SPRC

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

SciSparc's NeuroThera to acquire 54% of CliniQuantum; TSX conditional approval

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  <section data-block="information">
    <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>SciSparc said NeuroThera will acquire 54% of CliniQuantum for about $9.46 million in NeuroThera shares, with closing contingent on TSX approval and tax rulings. CliniQuantum applies quantum simulation and Monte Carlo methods to refine trial outcomes, licensing technology from Quantum X Labs. The outside date extends to June 1, 2026, and 56.6 million NeuroThera shares are held in escrow pending final conditions.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>SciSparc&#039;s NeuroThera to acquire 54% of CliniQuantum; TSX conditional approval.</li><li>Deal valued at about $9.46 million; 56.6 million NeuroThera shares issued.</li><li>CliniQuantum uses quantum simulation/Monte Carlo for trial data; license with Quantum X Labs.</li><li>SPA amendments set floor price for earn-outs at $0.05; outside date to 6/1/2026.</li><li>56.6 million shares escrowed; closing contingent on Israeli tax ruling and TSX acceptance.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>SciSparc Ltd. (SPRC)</strong>: Parent company; deal expands NeuroThera&#039;s platform and potential CNS tech synergies; SPRC equity may be affected by NeuroThera&#039;s transaction.</li><li><strong>NeuroThera Labs Inc. (NTLX)</strong>: Acquiring ~54% of CliniQuantum; central to SPRC&#039;s strategic product-technology expansion; could influence NeuroThera&#039;s value channel to SPRC.</li><li><strong>CliniQuantum Ltd.</strong>: Private Israeli company; platform uses quantum simulation/Monte Carlo for clinical trial data analysis.</li><li><strong>Quantum X Labs Ltd.</strong>: Licensor of key license to CliniQuantum; provides patented quantum-simulation technology for trials.</li><li><strong>TSX Venture Exchange</strong>: Regulatory body requiring approval; extension and floor-price amendments reflect review process.</li></ul>
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    <h3>M&amp;A</h3>
    <p>M&amp;A: Cross-border asset deal involving NeuroThera via SPRC; adds quantum-tech analytics to the CNS pipeline; catalyst potential if closing succeeds and value materializes in NeuroThera.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>TSX conditional approval and June 1 deadline create near-term closing risk.</li><li>Earn-out floor price at $0.05 establishes minimum dilution pressure.</li><li>56.6 million consideration shares in escrow could delay final closing.</li><li>Potential SPRC upside if NeuroThera&#039;s quantum-platform value rises.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>NeuroThera will acquire approximately 56,375 CliniQuantum ordinary shares, ~54% of the company.</li><li>Consideration: 56,600,000 NeuroThera common shares; aggregate value ~$9,459,954.20 based on 20-day TSX VWAP.</li><li>License: exclusive worldwide royalty-bearing license to Quantum X Labs patents for quantum simulation in clinical trials; US provisional patent No. 63/942676.</li><li>Amendments: earn-out shares issued at a floor price not less than $0.05; floor price for future issuances; lock-up arrangements.</li><li>Outside date extended from April 30, 2026 to June 1, 2026; closing subject to Israeli tax ruling and TSX acceptance.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Trading thesis: Modest SPRC upside near-term if closing proceeds; uncertain until 6/1/2026.</p>
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<article>
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    <h2>SciSparc Announces Conditional TSX Regulation for NeuroThera’s Acquisition of CliniQuantum (SPRC)</h2>
    <p><strong>SCI</strong> S par c Ltd. (NASDAQ: <strong>SPRC</strong>) ("Company" or "SciSparc"), today announced that NeuroThera Labs Inc. (TSXV: <strong>NTLX</strong>) ("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).</p>
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  <section>
    <h2>Transaction Overview and Financial Terms</h2>
    <p>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 CliniQuantum, 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 <strong>$9,459,954.20</strong> based on the 20-day volume weighted average trading price of NeuroThera‘s common shares on the TSX.</p>
    <ul>
      <li><strong>Interest acquired:</strong> 56,375 ordinary shares of CliniQuantum, representing approximately 54% of the issued and outstanding ordinary shares.</li>
      <li><strong>Consideration:</strong> 56,600,000 NeuroThera common shares to the Selling Shareholders.</li>
      <li><strong>Aggregate value:</strong> approximately <strong>$9,459,954.20</strong> based on the <strong>20-day VWAP</strong> of NeuroThera’s common shares on the TSX.</li>
    </ul>
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    <h2>About CliniQuantum and Intellectual Property</h2>
    <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 "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".</p>
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    <h2>Regulatory and SPA Amendments</h2>
    <p>NeuroThera and the Selling Shareholders have 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 <strong>$0.05</strong> 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>
    <h2>Closing Timeline and Escrow Terms</h2>
    <p>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.</p>
    <p>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.</p>
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  <section>
    <h2>About SciSparc Ltd. (SPRC)</h2>
    <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&#39;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=HiJ5rV9pNObCUsHv0MvyHmPXaU35OW5k94V2042mw7z1voXaOq1e7t2g1q9oB4IYC--ZRCeO30Z-o976LI72Vw==" rel="nofollow" target="_blank"><u>Amazon.com</u></a> Marketplace.</p>
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  <section>
    <h2>About NeuroThera Labs Inc.</h2>
    <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>
    <h2>Forward-Looking Statements</h2>
    <p><strong>Forward-Looking Statements:</strong></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 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.</p>
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  <section>
    <h2>Investor Contact</h2>
    <p>IR@scisparc.com<br/>Tel: +972-3-6167055</p>
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SciSparc said NeuroThera will acquire 54% of CliniQuantum for about $9.46 million in NeuroThera shares, with closing contingent on TSX approval and tax rulings. CliniQuantum applies quantum simulation and Monte Carlo methods to refine trial outcomes, licensing technology from Quantum X Labs. The outside date extends to June 1, 2026, and 56.6 million NeuroThera shares are held in escrow pending final conditions.

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

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