SPRC

SciSparc: Subsidiary NeuroThera Labs Completed Acquisition of CliniQuantum

SciSparc's NeuroThera Lands 54% CliniQuantum Stake to Boost Trial Analytics

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    <h3>Information</h3>
    <p>&lt;link type=&quot;text/css&quot; rel=&quot;stylesheet&quot; href=&quot;https://www.globenewswire.com/styles/gnw_nitf.css&quot;&gt;&lt;/li...</p>
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    <h3>AI Summary</h3>
    <p>NeuroThera, SciSparc’s CNS-focused subsidiary, closed on acquiring about 54% of CliniQuantum for CAD$9.46 million, issuing 56.6 million NeuroThera shares. An earn-out of up to US$2.5 million may be paid over three years upon milestones, contingent on patents and fundraising. CliniQuantum’s platform applies quantum simulation to clinical-trial data, potentially enhancing NeuroThera’s analytical edge; TSXV amendments address pricing and lock-ups to mitigate dilution risk.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>NeuroThera closes ~54% CliniQuantum stake for CAD$9.46m via 56.6m NeuroThera shares.</li><li>Earn-out up to US$2.5m payable over 3 years upon milestones (patents, fundraising).</li><li>CliniQuantum utilizes quantum simulation/Monte Carlo for refined clinical-trial analysis.</li><li>TSXV amendments set floor price for earn-outs and require lock-ups to close.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>SciSparc Ltd. (SPRC)</strong>: Through NeuroThera, expands CNS portfolio; potential near-term valuation impact from the deal and any dilution.</li><li><strong>NeuroThera Labs Inc. (NTLX)</strong>: Acquiring 54% of CliniQuantum; financing via NeuroThera share issuance; milestone-based value potential.</li><li><strong>CliniQuantum Ltd.</strong>: Private Israeli tech using quantum methods to analyze trial data; primary asset is license with Quantum X Labs.</li><li><strong>Quantum X Labs Ltd.</strong>: Licensor for CliniQuantum’s platform; licensed patents/know-how related to quantum simulations.</li></ul>
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    <h3>M&amp;A</h3>
    <p>Category: M&amp;A. This is an intra-group corporate development expanding SciSparc&#039;s NeuroThera analytics capabilities through a strategic stake in CliniQuantum; potential long-term value creation hinges on milestones and platform synergy, with limited near-term financial visibility.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>NeuroThera’s 54% CliniQuantum acquisition may dilute SPRC via share issuance.</li><li>Earn-out upside up to US$2.5m but dependent on milestones and fundraising performance.</li><li>CliniQuantum adds quantum-based trial analytics capability to the SciSparc platform.</li><li>TSXV floor price (CAD$0.05) for earn-outs reduces dilution risk.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Date: June 4, 2026.</li><li>NeuroThera acquired 56,375 ordinary shares of CliniQuantum, ~54% of its issued shares.</li><li>Aggregate value of CAD$9,459,954.20 based on 20-day VWAP of NeuroThera on TSXV.</li><li>Earn-out: up to US$2,500,000, payable over 3 years; milestones include patent-related payments.</li><li>Earn-out shares issued at a minimum price CAD$0.05 per share; lock-ups required.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>SPR C could see modest upside over 6–12 months as NeuroThera expands its CNS analytics via CliniQuantum; milestone outcomes will be key.</p>
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  <section>
    <h2>SciSparc Announces NeuroThera's Acquisition of 54% Interest in CliniQuantum</h2>
    <p>Tel Aviv, Israel, June 04, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/SPRC">SPRC</a>) ("Company" or "SciSparc"), today announced that NeuroThera Labs Inc. (TSXV:<a class="ticker" href="https://www.benzinga.com/quote/NTLX">NTLX</a>) (&#34;NeuroThera&#34;), 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. (&#34;CliniQuantum&#34;).</p>
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  <section>
    <h3>Transaction Highlights and Consideration</h3>
    <p>Under the share purchase agreement (the <em>SPA</em>), NeuroThera acquired <strong>56,375</strong> ordinary shares of CliniQuantum (the <em>Transaction</em>), representing approximately <strong>54%</strong> of the issued and outstanding ordinary shares of CliniQuantum, in consideration for the issuance of <strong>56,600,000</strong> common shares of NeuroThera (the <em>Consideration Shares</em>) to certain shareholders of CliniQuantum (the <em>Selling Shareholders</em>), representing an aggregate value of approximately <strong>CAD$9,459,954.20</strong> based on the <strong>20-day volume weighted average trading price</strong> of NeuroThera‘s common shares on the TSX Venture Exchange (<em>TSXV</em>) as of the date of the SPA.</p>
    <p>In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive <strong>earn-out payments of up to US$2,500,000</strong> in the aggregate (the <em>Earn-Out Payments</em>), payable in cash and/or common shares of NeuroThera at NeuroThera's sole discretion, contingent upon the achievement of certain milestones, consisting of: (i) <strong>US$500,000</strong> for each of the first three patent applications filed in respect of the licensed technology, up to a maximum of <strong>US$1,500,000</strong> in the aggregate; and (ii) an amount equal to 7.0% of certain fundraising proceeds raised by NeuroThera, up to a maximum of <strong>US$1,000,000</strong> in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following closing.</p>
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  <section>
    <h3>CliniQuantum and Licensed Intellectual Property</h3>
    <p>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.</p>
    <p>The material asset of CliniQuantum is a license agreement (the <em>License Agreement</em>) with Quantum X Labs Ltd. (<em>Quantum X Labs</em>), which granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs&#39; 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 &#34;Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions&#34;.</p>
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  <section>
    <h3>Sellers’ Amendments to the SPA and Closing Conditions</h3>
    <p>NeuroThera and the Selling Shareholders entered into an amendment to the SPA on <strong>April 30, 2026</strong> 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.</p>
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  <section>
    <h3>About SciSparc Ltd. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/SPRC">SPRC</a>)</h3>
    <p>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 <a href="https://www.globenewswire.com/Tracker?data=PLtqPrU3J1lr_Nt9abS7fVAe6Fqw6kxRcpv4R9wKhxye0xV0XLjniEV1fDnkhV0MBl_ln7fw9lApvyB6VvSLfA==" rel="nofollow" target="_blank">Amazon.com</a> Marketplace.</p>
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  <section>
    <h3>About NeuroThera Labs Inc.</h3>
    <p>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.</p>
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  <section>
    <h3>Forward-Looking Statements</h3>
    <p><b>Forward-Looking Statements:</b></p>
    <p>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.</p>
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  <section>
    <h3>Investor Contact</h3>
    <p><a href="https://www.globenewswire.com/Tracker?data=_dWoaZowecrbyGEnf40nEAjxwPwxJFbDJ4du3IkaxVaP7knd3YdoRxqQz9uQn5bkIrqN7XD-AxCOiTZw-r3D8JgZJvIDZ5KJO1FkObgKGjM=" rel="nofollow" target="_blank">IR@scisparc.com</a><br/>Tel: +972-3-6167055</p>
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NeuroThera, SciSparc’s CNS-focused subsidiary, closed on acquiring about 54% of CliniQuantum for CAD$9.46 million, issuing 56.6 million NeuroThera shares. An earn-out of up to US$2.5 million may be paid over three years upon milestones, contingent on patents and fundraising. CliniQuantum’s platform applies quantum simulation to clinical-trial data, potentially enhancing NeuroThera’s analytical edge; TSXV amendments address pricing and lock-ups to mitigate dilution risk.

SciSparc: Subsidiary NeuroThera Labs Completed Acquisition of CliniQuantum

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

M&A

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