NeuroThera Labs Inc. (TSXV: NTLX) announced today the closing of its acquisition of a majority stake in CliniQuantum Ltd., a private Israeli technology company specializing in quantum simulation and quantum Monte Carlo methods for clinical trial data analysis. The transaction, initially disclosed on March 10, 2026, and updated on May 27, 2026, involved the purchase of 56,375 ordinary shares representing approximately 54.01% of CliniQuantum's issued and outstanding shares.
As consideration, NeuroThera issued 56,600,000 common shares from treasury to the selling shareholders, valued at approximately C$9,459,954.20 based on the 20-day volume-weighted average trading price on the TSX Venture Exchange at the date of the share purchase agreement. No cash was exchanged. Additionally, the selling shareholders may receive earn-out payments of up to US$2,500,000, contingent on milestones such as patent applications for the licensed technology and fundraising proceeds. The earn-out payments can be settled in cash or common shares at NeuroThera's discretion, with any share issuances priced at the greater of the current market price and $0.05 per share.
In connection with the transaction, NeuroThera issued 2,829,999 finder's shares to arm's length parties. The consideration shares and finder's shares are subject to a four-month-and-one-day statutory hold period expiring October 2, 2026, and the consideration shares are also held in escrow under a TSXV Form 5D Escrow Agreement, with releases occurring over 36 months.
CliniQuantum's platform applies quantum simulation and Monte Carlo methods to clinical trial data, aiming to improve outcome precision by identifying patient subpopulations that respond to investigational therapies. NeuroThera believes the acquisition complements its existing programs in central nervous system disorders and provides exposure to quantum technologies in life sciences. The transaction was a "Reviewable Transaction" under TSXV policies due to a director overlap with Quantum X Labs Ltd., which retains approximately 45.98% of CliniQuantum shares, but it did not constitute a related-party transaction under Multilateral Instrument 61-101.
Forward-looking statements in the release caution that the early-stage nature of CliniQuantum's business, reliance on a single licensed patent application, and dependence on Quantum X Labs for technical services pose risks. The company disclaims any obligation to update forward-looking information. For further details, refer to NeuroThera's continuous disclosure documents on SEDAR+ at www.sedarplus.ca.
