SciSparc's NeuroThera Acquires 54.01% Stake in CliniQ

NeuroThera Labs, in which SciSparc holds a controlling interest of approximately 75%, has entered into a definitive share purchase agreement between NeuroThera, CliniQuantum and the Selling Shareholders to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQ on a fully diluted basis immediately prior to the closing of the transaction. CliniQ is a quantum technology company holding patents from Ramot at the Tel Aviv University, in the field of quantum simulation and quantum Monte Claro. CliniQ develops a next-generation platform to transform clinical trials with the power of quantum computing. Its aim is to unlock insights hidden in massive, complex datasets to design smarter, faster, and more adaptive studies. Under the SPA, NeuroThera will acquire 56,375 CliniQ Shares, representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQ from certain shareholders of CliniQ. In consideration for the Purchased Shares, NeuroThera will issue an aggregate of 56,600,000 common shares from the capital of NeuroThera to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the volume weighted average trading price of the NeuroThera's common shares on the TSX Venture Exchange for the 20 trading days immediately preceding the date of the determination. In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to $2,500,000 in the aggregate, payable in cash and/or common shares of NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of the certain milestones, including $500,000 for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of $1,500,000 in the aggregate filed during the Earn-Out Period; and an amount equal to 7.0% of any fundraising proceeds raised by NeuroThera, up to a maximum of $1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following the closing of the Transaction. Closing of the Transaction is expected to occur within 30 days following the submission of the application for the Israeli tax ruling to the Israeli Tax Authority, subject to satisfaction or waiver of all closing conditions. The closing of the Transaction is anticipated to be on or about March 31, 2026, unless otherwise agreed by the parties in writing.