SciSparc: Subsidiary NeuroThera Labs Completed Acquisition of CliniQuantum

SciSparc (Nasdaq: SPRC) reported that its subsidiary NeuroThera Labs (TSXV: NTLX) closed the acquisition of approximately 54% of CliniQuantum by issuing 56,600,000 NeuroThera common shares, valued at about CAD$9.46 million.

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) reported that its subsidiary NeuroThera Labs (TSXV: NTLX) closed the acquisition of approximately 54% of CliniQuantum by issuing 56,600,000 NeuroThera common shares, valued at about CAD$9.46 million.

Selling shareholders may receive up to US$2.5 million in earn-outs over three years. CliniQuantum holds a key license from Quantum X Labs for quantum simulation and quantum Monte Carlo methods in clinical trials. An SPA amendment set a CAD$0.05 floor price for future earn-out share issuances and added lock-up arrangements.

Positive

• NeuroThera acquires approximately 54% controlling interest in CliniQuantum
• Transaction consideration valued at about CAD$9.46 million based on 20-day VWAP
• Earn-out structure up to US$2.5 million aligns payments with future milestones
• Access to licensed quantum simulation and Monte Carlo technology for clinical trials
• SPA amendment introduces CAD$0.05 minimum price for future earn-out share issuances
• Lock-up arrangements for selling shareholders may help manage post-closing share supply

Negative

• Issuance of 56,600,000 new NeuroThera shares creates potential shareholder dilution
• Additional earn-out payments up to US$2.5 million may require cash or further share issuance
• CliniQuantum’s material asset is a single license tied to one provisional patent application
• Earn-out obligations can extend for three years after closing, adding ongoing contingent liabilities

Argus Jun 4 session

+21.99% close to close Open Argus

Details

News Market Reaction – SPRC

On Jun 4, the day this news came out, SPRC closed 21.99% above the previous close.

Data tracked by StockTitan Argus for the Jun 4 session.

Key Figures

CliniQuantum stake acquired: approximately 54% CliniQuantum shares purchased: 56,375 ordinary shares Consideration shares: 56,600,000 common shares +5 more

CliniQuantum stake acquired

approximately 54%

Majority interest acquired by NeuroThera

CliniQuantum shares purchased

56,375 ordinary shares

Equity acquired under SPA

Consideration shares

56,600,000 common shares

NeuroThera shares issued to Selling Shareholders

Equity consideration value

CAD$9,459,954.20

Based on 20-day VWAP on TSXV at SPA date

Maximum earn-out

US$2,500,000

Potential contingent payments over three years

Patent application earn-out

US$500,000 each, up to US$1,500,000

For first three patent applications on licensed tech

Fundraising-based earn-out

7.0% of certain proceeds, up to US$1,000,000

Tied to NeuroThera fundraising

Earn-out period

three-year period

Measurement window following closing

Previous Acquisition Reports

5 past events · Latest: May 28

Same Type 5 events

1. May 28

   Regulatory approval for deal

   24h Move

   +140.3%

   TSXV granted conditional approval for NeuroThera’s CliniQuantum acquisition.

2. Mar 10

   Definitive CliniQuantum deal

   24h Move

   -28.3%

   NeuroThera signed share purchase agreement to buy ~54% of CliniQuantum.

3. Jan 26

   Endoscope IP acquisition close

   24h Move

   -7.9%

   SciSparc closed acquisition of MUSE™ endoscopic IP portfolio from Xylo.

4. Jan 13

   Endoscope IP agreement

   24h Move

   -15.5%

   SciSparc agreed to acquire endoscopic patents via shares equal to 19.99% equity.

5. Dec 02

   Quantum data term sheet

   24h Move

   -4.9%

   NeuroThera signed non-binding term sheet to buy 55% of a quantum analytics firm.

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

Key Terms

earn-out payments, volume weighted average trading price, quantum Monte Carlo, royalty-bearing license, +4 more

8 terms

earn-out payments financial

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

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.

volume weighted average trading price financial

"based on the 20-day volume weighted average trading price of NeuroThera‘s"

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 Monte Carlo technical

"applies quantum simulation and quantum Monte Carlo methods to clinical trial data"

Quantum Monte Carlo is a family of computer simulation techniques that use random sampling to predict how collections of particles behave according to quantum physics. Think of it as rolling millions of digital dice to estimate properties—like energy, conductivity, or binding strength—that are otherwise hard to calculate exactly. Investors care because these simulations can speed up and de‑risk discovery of new drugs, materials, or quantum devices, influencing R&D costs, timelines and competitive advantage.

royalty-bearing license financial

"granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs'"

A royalty-bearing license is a legal agreement that lets one party use another’s intellectual property—such as a patent, trademark, or copyrighted technology—in exchange for ongoing payments tied to sales, production, or a fixed fee per unit. For investors it signals a predictable cost and revenue sharing: licensors gain a steady income stream with lower operating risk, while licensees may face reduced margins but avoid large upfront development costs, like renting a recipe and paying per cake sold.

patent application regulatory

"consists of a single United States provisional patent application (No. 63/942676)"

A patent application is a formal request filed with a government office asking for legal rights to an invention or process; it describes the idea in detail and asks for exclusive control over its commercial use. For investors, a pending application is like a company staking a claim on a potentially valuable product—it can signal future market protection and revenue but offers no guaranteed monopoly until the patent is actually granted.

Markov Chain Monte Carlo technical

"entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for"

A Markov Chain Monte Carlo (MCMC) method is a way to simulate many possible outcomes from a complex probability model by taking a sequence of random steps that gradually explores the most likely scenarios, like a hiker using many short, guided walks to map an unexplored landscape. For investors it matters because MCMC helps quantify uncertainty and estimate probabilities for pricing, risk, and forecasts when formulas are too complex to solve directly, improving decisions under uncertainty.

lock-up arrangements financial

"and the execution of lock-up arrangements by the Selling Shareholders as a condition"

Lock-up arrangements are contractual periods after a stock sale during which certain shareholders, typically founders, directors or early investors, agree not to sell their shares. They act like a temporary hold or cooling-off period that helps prevent a sudden flood of stock hitting the market, which can stabilize the share price; investors watch lock-up expirations because when they end, increased selling can push prices down or reveal insiders’ confidence.

TSX Venture Exchange regulatory

"based on the 20-day volume weighted average trading price of 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.

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

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TEL AVIV, Israel, June 04, 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, announced the closing of its acquisition of approximately 54% interest in CliniQuantum Ltd. ("CliniQuantum").

According to the share purchase agreement (the “SPA”), pursuant to which, NeuroThera acquired 56,375 ordinary shares of CliniQuatum (the “Transaction”), representing approximately 54% of the issued and outstanding ordinary shares of CliniQuantum, in consideration for the issuance of 56,600,000 common shares of NeuroThera (the “Consideration Shares”) to certain shareholders of CliniQuantum (the “Selling Shareholders”), representing an aggregate value of approximately CAD$9,459,954.20 based on the 20-day volume weighted average trading price of NeuroThera‘s common shares on the TSX Venture Exchange (“TSXV”) as of the date of the SPA.  In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to US$2,500,000 in the aggregate (the “Earn-Out Payments”), payable in cash and/or common shares of the NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of certain milestones, consisting of: (i) US$500,000 for each of the first three patent applications filed in respect of the licensed technology, up to a maximum of US$1,500,000 in the aggregate; and (ii) an amount equal to 7.0% of certain fundraising proceeds raised by NeuroThera, up to a maximum of US$1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following closing.

CliniQuantum is a private Israeli technology company engaged in the development of a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, with the objective of improving the precision of clinical trial outcomes through the identification of patient subpopulations that respond to investigational therapies.

The material asset of CliniQuantum is a license agreement (the “License Agreement”) with Quantum X Labs Ltd. (“Quantum X Labs”), which granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs' rights to certain licensed patents, and certain licensed know-how, in each case for use in the field of quantum simulation and quantum Monte Carlo in the area of clinical trials. Under the License Agreement, the licensed patent consists of a single United States provisional patent application (No. 63/942676) entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions”.

NeuroThera and the Selling Shareholders entered into an amendment to the SPA on April 30,2026 to provide that any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than CAD$0.05 per common share, being the minimum permitted price under the policies of the TSX. The amendment was entered into to address a comment received from the TSX in connection with its review of the Transaction. The amendments to the SPA also included establishment of a floor price for future share issuances, and the execution of lock-up arrangements by the Selling Shareholders as a condition of closing.

About SciSparc Ltd. (Nasdaq: SPRC):

The Company, through its majority-owned subsidiary NeuroThera, 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, is 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 Autism Spectrum Disorder and status epilepticus. The Company, through NeuroThera, 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 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 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, filed with the SEC on April 29, 2026, 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 did SciSparc (NASDAQ: SPRC) announce about NeuroThera Labs’ acquisition of CliniQuantum?

SciSparc announced that subsidiary NeuroThera Labs closed the acquisition of about 54% of CliniQuantum. According to SciSparc, NeuroThera issued 56,600,000 common shares, valued around CAD$9.46 million, as consideration plus potential earn-out payments over three years.

What are the financial terms of NeuroThera Labs’ acquisition of CliniQuantum for SPRC investors?

NeuroThera issued 56,600,000 common shares valued at approximately CAD$9.46 million to acquire 54% of CliniQuantum. According to NeuroThera, selling shareholders may also receive up to US$2.5 million in milestone-based earn-out payments over three years, in cash and/or shares.

How do the earn-out payments work in NeuroThera Labs’ CliniQuantum deal (SPRC, NTLX)?

Earn-outs total up to US$2.5 million over three years, contingent on milestones. According to NeuroThera, US$1.5 million relates to up to three patent filings, and up to US$1 million equals 7.0% of specified fundraising proceeds, payable in cash or shares.

What technology does CliniQuantum contribute to NeuroThera Labs and SciSparc (SPRC)?

CliniQuantum develops a platform using quantum simulation and quantum Monte Carlo for clinical trial data analysis. According to SciSparc, its key asset is an exclusive worldwide license from Quantum X Labs, based on a provisional patent for quantum Markov Chain Monte Carlo sampling.

What changes were made to the share purchase agreement in NeuroThera’s CliniQuantum acquisition?

The SPA was amended to set a minimum deemed price of CAD$0.05 for any earn-out shares. According to NeuroThera, this floor price aligns with TSX policies and is accompanied by lock-up arrangements for selling shareholders as a closing condition.

How long will the earn-out period last in the NeuroThera–CliniQuantum transaction affecting SPRC?

The earn-out period runs for three years following the transaction closing. According to NeuroThera, any payments during this time, up to US$2.5 million, may be settled in cash and/or common shares at NeuroThera’s discretion, subject to the agreed terms.