Announcement • Jun 04
Neurothera Labs Inc. (TSXV:NTLX) completed the acquisition of 54.01% stake in CliniQuantum Ltd. Neurothera Labs Inc. (TSXV:NTLX) entered into a definitive share purchase agreement to acquire 54.01% stake in CliniQuantum Ltd. for $9 million on March 9, 2026. In consideration for the Purchased Shares, the Company will issue an aggregate of 56,600,000 common shares in the capital of the Company (the "Consideration Shares") to the Selling Shareholders, representing an aggregate value of approximately $9.5 million based on the 20-day volume weighted average trading price of the Neurothera's common shares on the TSX Venture Exchange. In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to $2.5 million in the aggregate (the "Earn-Out Payments"), payable in cash and/or common shares of Neurothera at the sole discretion of Neurothera, contingent upon the achievement of the certain milestones, including $0.5 million for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of $1.5 million in the aggregate; and an amount equal to 7.0% of any fundraising proceeds raised by Neurothera, up to a maximum of $1 million in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following the closing of the Transaction. The Approval of the Neurothera Labs's Board of Directors and Shareholders has been received
Closing of the Transaction is expected to occur within 30 days following the submission of the application for the Israeli tax ruling to the Israeli Tax Authority, subject to TSXV approval and satisfaction or waiver of all closing conditions. As of May 27, 2026, the outside date for the completion of the transaction has been extended to June 1, 2026. On May 28, 2026, parties received a conditional regulatory approval from the TSX Venture Exchange.
I.F.S. Consulting and Investments (2009) Ltd acted as fairness opinion provider for Neurothera Labs Inc.
Neurothera Labs Inc. (TSXV:NTLX) completed the acquisition of 54.01% stake in CliniQuantum Ltd. on June 3, 2026.
Amitay Weiss, a director of SciSparc Ltd. and SciSparc Nutraceuticals Inc., is also a director of Quantum X Labs Ltd., which holds the remaining approximately 45.98% of the ordinary shares of CliniQuantum.
Closing of the Transaction has occurred following receipt of all necessary corporate approvals and final acceptance of the TSXV. Announcement • Mar 17
Neurothera Labs Inc. Clearmind Medicine Inc. Collaboration Leads to Patent Application for Depression Therapy SciSparc Ltd. reported that pursuant to NeuroThera’s ongoing collaboration with Clearmind Medicine Inc., a patent application has been filed by Clearmind with the Intellectual Property Department in Hong Kong, China, for a innovative combination therapy designed to treat major depressive disorder (MDD). This innovative treatment combines Clearmind’s proprietary 5-methoxy-2-aminoindane (MEAI) with Palmitoylethanolamide (PEA) sourced by NeuroThera. The patent filing underscores the promise of this MEAI-PEA synergy as a non-hallucinogenic neuroplastogen option for combating depression, a condition affecting more than 332 million people globally, according to the World Health Organization article titled “Depressive Disorder (Depression)”, published in August 2025. Announcement • Mar 11
CliniQuantum Ltd. entered into a definitive share purchase agreement to acquire Neurothera Labs Inc. (TSXV:NTLX) from SciSparc Ltd. (NasdaqCM:SPRC) in a reverse merger transaction. CliniQuantum Ltd. entered into a definitive share purchase agreement to acquire Neurothera Labs Inc. (TSXV:NTLX) from SciSparc Ltd. (NasdaqCM:SPRC) in a reverse merger transaction on March 9, 2026. In consideration for the Purchased Shares, the Company will issue an aggregate of 56,600,000 common shares in the capital of the Company (the "Consideration Shares") to the Selling Shareholders, representing an aggregate value of approximately $9.5 million based on the 20-day volume weighted average trading price of the Neurothera's common shares on the TSX Venture Exchange. In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to $2.5 million in the aggregate (the "Earn-Out Payments"), payable in cash and/or common shares of Neurothera at the sole discretion of Neurothera, contingent upon the achievement of the certain milestones, including $0.5 million for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of $1.5 million in the aggregate; and an amount equal to 7.0% of any fundraising proceeds raised by Neurothera, up to a maximum of $1 million in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following the closing of the Transaction.
Closing of the Transaction is expected to occur within 30 days following the submission of the application for the Israeli tax ruling to the Israeli Tax Authority, subject to TSXV approval and satisfaction or waiver of all closing conditions.