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. New Risk • Mar 01
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: CA$13.2m (US$9.65m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Shares are highly illiquid. Shareholders have been substantially diluted in the past year (462% increase in shares outstanding). Market cap is less than US$10m (CA$13.2m market cap, or US$9.65m). Announcement • Jan 27
Neurothera Labs Inc. (TSXV:NTLX) completed the acquisition of Portfolio of patents, trademarks, know-how of Xylo Technologies Ltd. Neurothera Labs Inc. (TSXV:NTLX) entered into a binding term sheet to acquire Portfolio of patents, trademarks, know-how of Xylo Technologies Ltd on November 26, 2025. On January 8, 2026, SciSparc Ltd. (NasdaqCM:SPRC) entered into a definitive agreement to acquire Portfolio of patents, trademarks, know-how of Xylo Technologies Ltd. The consideration consists of issue to Xylo an amount of ordinary shares of the SciSparc, which shall represent as of the closing date, 19.99% of the issued and outstanding share capital of the SciSparc. As part of consideration, an undisclosed value is paid towards assets of Portfolio of patents, trademarks, know-how of Xylo Technologies Ltd. The closing of the transaction will be subject to customary closing conditions, including receipt of shareholder approval, required regulatory approvals, negotiating and signing definitive agreements for the acquisition and is expected to close on March 8, 2026.
Meytal Katz of Primes & Co. acted as legal advisor for Xylo Technologies. Shachar Hadar of Meitar acted as legal advisor for SciSparc Ltd.
Neurothera Labs Inc. (TSXV:NTLX) completed the acquisition of Portfolio of patents, trademarks, know-how of Xylo Technologies Ltd on January 26, 2026. Announcement • Jan 01
NeuroThera Labs Inc. Grants Patent by Israeli Patent Office for Its Proprietary Opioid-Based Patent Family to Enhance Pain Relief and Reduce Side Effects SciSparc Ltd. announced that NeuroThera Labs Inc. announced that the Israel Patent Office has granted a patent for its proprietary combination of opioids and N-acylethanolamines. This patent covers methods and formulations designed to potentiate the therapeutic effects of opioids while significantly reducing associated side effects, such as tolerance, dependence, and gastrointestinal issues. This patent grant in Israel joins previously granted patents for the same technology in Europe, Japan, Australia, and Canada, further strengthening the global intellectual property protection of Neurothera's proprietary opioid-based platform. The patented technology leverages N-acylethanolamine, such as palmitoylethanolamide (PEA), to enhance opioid analgesia through synergistic mechanisms that amplify pain-relieving efficacy at lower doses. This patent family is based on a pre-clinical study conducted to evaluate the nociceptive effect of PEA when combined with opioids such as oxycodone, in well-established, regulatory compliance, pre-clinical models. In this study, researchers evaluated the pain relief potential of Neurothera's proprietary drug combination of oxycodone and PEA versus standalone oxycodone in numerous concentrations. Results showed that while oxycodone treatment led to marked alteration in animals' behavior and their response to pain stimuli, Neurothera''s proprietary combination was found to exert beneficial effects like reduction or even preventing some of oxycodone drugs psychoactive adverse events. The "opioid-sparing" effect shown in this study by Neurothera''s proprietary collaboration may reduce the required opioid dosage, which may help mitigate side effects such as addiction and respiratory depression. 