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Toronto, Ontario – May 27, 2026 - TheNewswire – NeuroThera Labs Inc. (TSXV: NTLX) (the " Company " or " NeuroThera "), a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd. (Nasdaq: SPRC), is providing the following update with respect to its previously announced proposed acquisition (the " Transaction ") of approximately 54.01% of the issued and outstanding ordinary shares (the “ Purchased Shares ”) of CliniQuantum Ltd. (" CliniQuantum "), as initially announced by news release dated March 10, 2026.

The Company is providing this news release to supplement the disclosure contained in its March 10, 2026 news release, including in respect of (i) the license agreement between CliniQuantum and Quantum X Labs Ltd., (ii) the basis for the consideration payable under the Transaction and the fairness opinion received by the Company's board of directors, (iii) certain amendments to the share purchase agreement dated March 9, 2026 (the “ SPA ”) between the Company, CliniQuantum and the holders of the Purchased Shares (the “ Selling Shareholders ”), including the establishment of a floor price for future share issuances, an extension of the outside date, and the execution of lock-up arrangements by the Selling Shareholders as a condition of closing.

About CliniQuantum

CliniQuantum is a private Israeli technology company incorporated in August 2025 and operating from Tel Aviv, Israel. CliniQuantum is 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. CliniQuantum is at an early stage of development and has not generated any revenue to date.

The material asset of CliniQuantum is a license agreement dated March 2, 2026 (the " License Agreement ") with Quantum X Labs Ltd. (" Quantum X Labs "), a private Israeli company that is a wholly-owned subsidiary of Viewbix Inc. (Nasdaq: VBIX). Pursuant to the License Agreement, Quantum X Labs has granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs's rights to (i) certain licensed patents, and (ii) 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.

As of the date of the License Agreement, the licensed patents consist of a single United States provisional patent application (No. 63/942676) entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions", together with all divisional, continuation and continuation-in-part applications, any patents issuing therefrom, and any reissues, reexaminations, extensions and restorations thereof (the “ Licensed Technology ”). CliniQuantum is responsible for the preparation, filing, prosecution and maintenance of the licensed patents, including all associated costs. Accordingly, for expenses incurred by Quantum X Labs in connection with the Licensed Technology, CliniQuantum entered into a credit facility agreement dated May 10, 2026 (the “ Quantum X Credit Agreement ”), under which CliniQuantum is currently indebted to Quantum X Labs for US$180,000 (the “ Quantum X Indebtedness ”). The Quantum X Credit Agreement is non-interest bearing and CliniQuantum must repay the Quantum X Indebtedness no earlier than 13 months and no later than 24 months after completion of the Transaction.

Moreover, CliniQuantum is obligated to pay Quantum X Labs tiered royalties on net sales of products incorporating or developed using the licensed technology (the “ Royalty ”), calculated as: (i) 4% of net sales until worldwide cumulative net sales reach US$1,500,000; (ii) 5% of net sales when cumulative net sales are between US$1,500,000 and US$3,500,000; and (iii) 6% of net sales thereafter. The Royalty rate is reduced to 75% of the foregoing rates for products sold in the United States that are not covered by at least one valid claim of a licensed patent in the United States. The Royalty obligation continues, on a country-by-country and product-by-product basis, for the longer of fifteen (15) years from the date of first commercial sale of the relevant product in the relevant country and the expiration of the last licensed patent in the relevant country. In addition to the Royalty, CliniQuantum is also obligated to pay Quantum X Labs 15% of all sublicense receipts (other than Royalties on net sales) received by CliniQuantum or its affiliates in connection with sublicenses of the licensed technology. Despite CliniQuantum and Quantum X Labs sharing common directors, the Company believes the License Agreement to include commercially reasonable terms having regard to the licensed technology and the early stage of development of CliniQuantum.

Given that Amitay Weiss, a director of SciSparc and SciSparc Nutraceuticals Inc., the majority-owner of the Company, is also a director of Quantum X Labs, the remaining 45.98% owner of Cliniquantum, the Transaction involves “Non-Arm’s Length Parties” (as such term is defined under the policies of the TSX Venture Exchange (the “ TSXV ”)). Accordingly, the Transaction is considered a “Reviewable Transaction” under TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and closing of the  Transaction is subject to approval of the TSXV.

The Company will file the License Agreement to its profile at SEDAR+  ( www.sedarplus.ca ) as a material contract upon closing of the Transaction.

Basis of Consideration

Pursuant to the SPA, the Company will acquire 56,375 Purchased Shares, representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum, in consideration for the issuance of 56,600,000 common shares of the Company (the “ Consideration Shares ”) to the Selling Shareholders representing an aggregate value of approximately $9,459,954.20 (the “ Purchase Price ”) based on the 20-day volume weighted average trading price of the Company's common shares on the TSXV. The number of Consideration Shares to be issued under the Transaction was determined through arm's length negotiations between the Company and the Selling Shareholders. In determining the consideration payable, the Company considered, among other factors: (i) the strategic fit between CliniQuantum's platform and the Company's existing clinical development programs in central nervous system disorders; (ii) the qualifications and technical expertise of CliniQuantum's team and the personnel of Quantum X Labs providing services to CliniQuantum, as discussed further below; (iii) the scope and exclusivity of the rights granted under the License Agreement; (iv) the stage of development of CliniQuantum and the licensed technology; (v) the contemporaneous third-party investment pricing in CliniQuantum; and (vi) the fairness opinion described below.

Dr. Tidhar Turgeman, CEO of CliniQuantum brings deep expertise in functional genomics, translational biology, and machine‑learning–driven discovery workflows. His background includes leading computational and experimental discovery programs as a Research Leader, where he contributed to IP generation and end‑to‑end R&D in trait/target discovery and drug‑delivery system development. His experience bridging biology, computation, and productization positions him to lead the development of CliniQuantum’s hybrid classical–quantum analytical platform from initial conceptualization through execution. Dr. Turgeman holds a PHD in Life Science from BG University in Israel, he has strong background in molecular genetics, small synthetic molecules, and drug delivery systems. Creative R&D expert with over 15 years of experience evaluating and leading the development of innovative technologies for global Biotech and AgTech companies. Proficient in formalizing new product concepts based on cutting-edge technologies that drive company growth. The Company believes Dr. Turgeman’s expertise to be unique within the quantum computing sector, which supports the Purchase Price given the increasingly competitive environment among companies focused on commercializing quantum technologies.

Further supporting the number of Consideration Shares to be issued upon closing of the Transaction, on March 31, 2026, the board of directors of the Company received a fairness opinion (the " Fairness Opinion ") from I.F.S Consulting and Investments (2009) Ltd. (" IFS "), an independent Israeli valuation firm, in connection with the Transaction. The Fairness Opinion estimated the fair value of CliniQuantum at approximately US$8.35 million (post-money) as of the date of the Fairness Opinion, based on the pricing of four contemporaneous third-party investments in CliniQuantum aggregating approximately US$350,040, completed between January 28, 2026 and February 1, 2026, at a price of US$80.00 per CliniQuantum ordinary share. Shareholders are cautioned that the Fairness Opinion is subject to important scope limitations described in the Fairness Opinion itself, including that: (i) the Fairness Opinion was prepared solely for the use of the board of directors of the Company and was presented by IFS in summary form; (ii) IFS relied on information provided to it by CliniQuantum's management and did not conduct any independent verification or audit procedures, other than a reasonableness review; (iii) the Fairness Opinion was prepared as of, and is valid only as of, March 31, 2026, and is based on a single valuation methodology (recent third-party investment pricing in CliniQuantum); (iv) the Fairness Opinion does not constitute a valuation of NeuroThera or of the combined company; and (v) the Fairness Opinion does not express any view as to the advisability of the Transaction, the merger ratio, or the consideration payable by the Company.

Amendments to the Transaction

The Company and the Selling Shareholders have entered into an amendment to the SPA to provide that any common shares of the Company issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than $0.05 per common share, being the minimum permitted price under the policies of the TSXV. The amendment was entered into to address a comment received from the TSXV in connection with its review of the Transaction.

Moreover, the Company and the Selling Shareholders have 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 TSXV.

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 TSXV, for a total of 56,600,000 Consideration Shares to be subject to the Escrow Agreement.

The Consideration Shares will be released from the Escrow Agreement as follows:

About Neurothera Labs Inc.

Neurothera Labs Inc. (TSXV: NTLX) 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.

For further information, please contact:

Michal Efraty

IR Manager

Neurothera Labs Inc.

Telephone: +972-3-7617108

Email: michal@efraty.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Completion of the Transaction is subject to a number of conditions, including but not limited to acceptance of the Transaction by the TSXV. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Cautionary Notice on Forward-Looking Statements

This news release contains statements that constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release.

Forward-looking information in this news release includes statements regarding: the completion of the Transaction; the receipt of approvals from the TSXV and the Israeli Tax Authority; the expected timing of closing; the payment of any Earn-Out Payments; the terms of the Lock-Up Agreements; the development and commercialization of CliniQuantum's platform; the anticipated strategic, operational and competitive benefits of the Transaction; and the receipt of applicable regulatory, corporate and third-party approvals associated therewith.

These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause the Company's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking information. Such factors include, without limitation: the risk that the Transaction may not be completed on the terms described, on the anticipated timeline, or at all; the risk that the TSXV may not accept the Transaction; the risk that the Israeli Tax Authority may not issue the requested tax ruling or may impose conditions thereto; the early stage of CliniQuantum's business and its limited operating history; the risk that the licensed technology may not be developed to commercialization or may not perform as expected; risks relating to CliniQuantum's reliance on Quantum X Labs for technical services and on a single licensed patent application; the royalty and sublicense receipt obligations of CliniQuantum under the License Agreement; the risk that the licensed patent application may not result in an issued patent or may result in patents of limited scope or value; the absence of a long operating history for either CliniQuantum or its licensed technology; and the other risks described in the Company's continuous disclosure documents filed on SEDAR+ ( www.sedarplus.ca ).

The Company does not undertake any obligation to update or revise any forward-looking information, except as required by applicable securities laws.

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