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

News Market Reaction

-4.89%

20 alerts

-4.89% News Effect

+2.6% Peak Tracked

-17.9% Trough Tracked

-$310K Valuation Impact

$6M Market Cap

0.1x Rel. Volume

On the day this news was published, SPRC declined 4.89%, reflecting a moderate negative market reaction. Argus tracked a peak move of +2.6% during that session. Argus tracked a trough of -17.9% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $310K from the company's valuation, bringing the market cap to $6M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

SciSparc stake in NeuroThera: approximately 75% Equity in Target Company: 55% equity interest NeuroThera shares issued: 40% of share capital +3 more

6 metrics

SciSparc stake in NeuroThera approximately 75% Controlling interest in NeuroThera Labs

Equity in Target Company 55% equity interest Stake NeuroThera would acquire in quantum bio data firm

NeuroThera shares issued 40% of share capital Common shares to be issued to Selling Shareholders on non-diluted basis

Price change -12.5% SPRC 24h move prior to/around article publication

52-week range $1.55–$37.59 SPRC 52-week low and high before this news

Price vs 52-week high -94.92% Distance from 52-week high before this news

Market Reality Check

Price: $1.07 Vol: Volume 84,030 vs 20-day a...

low vol

$1.07 Last Close

Volume Volume 84,030 vs 20-day average 3,491,519 (relative volume 0.02) indicates very light trading ahead of/around this news. low

Technical Shares closed at 1.91, trading below the 200-day MA of 5.26 and near the 52-week low of 1.55.

Peers on Argus

SPRC fell 12.5% while peers were mixed: ELAB -3.97%, PTIX -1.25%, UBX -29.14%, I...

1 Up 1 Down

SPRC fell 12.5% while peers were mixed: ELAB -3.97%, PTIX -1.25%, UBX -29.14%, INDP and REVB flat in the sector snapshot. Momentum scanner flagged REVB at -5.05% and ENVB at +4.6%, underscoring stock-specific rather than broad biotech pressure.

Historical Context

5 past events · Latest: Dec 02 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Quantum analytics deal	Neutral	-4.9%	Non-binding term sheet for NeuroThera to buy 55% of quantum bio data firm.
Dec 01	GERD device IP deal	Positive	-16.4%	Binding term sheet to acquire MUSE GERD device IP for up to 19.99% equity.
Nov 26	Endoscopy IP acquisition	Positive	-9.0%	Binding term sheet to acquire endoscopy-related IP treasury from Xylo Technologies.
Nov 20	Depression IP partnership	Positive	-4.5%	NeuroThera patent filing with Clearmind for novel neuroplastogen depression therapy.
Oct 24	NeuroThera TSXV deal	Positive	+1.0%	Closing acquisition of TSXV company, receiving shares, warrants and contingent rights.

Pattern Detected

Recent acquisition and partnership headlines often coincided with negative next-day moves despite generally strategic or expansionary themes.

Recent Company History

Over the last few months, SciSparc has focused on transactions and portfolio reshaping. It closed the acquisition of a TSXV vehicle, now NeuroThera Labs, gaining a controlling stake of about 75% and related warrants and contingent rights. Subsequent binding term sheets targeted GERD device IP and endoscopy patents, with consideration of up to 19.99% of share capital. NeuroThera also advanced IP collaborations in depression treatments. Today’s non-binding term sheet for NeuroThera to acquire 55% of a quantum-enabled bio data analytics firm continues this acquisition-driven strategy.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-22

SciSparc has an active F-3/A shelf dated 2025-07-22, expiring 2028-07-22. It has been used at least once, as indicated by a 424B3 filing on 2025-11-04, providing a mechanism for future registered securities offerings if the shelf becomes effective.

Market Pulse Summary

This announcement extends SciSparc’s acquisition-driven strategy, with NeuroThera Labs, in which it ...

Analysis

This announcement extends SciSparc’s acquisition-driven strategy, with NeuroThera Labs, in which it holds about 75%, signing a non-binding term sheet to acquire 55% of a quantum-enabled bio data analytics company in exchange for 40% of NeuroThera’s share capital. It follows recent GERD device and endoscopy IP deals and the creation of NeuroThera as a TSXV vehicle. Key risks include deal completion, integration, and potential dilution at various levels, alongside an active F-3/A shelf that has already supported at least one registered offering.

Key Terms

quantum computing, superposition, bioinformatics, clinical data science, +1 more

5 terms

quantum computing technical

"By harnessing the principles of quantum computing, bio data can be stored..."

Quantum computing is a type of advanced technology that uses the principles of quantum physics to perform calculations much faster than traditional computers. It can process vast amounts of information simultaneously, potentially solving complex problems that are currently impossible or take too long with regular computers. For investors, this technology could lead to breakthroughs in areas like cryptography, data analysis, and optimization, impacting financial markets and security systems.

superposition technical

"This innovative approach is based on key quantum phenomena such as superposition..."

Superposition describes a situation where multiple influences or states overlap at the same time and their effects add together, like several ripples on a pond combining into a new wave pattern. For investors, recognizing superposition means understanding that price moves, risk factors or signals can be the result of several simultaneous forces—so isolating a single cause without separating those layers can lead to misreading market signals or misjudging risk.

bioinformatics technical

"integrating quantum computing with bioinformatics and clinical data science..."

The use of computer tools and data analysis to organize and interpret large biological datasets, such as DNA, protein or patient information. It matters to investors because it speeds up research, lowers development costs and helps identify promising drug targets, diagnostics or personalized treatments—think of it as using GPS and analytics to find the fastest, most reliable route through vast amounts of lab data.

clinical data science technical

"integrating quantum computing with bioinformatics and clinical data science..."

Clinical data science is the practice of collecting, cleaning and analyzing medical and clinical trial information to uncover reliable patterns about how treatments work, who benefits, and what risks exist. For investors it matters because those insights shape the odds of regulatory approval, clinical success and commercial value—think of it as turning messy clues from patient tests and trials into a clear map that guides high‑stakes development and investment decisions.

machine learning technical

"to deliver faster computations and superior machine learning performance."

Machine learning is a set of computer programs that learn patterns from large amounts of data and improve their predictions or decisions over time, like a recipe that gets better each time it’s adjusted based on taste tests. For investors it matters because these systems can speed up analysis, spot trends or risks humans might miss, automate routine work, and potentially create competitive advantages or cost savings that affect a company’s performance.

AI-generated analysis. Not financial advice.

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.