aibioSciSparc unit NeuroThera Labs to buy 54.01% of CliniQuantum for shares
NeuroThera would issue 56,600,000 of its own shares, valued at approximately $9,459,954.20, plus up to $2,500,000 in earn-out payments. The release does not say what the issuance would do to SciSparc's approximately 75% stake in NeuroThera.
Key facts
- Companies
- SciSparc Ltd. (NASDAQ: SPRC), NeuroThera Labs Inc. (TSXV: NTLX)
- News type
- Mergers
- Primary source
- SciSparc Ltd. 6-K (2026-03-12)
The share purchase
SciSparc Ltd. (Nasdaq: SPRC) said in a release dated March 10, 2026 that its majority-owned subsidiary NeuroThera Labs Inc. (TSXV: NTLX) signed a definitive share purchase agreement with CliniQuantum Ltd. and its selling shareholders. NeuroThera would buy 56,375 CliniQuantum shares, or approximately 54.01% of its ordinary shares on a fully diluted basis, and pay for them with 56,600,000 NeuroThera common shares.
The release values the consideration at approximately $9,459,954.20. That figure is based on the volume weighted average trading price of NeuroThera's shares on the TSX Venture Exchange over the 20 trading days before the date of determination. SciSparc holds a controlling interest of approximately 75% in NeuroThera. The release does not say what the share issuance would do to SciSparc's stake.
Earn-out payments and closing
The selling shareholders may also receive earn-out payments of up to $2,500,000 in aggregate. NeuroThera decides, at its sole discretion, whether to pay in cash, in its shares or both. The earn-out includes $500,000 for each of the first three patent applications CliniQuantum files with the United States Patent and Trademark Office or the European Patent Office, up to $1,500,000 in total. It also includes 7.0% of any fundraising proceeds NeuroThera raises, up to $1,000,000. Any payments would fall within the three years after closing.
Closing is expected within 30 days after an application for an Israeli tax ruling is submitted to the Israeli Tax Authority, and on or about March 31, 2026, unless the parties agree otherwise. Closing is also subject to the satisfaction or waiver of all closing conditions. The release does not say whether the tax ruling application has been filed.
What CliniQuantum does
CliniQuantum is a quantum technology company holding patents from Ramot at Tel Aviv University in the field of quantum simulation, according to the release. It is building a platform that applies quantum computing to clinical trial design. The company says the platform will find insights in massive, complex datasets to design smarter, faster and more adaptive studies.
Those are the company's own claims. The release gives no customer names, revenue figures or trial results for the platform, and it does not say how much CliniQuantum has spent to develop it.
SciSparc and NeuroThera
NeuroThera describes itself as a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system disorders. SciSparc says its focus is on cannabinoid pharmaceuticals. Through NeuroThera, it runs drug development programs based on THC and or non-psychoactive CBD. SCI-110 is being developed for Tourette syndrome, Alzheimer's disease and agitation. SCI-210 is being developed for ASD and status epilepticus.
The release also says a SciSparc subsidiary sells hemp seed oil-based products on the Amazon.com Marketplace. It does not describe the revenue from those sales.
Risks in the annual report
SciSparc's annual report on Form 20-F, filed April 24, 2025, says its auditor's report contains an explanatory paragraph about substantial doubt about the company's ability to continue as a going concern. The report also says the company has not generated any revenue from its current product candidates, may never be profitable, and expects to need substantial additional funding. It describes its candidates as being in the late stages of pre-clinical development or early stages of clinical development, and it warns that results of earlier studies may not predict later results.
The same report lists risks tied to a proposed merger with AutoMax Motors Ltd. It says the exchange ratio is fixed, so AutoMax shareholders cannot be sure of the value they will receive. It also says SciSparc's share price could decline if the merger is not completed. The March 2026 release does not mention the AutoMax merger, and none of the documents here say how that merger ended, so the annual report's merger risks may be out of date.
The most recent annual loss in the company's XBRL data is $3.5 million, for 2020, against $4.7 million for 2019. Those figures are years older than the transaction, so they say little about the company's position in 2026.