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M&A / Property

Neurothera Labs Inc. Announces Definitive Agreement To Acquire Majority Stake In Cliniquantum Ltd.

By The Northwire Desk — AI Analysis Mar 10, 2026 · 07:30 NTLX · 0.155 NeuroThera Labs Inc.
NTLX · Price

Executive Summary

  • NeuroThera Labs Inc. entered into a definitive Share Purchase Agreement to acquire ~54 % of CliniQuantum Ltd., a quantum‑technology company focused on clinical‑trial applications.
  • Consideration will be 56,600,000 NeuroThera common shares (≈ $9.46 M based on the 20‑day VWAP) plus potential earn‑out payments up to US$2.5 M contingent on patent filings and fundraising milestones.
  • The transaction also includes issuance of 2,829,999 finder’s shares as fees; closing is expected within 30 days pending Israeli tax ruling, TSXV approval, and other conditions.

Key Details

  • Target: CliniQuantum Ltd. (CliniQ) – quantum simulation & Monte Carlo platform for clinical trials.
  • Shares Acquired: 56,375 CliniQ ordinary shares = ~54.01 % of issued/outstanding share capital.
  • Consideration Shares: 56,600,000 NeuroThera common shares to Selling Shareholders (valued at ≈ $9,459,954.20 using the 20‑day VWAP on TSXV).
  • Earn‑Out Payments: Up to US$2,500,000 payable in cash and/or NeuroThera common shares, structured as:
  • US$500,000 for each of the first three patent applications filed by CliniQ (max US$1.5 M).
  • 7 % of any fundraising proceeds raised by NeuroThera, up to a further US$1.0 M.
  • Finder’s Shares: 2,829,999 NeuroThera common shares issued to arm‑length finders as transaction fees.
  • Closing Conditions:
  • Submission of Israeli tax ruling application; closing within 30 days thereafter.
  • TSXV approval and satisfaction/waiver of all other closing conditions.
  • Share Hold Periods: All Consideration Shares and Finder’s Shares subject to a statutory hold of four months + one day, plus any additional TSXV‑imposed escrow requirements.
  • Strategic Rationale (forward‑looking): Integration of quantum‑computing capabilities to accelerate clinical‑trial design, improve data analysis, and create new value‑added services for NeuroThera’s therapeutic programs.

Notable Quotes

(No direct quotes were provided in the release.)

Read the original news release →

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