Neurothera Labs Inc. Closes Final Tranche of Non-Brokered Private Placement

Neurothera Labs Inc. Closes Final Tranche of Non-Brokered Private Placement

Toronto, Ontario – TheNewswire - August 17, 2026 – NeuroThera Labs Inc. (the “ Company ” or “ NeuroThera ”) (TSXV: NTLX), a clinical-stage biotech company and a majority-owned subsidiary of SciSparc Ltd. (Nasdaq: SPRC), is pleased to announce that it has closed the final tranche (the “ Final Tranche ”) of its non-brokered private placement (the “ Offering ”), as previously announced on June 30, 2026, July 2, 2026 and August 12, 2026.

Under the Final Tranche, the Company raised C$2,700,000 from the sale of 22,500,000 units (each, a “ Unit ”) at C$0.12 per Unit. Each Unit is comprised of one common share in the capital of the Company (each, a “ Common Share ”) and one Common Share purchase warrant (each, a “ Unit Warrant ”). Each Unit Warrant entitles the holder to purchase one Common Share at an exercise price of US$0.115 per Common Share, equivalent to C$0.16 per Common Share, until August 17, 2029.

The Unit Warrants are also subject to an acceleration provision whereby, upon the securities of NeuroThera being approved for trading on the Nasdaq Stock Market, the Company will accelerate the expiry date of 50% of the unexercised Unit Warrants and provide three business days’ advance written notice to holders thereof of such accelerated expiry date. The Unit Warrants are non-transferable.

The Company intends to use the net proceeds of the Final Tranche for general working capital purposes and other corporate and administrative expenses.

All securities issued in connection with the Final Tranche, including the Common Shares and the Unit Warrants, and any Common Shares issuable upon exercise of the Unit Warrants, are subject to a holding period of four months and one day from August 17, 2026.

The Offering is subject to the final approval of the TSX Venture Exchange and any other applicable regulatory approvals.

SciSparc Ltd., a control person of the Company, participated in the Offering by subscribing for 22,500,000 Units for an aggregate subscription price of C$2,700,000. SciSparc’s Ltd.’s participation in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

The issuance of securities to SciSparc Ltd., a related party of the Company, is exempt from the formal valuation requirement of MI 61-101 pursuant to Section 5.5(b) of MI 61-101, as the Common Shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(a) of MI 61-101, as the fair market value of the securities issued to SciSparc Ltd. does not exceed twenty-five percent (25%) of the Company’s market capitalization.

The Company did not file a material change report at least 21 days before the closing of the Offering as SciSparc Ltd.’s participation in the Offering had not been confirmed at that time.

The securities of the Company referred to in this press release have not been registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any applicable state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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 co...