SciSparc's NeuroThera Labs Secures Conditional TSX Approval to Acquire 54% Stake in CliniQuantum

A conditional green light from the TSX Venture Exchange moves NeuroThera Labs one step closer to folding a quantum simulation analytics platform into its clinical development infrastructure — a structural shift that carries direct implications for how the SciSparc subsidiary designs and interprets future trial data. The approval, disclosed May 28, 2026, covers NeuroThera's proposed acquisition of approximately 54% of CliniQuantum Ltd., a private Israeli technology company.

Under the share purchase agreement signed in March 2026, NeuroThera will issue 56,600,000 common shares to CliniQuantum's selling shareholders in exchange for 56,375 ordinary shares of CliniQuantum, representing an aggregate consideration of approximately $9.46 million based on NeuroThera's 20-day volume-weighted average trading price. All consideration shares will be placed into escrow under a Form 5D Escrow Agreement consistent with TSX policies.

CliniQuantum's principal asset is an exclusive, worldwide, royalty-bearing license from Quantum X Labs Ltd. covering a single US provisional patent application — No. 63/942676 — titled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions." The platform applies quantum simulation and quantum Monte Carlo methods to clinical trial data with the stated objective of identifying patient subpopulations that respond to investigational therapies, a capability with direct relevance to adaptive trial design and patient stratification strategies.

The path to closing has required iterative SPA amendments. On April 30, 2026, NeuroThera and the selling shareholders amended the agreement to establish a floor price of $0.05 per common share for any earn-out-related issuances — a condition raised by the TSX during its transaction review — and to formalise lock-up arrangements for selling shareholders. The outside closing date was simultaneously extended from April 30 to June 1, 2026, to allow time to satisfy remaining conditions, including receipt of an Israeli tax ruling and final TSX acceptance.

For regulatory and clinical operations teams tracking the SciSparc portfolio, the CliniQuantum integration represents a data-analytics layer being built alongside existing CNS drug development programs, including THC- and CBD-based candidates such as SCI-110 for Tourette syndrome. Whether the quantum Monte Carlo methodology translates into measurable improvements in subpopulation identification will become a testable proposition once the platform is applied to active trial datasets.

Final TSX acceptance and the Israeli tax ruling remain outstanding conditions before the transaction closes, with June 1, 2026 set as the current outside date.

Source: SciSparc Ltd. via GlobeNewswire, May 28, 2026.