SciSparc, a clinical-stage pharmaceutical company listed on Nasdaq under the ticker SPRC, announced that its majority-owned subsidiary, NeuroThera Labs, has signed a definitive agreement to acquire a controlling stake in CliniQuantum Ltd., a company focused on quantum computing technology for clinical trials.
Under the agreement, NeuroThera will purchase approximately 54.01 percent of CliniQuantum’s issued and outstanding ordinary shares through the acquisition of 56,375 shares from existing shareholders. In exchange, NeuroThera will issue 56,600,000 of its common shares, representing a total consideration valued at about $9.46 million based on the volume-weighted average trading price of NeuroThera shares on the TSX Venture Exchange during the 20 trading days prior to the agreement.
The deal also includes potential earn-out payments of up to $2.5 million over a 3-year period following the transaction’s closing. These payments may be made in cash or NeuroThera shares at the company’s discretion and are tied to milestone achievements. The milestones include $500,000 payments for each of the first three patent applications filed by CliniQuantum with either the U.S. Patent and Trademark Office or the European Patent Office, for a maximum of $1.5 million. Additional earn-out compensation of up to $1 million may be awarded based on 7 percent of fundraising proceeds raised by NeuroThera.
CliniQuantum develops a platform designed to improve clinical trials through quantum computing and simulation technology. The company’s approach aims to analyze large and complex datasets to design faster, more adaptive clinical studies and uncover insights that may be difficult to detect using traditional computing methods. The company’s technology portfolio includes patents licensed from Ramot at Tel Aviv University related to quantum simulation and quantum Monte Carlo techniques.
The transaction is expected to close within about 30 days after the submission of an application for an Israeli tax ruling to the Israeli Tax Authority, subject to customary closing conditions. The companies anticipate completing the transaction on or around March 31, 2026.
SciSparc focuses on developing pharmaceutical technologies and drug candidates primarily based on cannabinoid compounds such as THC and non-psychoactive CBD. Its clinical programs include SCI-110 for the treatment of Tourette syndrome as well as Alzheimer’s disease–related agitation, and SCI-210 for the treatment of autism spectrum disorder and status epilepticus. Through NeuroThera, the company also holds a controlling interest in a subsidiary that sells hemp seed oil-based products on the Amazon marketplace.
