SciSparc: Subsidiary NeuroThera Labs (75%) Signs Definitive Agreement to Acquire Majority Stake in CliniQuantum, Innovator in Quantum-based Clinical trails

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) announced that its majority-controlled subsidiary NeuroThera Labs (TSXV: NTLX) signed a definitive share purchase agreement to acquire approximately 54.01% of CliniQuantum (CliniQ), a quantum‑technology company focused on quantum simulation for clinical trials.

NeuroThera will issue 56,600,000 common shares valued at about $9,459,954.20 and may pay up to $2,500,000 in earn-outs over three years. Closing is expected on or about March 31, 2026, subject to conditions including an Israeli tax ruling.

Positive

• NeuroThera acquires majority stake: 54.01%
• Consideration issued: 56,600,000 NeuroThera shares valued at $9.46M
• Earn-out aligns incentives: up to $2.5M payable over three years

Negative

• Significant share issuance: 56.6M new NeuroThera shares may dilute holders
• Earn-outs contingent on patent filings and fundraising, creating uncertain payments
• Closing contingent on Israeli tax ruling and other conditions by ~Mar 31, 2026

Argus Mar 10 session

-28.34% close to close 43.8x rel. volume Open Argus

Details

News Market Reaction – SPRC

On Mar 10, the day this news came out, SPRC closed 28.34% below the previous close. That session’s volume was 43.8x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Mar 10 session.

Key Figures

SciSparc stake in NeuroThera: 75% CliniQ stake acquired: 54.01% CliniQ shares purchased: 56,375 shares +5 more

SciSparc stake in NeuroThera

75%

Controlling interest in NeuroThera Labs referenced in deal

CliniQ stake acquired

54.01%

Majority of CliniQuantum ordinary shares on fully diluted basis

CliniQ shares purchased

56,375 shares

Number of CliniQ shares NeuroThera will acquire under SPA

NeuroThera shares issued

56,600,000 shares

Consideration shares issued to CliniQ selling shareholders

Equity consideration value

$9,459,954.20

Based on 20-day VWAP of NeuroThera on TSXV

Maximum earn-out

$2,500,000

Potential additional payments over three-year Earn-Out Period

Patent filing earn-out

$500,000 each

For first three USPTO/EPO patent applications, max $1,500,000

Fundraising-linked earn-out

7.0%

Of NeuroThera fundraising proceeds, capped at $1,000,000

Previous Acquisition Reports

5 past events · Latest: Jan 26

Same Type 5 events

1. Jan 26

   IP portfolio acquisition

   24h Move

   -7.9%

   Closed purchase of Xylo IP portfolio centered on MUSE endoscopic system.

2. Jan 13

   Endoscope IP deal

   24h Move

   -15.5%

   Definitive agreement to acquire endoscope patents and related camera technology.

3. Dec 02

   Quantum data term sheet

   24h Move

   -4.9%

   NeuroThera term sheet for majority of quantum bio data analytics company.

4. Dec 01

   GERD IP term sheet

   24h Move

   -16.4%

   Binding term sheet to acquire MUSE GERD device IP portfolio from Xylo.

5. Nov 26

   Endoscopy patents deal

   24h Move

   -9.0%

   Binding term sheet for treasury of patents for innovative endoscopy systems.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

volume weighted average trading price, quantum simulation, earn-out payments, tsx venture exchange, +2 more

6 terms

volume weighted average trading price technical

"representing an aggregate value of approximately $9,459,954.20 based on the volume weighted average trading price"

Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.

quantum simulation technical

"in the field of quantum simulation and quantum Monte Claro. CliniQ develops a next-generation platform"

Quantum simulation is using powerful quantum computers or specialized software to mimic how tiny particles and complex materials behave, like running a very detailed virtual lab for the atomic world. Investors care because it can accelerate discovery of new drugs, materials, and chemical processes or improve risk models, potentially creating competitive advantages and new markets; think of it as a faster, more precise way to test ideas before costly real‑world trials.

earn-out payments financial

"may be entitled to receive earn-out payments of up to $2,500,000 in the aggregate"

Earn-out payments are extra sums promised to the seller of a business that are paid later only if the company meets agreed performance targets, such as revenue or profit levels. They matter to investors because they shift some acquisition risk from the buyer to the seller, affect future cash flow and reported purchase price, and can change how much value is ultimately paid for an acquisition—think of it like a performance bonus tied to how well the bought business performs.

tsx venture exchange financial

"based on the volume weighted average trading price of the NeuroThera's common shares on the TSX Venture Exchange"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

united states patent and trademark office regulatory

"for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office"

A U.S. government agency that reviews and issues patents for inventions and registers trademarks for brand names and logos, acting like an official office that grants property deeds for ideas and branding. Investors care because patents and trademarks can create legal barriers to competition, support higher pricing, enable licensing revenue, and affect a company’s long‑term value and legal risk—so decisions by this office can materially influence a firm’s prospects.

european patent office regulatory

"filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office"

The European Patent Office is the regional agency that examines and grants patents valid in many European countries under a common system. For investors, EPO patents are important because they can give a company time-limited exclusive rights to an invention, acting like a legal lock that can protect market share, enable licensing income, and signal technical strength or reduced competition. Patent grants and rejections can materially affect a company’s value and future revenue prospects.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TEL AVIV, Israel, March 10, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), today announced that NeuroThera Labs Inc. (TSXV: NTLX) ("NeuroThera"), a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system disorders, in which SciSparc holds a controlling interest of approximately 75%, has entered into a definitive share purchase agreement (the "SPA"), between NeuroThera, CliniQuantum Ltd. (“CliniQ”) and the Selling Shareholders (as defined below) to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQ (the "CliniQ Shares") on a fully diluted basis immediately prior to the closing of the transaction (the “Transaction”). CliniQ is a quantum technology company holding patents from Ramot at the Tel Aviv University,  in the field of quantum simulation and quantum Monte Claro.

CliniQ develops a next-generation platform to transform clinical trials with the power of quantum computing. Its aim is to unlock insights hidden in massive, complex datasets to design smarter, faster, and more adaptive studies.

Transaction Overview

Under the SPA, NeuroThera will acquire 56,375 CliniQ Shares (the "Purchased Shares"), representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQ from certain shareholders of CliniQ (collectively, the "Selling Shareholders").

In consideration for the Purchased Shares, NeuroThera will issue an aggregate of 56,600,000 common shares from the capital of NeuroThera (the "Consideration Shares") to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the  volume weighted average trading price of the NeuroThera's common shares on the TSX Venture Exchange (the "TSXV") for the 20 trading days immediately preceding the date of the determination.

In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to $2,500,000 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 $500,000 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 $1,500,000 in the aggregate filed during the Earn-Out Period (as defined below); and an amount equal to 7.0% of any fundraising proceeds raised by NeuroThera, up to a maximum of $1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following the closing of the Transaction (the “Earn-Out Period”).

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 satisfaction or waiver of all closing conditions. The closing of the Transaction is anticipated to be on or about March 31, 2026, unless otherwise agreed by the parties in writing.

About SciSparc Ltd. (Nasdaq: SPRC):

The Company, through its majority-owned subsidiary NeuroThera Labs Inc., engages in clinical-stage pharmaceutical developments. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, together with its majority-owned subsidiary NeuroThera Labs Inc., are currently engaged in the following drug development programs based on THC and/or non-psychoactive CBD: SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer's disease and agitation; and SCI- 210 for the treatment of ASD and status epilepticus. The Company, through NeuroThera Labs Inc., also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon.com Marketplace.

About NeuroThera Labs Inc.

NeuroThera Labs Inc. 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.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc uses forward-looking statements when it discusses the closing of the Transaction, which is subject to satisfaction or waiver of all closing conditions, and timing thereof and that the Selling Shareholders may be entitled to the Earn-Out Payments. Because such statements deal with future events and are based on SciSparc's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in SciSparc's Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake will NeuroThera acquire in CliniQuantum under the SPA?

NeuroThera will acquire approximately 54.01% of CliniQuantum on a fully diluted basis. According to NeuroThera, the purchase comprises 56,375 CliniQ shares acquired from selling shareholders as detailed in the SPA.

How much consideration will NeuroThera issue for the CliniQuantum acquisition?

NeuroThera will issue 56,600,000 common shares valued at about $9,459,954.20. According to NeuroThera, the value is based on the 20‑day VWAP on the TSXV prior to the determination.

What earn-out payments are possible from the NeuroThera–CliniQuantum deal?

The selling shareholders may receive up to $2,500,000 in earn-outs over three years. According to NeuroThera, payments include $500,000 per qualifying patent filing and 7% of fundraising proceeds capped at $1,000,000.

When is the CliniQuantum transaction expected to close for SPRC subsidiary NeuroThera?

Closing is expected within 30 days after submitting an Israeli tax ruling application, anticipated on or about March 31, 2026. According to NeuroThera, closing remains subject to satisfaction or waiver of closing conditions.

What strategic purpose does CliniQuantum serve for NeuroThera and SPRC?

CliniQuantum provides a quantum simulation platform aimed at improving clinical trial design and data analysis. According to NeuroThera, the acquisition seeks to leverage quantum computing to unlock insights in large, complex clinical datasets.

How might the NeuroThera share issuance affect existing shareholders?

The issuance of 56.6M NeuroThera shares increases outstanding shares and may dilute current equity. According to NeuroThera, the Consideration Shares are part of the purchase consideration and could affect per‑share metrics for investors.