SciSparc has closed a transaction to take a controlling stake in Neurothera Labs Inc., a TSX Venture–listed vehicle that now holds SciSparc’s advanced clinical-stage cannabinoid CNS portfolio and its majority interest in a nutraceuticals subsidiary. The deal grants SciSparc roughly 75% ownership of Neurothera, with potential to rise to about 84% through milestone-based share issuances and warrants exercisable at CAD 0.25. Neurothera, formerly Miza III Ventures, has rebranded and expects to resume trading as NTLX following a prolonged halt. SciSparc also extended a CAD 1 million unsecured convertible note to Neurothera, adding optionality for further equity at the same strike price. The transaction values Neurothera at approximately US$3.3 million and the transferred assets at about US$11.6 million, with the equity issued to SciSparc subject to a staged escrow release.
This is less a conventional acquisition than a strategic re-listing of assets into a Canadian public vehicle, engineered to broaden access to capital while preserving control. The structure blends equity, warrants, and contingent rights, effectively creating an earn-out model inside a public wrapper. The editorial question is whether this hybrid setup can finance late-stage cannabinoid development through the current small-cap drought without crushing dilution—and whether a Toronto venture listing offers a better cost of capital for cannabinoid-adjacent assets than U.S. markets currently do.
The near-term stakes are practical. For patients with Tourette syndrome, Alzheimer ‘s-related agitation, autism spectrum disorder, and status epilepticus, the gambit aims to protect clinical momentum in a space where trial costs outstrip microcap balance sheets. For payers, the bar for cannabinoid-based therapies remains high, demanding rigorous endpoints, abuse-liability assessments, and robust real-world evidence before broad coverage. For HCPs, Medical Affairs will need to rebuild confidence with reproducible data beyond small-scale studies, particularly in agitation and seizure settings where safety, dosing consistency, and drug–drug interactions will be scrutinized. Competitors in the cannabinoid neuro arena should note the dual focus on pharmaceuticals and supplements inside the same public platform, leveraging DTC cash flow from hemp-derived products to subsidize clinical burn—an approach many pure-play biotechs cannot easily replicate.
The move fits a wider pattern of microcap biotech seeking alternative financing routes: reverse takeovers and asset-backed listings on the TSXV, milestone-tethered equity that defers value transfer, and cross-border corporate architectures designed to keep multiple fundraising doors open. It also underscores renewed pragmatism in CNS development, where 505(b)(2)-style strategies, adaptive designs, and post-market data generation are increasingly part of the path to payer acceptance. If Neurothera can use the Canadian market’s historical familiarity with cannabinoid ventures to reanimate liquidity, it may create a template for other small CNS players to partition assets, raise regionally, and partner selectively at the program level.
The next six months will reveal whether this structure converts to operational advantage: TSXV final acceptance and trading liquidity, clarity on trial timelines for SCI-110 and SCI-210, and early signals on whether supplement revenue can meaningfully offset R&D. The sharper question for Commercial and Medical leaders is whether a hybrid pharma–nutraceutical platform can advance prescription-grade cannabinoid therapies to reimbursable outcomes—or if capital will once again migrate to less regulated categories before the data arrive.
Jon Napitupulu is Director of Media Relations at The Clinical Trial Vanguard. Jon, a computer data scientist, focuses on the latest clinical trial industry news and trends.
