SciSparc: Neurothera Labs Signs Non-Binding Term Sheet to Acquire Majority Stake in a Quantum Algorithm Bio Data Analysis Company

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) announced on Dec. 2, 2025 that NeuroThera Labs (TSXV: NTLX), in which SciSparc holds a controlling interest of approximately 75%, signed a non-binding term sheet to acquire a majority stake in an Israeli quantum-enabled bio data analytics company.

Under the Term Sheet NeuroThera would acquire 55% equity of the Target Company in exchange for issuing common shares equal to 40% of NeuroThera’s share capital on a non-diluted basis. The Acquisition is subject to due diligence, definitive agreements, corporate and regulatory approvals, and customary closing conditions; there is no assurance the transaction will be completed.

Positive

• NeuroThera to acquire 55% equity in quantum-enabled bio data company
• Consideration equals issuance of shares representing 40% of NeuroThera share capital
• SciSparc holds a controlling interest of approximately 75% in NeuroThera

Negative

• Transaction is non-binding and may not be completed
• Share issuance representing 40% of NeuroThera implies substantial dilution
• Completion subject to due diligence and regulatory/corporate approvals

Insights

Corporate strategy and finance expert

SciSparc-controlled NeuroThera plans to buy a 55% stake in a quantum bio‑data company by issuing 40% of its shares; transaction is non‑binding and conditional.

The deal structure exchanges a majority economic stake in the Target Company for common shares equal to 40% of NeuroThera on a non‑diluted basis, which will materially change NeuroThera's capital structure if completed. Because SciSparc already holds ~75% of NeuroThera, the issuance could indirectly dilute SciSparc's economic claim on NeuroThera unless further recapitalization or share issuance by SciSparc occurs.

Key dependencies include completion of due diligence, negotiation of definitive agreements, and regulatory and corporate approvals; none are guaranteed. Concrete items to watch in the near term are completion of definitive agreements and any disclosure of transaction valuation, the exact dilution math post‑closing, and formal closing conditions or approval timelines expected by Q1–Q2 2026 (if provided). Given the conditional nature of the Term Sheet and large equity issuance, the net effect on shareholders is uncertain, so this is best viewed as neutral until definitive terms and valuations appear.

Technical and clinical data integration expert

The Target Company offers quantum‑enabled clinical analytics that could accelerate bio data processing, but benefits remain hypothetical until technical integration and validation occur.

Quantum computing promises faster parallel computation and enhanced machine learning in principle; the proposed acquisition would give NeuroThera access to those capabilities and to any proprietary datasets or algorithms. Realized gains depend on technical maturity, compatibility with existing clinical pipelines, and measurable performance versus classical methods.

Monitor technical milestones, independent benchmarking of algorithms, regulated‑data handling and privacy approvals, and any pilot results tied to clinical endpoints within 12–24 months. Without published performance metrics or validated clinical use cases disclosed, the announcement reads as exploratory; treat technical upside as contingent and unproven until empirical evidence and integration plans are provided.

TEL AVIV, Israel, Dec. 02, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), today announced that NeuroThera Labs Inc. (TSXV: NTLX) ("NeuroThera"), a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system disorders, in which SciSparc holds a controlling interest of approximately 75%, has entered into a non-binding term sheet (the “Term Sheet”) with an Israeli-based pioneering quantum computing bio data company focused on quantum-enabled clinical analytics (the “Target Company"). Pursuant to the Term Sheet, NeuroThera will acquire a 55% equity interest in the Target Company from certain selling shareholders of the Target Company (the “Selling Shareholders”), calculated on a post transaction fully diluted basis, in consideration for the issuance to the Selling Shareholders of that amount of common shares, no par value per share, of NeuroThera equal to 40% of NeuroThera’s share capital, calculated on a non-diluted  basis (the “Acquisition”).

By harnessing the principles of quantum computing, bio data can be stored, manipulated, and analyzed far more efficiently in comparison to the existing technologies, potentially revolutionizing the field through accelerated processing and enhanced insights. This innovative approach is based on key quantum phenomena such as superposition, entanglement, and inherent parallelism to deliver faster computations and superior machine learning performance. In turn, it strives to redefine clinical trials via quantum intelligence, seamlessly integrating quantum computing with bioinformatics and clinical data science to potentially unlock precision and speed in medical research and development.

The Acquisition remains subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of all required corporate and regulatory approvals, and other customary closing conditions. There can be no assurance that any definitive agreement will be entered into or that the transaction will be completed on the terms described, or at all.

About SciSparc Ltd. (Nasdaq: SPRC):

The Company, through its majority-owned subsidiary NeuroThera Labs Inc., engages in clinical-stage pharmaceutical developments. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, together with its majority-owned subsidiary NeuroThera Labs Inc., are currently engaged in the following drug development programs based on THC and/or non-psychoactive CBD: SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer's disease and agitation; and SCI- 210 for the treatment of ASD and status epilepticus. The Company, through NeuroThera Labs Inc., also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon.com Marketplace.

About Neurothera Labs Inc.

NeuroThera Labs Inc. 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.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc uses forward-looking statements when it discusses  the benefits and advantages of quantum computing and that the Acquisition is subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of all required corporate and regulatory approvals, and other customary closing conditions. Because such statements deal with future events and are based on SciSparc's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in SciSparc's Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055

FAQ

What did SciSparc announce on Dec. 2, 2025 regarding NeuroThera (SPRC/NTLX)?

SciSparc said NeuroThera signed a non-binding term sheet to buy 55% equity in an Israeli quantum bio data analytics company.

How much of NeuroThera will be issued to selling shareholders in the proposed deal (NTLX)?

The Term Sheet provides issuance of common shares equal to 40% of NeuroThera’s share capital on a non-diluted basis.

Does SciSparc (SPRC) directly own the Target Company after the announced term sheet?

No; SciSparc holds approximately 75% of NeuroThera, and NeuroThera would acquire the Target Company subject to closing conditions.

Is the proposed acquisition of the quantum bio data company final?

No; the Acquisition is subject to due diligence, definitive agreements, and regulatory and corporate approvals and may not close.

What are the main investor risks from the NeuroThera term sheet disclosed Dec. 2, 2025?

Key risks include the non-binding nature of the Term Sheet, required approvals, and the 40% share issuance that would significantly dilute NeuroThera shareholders.