiry; the potential listing or trading of the Company's securities on the Nasdaq Stock Market; participation in the Offering by insiders of the Company and the expected availability of exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101; the payment of finder's fees; and the expectation that no new insiders will be created and no change of control will occur as a result of the Offering.

 

Forward-looking statements are based on a number of assumptions and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied, including, without limitation: the Company's ability to complete the Offering on the announced terms and timing, or at all; the failure to obtain, or delays in obtaining, required regulatory and TSX Venture Exchange acceptance; the state of the capital markets and general economic conditions; the Company's ability to satisfy the conditions to, and the timing of, any Nasdaq listing; risks inherent in the Company's clinical-stage business; and the risk factors described in the Company's continuous disclosure filings available under its profile on SEDAR+ at www.sedarplus.ca.  

Although the Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on them, as the Company can give no assurance that they will prove to be correct. The forward-looking statements in this news release are made as of the date hereof, and the Company undertakes no obligation to update or revise them, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.