SciSparc: Subsidiary NeuroThera Labs Received Conditional Regulatory Approval for Acquisition of CliniQuantum

SciSparc (Nasdaq: SPRC) reported that its subsidiary NeuroThera Labs (TSXV: NTLX) received conditional TSX Venture Exchange approval to acquire approximately 54% of CliniQuantum.

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) reported that its subsidiary NeuroThera Labs (TSXV: NTLX) received conditional TSX Venture Exchange approval to acquire approximately 54% of CliniQuantum.

The deal involves issuing 56,600,000 NeuroThera shares, valued at about $9.46 million, escrowed under TSX policies, with amended SPA terms including a $0.05 floor price for earn-out shares and an extended outside closing date to June 1, 2026.

Positive

• Conditional TSXV approval for NeuroThera to acquire ~54% of CliniQuantum
• Consideration of 56,600,000 NeuroThera shares valued at about $9.46 million
• All 56,600,000 consideration shares to be held under a Form 5D escrow agreement
• Earn-out shares to be issued at a minimum deemed price of $0.05 per share

Negative

• None.

Argus May 28 session

+140.32% close to close Open Argus

Details

News Market Reaction – SPRC

In the May 28 session, SPRC gained 140.32%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +140.3% in the session following this news. A strong positive reaction aligns with ...

Analysis

The stock surged +140.3% in the session following this news. A strong positive reaction aligns with SciSparc’s strategy of using majority-owned NeuroThera to add differentiated technology platforms. This update shows conditional TSX Venture Exchange approval and tighter deal terms, including a $0.05 floor price and lock-up arrangements on 56,600,000 consideration shares. However, an active resale registration for up to 23,037,624 shares and a history of negative moves after acquisitions could temper the durability of any sharp upside.

Key Figures

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

CliniQuantum stake

approximately 54%

Interest in CliniQuantum to be acquired by NeuroThera

CliniQuantum shares acquired

56,375 ordinary shares

Represents ~54% of CliniQuantum’s issued and outstanding shares

NeuroThera consideration shares

56,600,000 common shares

Shares to be issued to Selling Shareholders under SPA

Transaction value

$9,459,954.20

Aggregate value based on 20-day VWAP of NeuroThera shares on TSX

Minimum share price

$0.05 per common share

Floor price for any NeuroThera earn-out share issuances

Outside date extension

June 1, 2026

Extended outside date for completion of the Transaction

Patent application number

No. 63/942676

US provisional patent in License Agreement with Quantum X Labs

SPRC 52-week range

$2.98 – $80.10

52-week low and high prior to this announcement

Previous Acquisition Reports

5 past events · Latest: Mar 10

Same Type 5 events

1. Mar 10

   CliniQuantum agreement

   24h Move

   -28.3%

   Definitive deal to acquire ~54.01% of quantum clinical-trial firm CliniQuantum.

2. Jan 26

   GERD IP acquisition close

   24h Move

   -7.9%

   Closed acquisition of MUSE endoscopic IP portfolio from Xylo Technologies.

3. Jan 13

   GERD IP agreement

   24h Move

   -15.5%

   Signed definitive agreement to acquire endoscope and medical camera IP.

4. Dec 02

   Quantum analytics term sheet

   24h Move

   -4.9%

   Non-binding term sheet to buy majority of quantum bio data analytics firm.

5. Dec 01

   Initial GERD IP term sheet

   24h Move

   -16.4%

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

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, earn-out payments, lock-up arrangements, escrow, +3 more

7 terms

volume weighted average trading price financial

"aggregate value of approximately $9,459,954.20 based on the 20-day 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.

earn-out payments financial

"any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA"

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.

lock-up arrangements financial

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

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.

escrow financial

"will deposit their Consideration Shares into escrow pursuant to a Form 5D Escrow Agreement"

A neutral third party holds money, documents, or assets until both sides in a transaction meet agreed conditions, like a safety deposit box that only opens when everyone fulfills the rules. For investors, escrow reduces risk and increases certainty by ensuring payments or shares are released only when contractual steps are completed, which affects deal timing, legal protection, and the likelihood that a transaction will close as planned.

provisional patent application regulatory

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

A provisional patent application is a lightweight, temporary filing that records an inventor’s idea and sets an official filing date without starting the full patent review process. Think of it as placing a hold on an idea while you prepare the complete paperwork; it doesn’t grant a patent but can preserve the right to seek one later. For investors, it signals a company is protecting potential intellectual property, which can affect future competitive advantage and valuation, but it is not a guarantee of patent protection.

quantum monte carlo technical

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

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.

markov chain monte carlo technical

"entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions”"

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.

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

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TEL AVIV, Israel, May 28, 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, received a conditional regulatory approval from the TSX Venture Exchange (“TSX”) for the acquisition of approximately 54% interest in CliniQuantum Ltd. ("CliniQuantum") (the Transaction”).

As previously disclosed, in March 2026, NeuroThera, CliniQuantum and the certain shareholders of CliniQuantum, (the “Selling Shareholders”) entered into a share purchase agreement (the “SPA”), pursuant to which, NeuroThera will acquire 56,375 ordinary shares of CliniQuatum, 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 the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the 20-day volume weighted average trading price of NeuroThera‘s common shares on the TSX.

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 have entered into an amendment to the SPA on April 30,2026to 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 $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.

Moreover, NeuroThera and the Selling Shareholders has agreed to extend the outside date for completion of the Transaction from April 30, 2026 to June 1, 2026, in order to allow additional time to complete the conditions to closing, including obtaining the Israeli tax ruling referenced in the SPA and final acceptance of the Transaction from the TSX.

In connection with the Transaction, each Selling Shareholder will deposit their Consideration Shares into escrow pursuant to a Form 5D Escrow Agreement (the “Escrow Agreement”), in accordance with the policies of the TSX, for a total of 56,600,000 Consideration Shares to be subject to the Escrow Agreement.

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 the closing of the Transaction, which is subject to completion 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, 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 conditional regulatory approval did SciSparc subsidiary NeuroThera Labs receive for the CliniQuantum acquisition (SPRC)?

NeuroThera Labs received conditional TSX Venture Exchange approval to acquire about 54% of CliniQuantum. According to SciSparc, the transaction will close after remaining conditions are met, including final TSX acceptance and an Israeli tax ruling referenced in the share purchase agreement.

What are the key financial terms of NeuroThera Labs' acquisition of 54% of CliniQuantum for SciSparc (NASDAQ: SPRC) investors?

The acquisition consideration is 56,600,000 NeuroThera common shares valued at about $9.46 million. According to SciSparc, valuation is based on NeuroThera’s 20‑day volume‑weighted average price on the TSX, and the shares will be issued to CliniQuantum’s selling shareholders.

What technology does CliniQuantum contribute in NeuroThera Labs' planned acquisition linked to SciSparc (SPRC)?

CliniQuantum develops a platform using quantum simulation and quantum Monte Carlo for clinical trial data analysis. According to SciSparc, the goal is to improve clinical trial precision by identifying patient subpopulations responding to investigational therapies, under an exclusive worldwide license from Quantum X Labs.

What are the escrow and lock-up conditions for the CliniQuantum acquisition by NeuroThera Labs (TSXV: NTLX)?

All 56,600,000 consideration shares will be deposited into escrow under a Form 5D Escrow Agreement. According to SciSparc, selling shareholders also entered lock‑up arrangements, implemented as TSX policy conditions tied to completion of NeuroThera’s majority acquisition of CliniQuantum.

When is the outside date to close NeuroThera Labs' acquisition of CliniQuantum and what conditions remain?

The outside date for completion was extended to June 1, 2026. According to SciSparc, the extension allows time to satisfy closing conditions, including obtaining an Israeli tax ruling specified in the SPA and securing the TSX Venture Exchange’s final acceptance of the transaction.

How are earn-out share payments structured in NeuroThera Labs' acquisition of CliniQuantum (SPRC)?

Any NeuroThera common shares issued as earn-out payments will be priced at a minimum deemed $0.05 per share. According to SciSparc, this SPA amendment aligns with TSX policies and establishes a floor price for future share issuances linked to the transaction.