SciSparc Plans on Entering the Multi-Billion-Dollar GERD Device Market with Acquisition of an Approved IP Portfolio

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) signed a binding term sheet to acquire a treasury of patents, trademarks and IP rights for endoscopic systems and medical cameras from Xylo Technologies, principally the single-use MUSE™ transoral fundoplication system.

The consideration at closing will be ordinary shares representing 19.99% of SciSparc’s issued and outstanding share capital (or, at SciSparc’s option, pre-funded warrants). SciSparc plans to pursue exclusive distributor partnerships to commercialize MUSE across North America, Europe and Latin America. A May 2025 report valued the global GERD device market at $2.5B (2024), projected to $3.03B by 2030 (CAGR 3.24% 2025–2030).

Positive

• IP acquisition of MUSE™ endoscopic system and related portfolio
• Issued shares consideration equal to 19.99% of outstanding capital
• Targeting commercialization across North America, Europe, Latin America
• GERD device market size $2.5B (2024), projected $3.03B by 2030

Negative

• Deal is subject to definitive agreements and not yet closed
• 19.99% issuance implies substantial potential shareholder dilution
• Securities not registered for sale in the United States

News Market Reaction

-16.36%

20 alerts

-16.36% News Effect

+12.8% Peak Tracked

-21.2% Trough Tracked

-$1M Valuation Impact

$7M Market Cap

0.1x Rel. Volume

On the day this news was published, SPRC declined 16.36%, reflecting a significant negative market reaction. Argus tracked a peak move of +12.8% during that session. Argus tracked a trough of -21.2% 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 $1M from the company's valuation, bringing the market cap to $7M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Upfront payment to Xylo: $3 million Equity consideration: 19.99% of share capital GERD device market 2024: $2.5 billion +5 more

8 metrics

Upfront payment to Xylo $3 million Received by Xylo in 2019 licensing deal in Greater China

Equity consideration 19.99% of share capital SciSparc shares or pre-funded warrants to be issued to Xylo at closing

GERD device market 2024 $2.5 billion Global GERD device market value in 2024 (MarkNtel Advisors)

GERD device market 2030 $3.03 billion Projected global GERD device market by 2030

Market CAGR 3.24% GERD device market CAGR from 2025 to 2030

Share price $1.91 Pre-news price vs. 52-week range $1.55–$37.59

52-week drawdown -94.92% Price vs. 52-week high before this announcement

Market cap $6,421,701 Equity value prior to GERD IP acquisition news

Market Reality Check

Price: $1.07 Vol: Volume 84,030 is far belo...

low vol

$1.07 Last Close

Volume Volume 84,030 is far below the 3,491,519 20-day average, signaling limited pre-news participation. low

Technical At $1.91, shares trade below the $5.26 200-day moving average, reflecting a prolonged downtrend and deep discount to prior levels.

Peers on Argus

SPRC’s -12.5% move contrasted with mixed biotech peers: UBX fell 29.14%, ELAB -3...

1 Up 1 Down

SPRC’s -12.5% move contrasted with mixed biotech peers: UBX fell 29.14%, ELAB -3.97%, PTIX -1.25%, while INDP and REVB were flat, indicating stock-specific dynamics rather than a broad sector swing.

Historical Context

5 past events · Latest: Dec 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Quantum analytics deal	Positive	-4.9%	Non-binding term sheet for majority stake in quantum bio data company.
Dec 01	GERD IP acquisition	Positive	-16.4%	Binding term sheet to acquire GERD device IP via 19.99% equity stake.
Nov 26	Endoscopy IP deal	Positive	-9.0%	Binding term sheet for MUSE™ endoscopic IP and global distribution plans.
Nov 20	Depression IP partnership	Positive	-4.5%	New Israeli patent application expanding MEAI-based depression IP portfolio.
Oct 24	NeuroThera acquisition close	Positive	+1.0%	Closing TSXV transaction, receiving shares, warrants and contingent rights.

Pattern Detected

Recent strategic and acquisition-related announcements have often coincided with negative next-day moves, even when the news involved asset growth or IP expansion.

Recent Company History

Over the past few months, SciSparc reported multiple acquisitions and portfolio restructurings. Key moves include transferring its clinical-stage assets into NeuroThera Labs on Oct 22, 2025, disposing of its MitoCareX stake for cash and N2OFF equity, and signing term sheets for GERD-related endoscopy IP and quantum bio data analytics. Despite these strategic steps, several news events with ostensibly constructive implications were followed by negative 24-hour price reactions.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-22

SciSparc has an active Form F-3/A shelf dated 2025-07-22, expiring 2028-07-22, with at least 1 recorded usage via a 424B3 filing on 2025-11-04. The GERD IP acquisition consideration (19.99% equity or pre-funded warrants) relies on share issuance mechanisms separate from any unspecified shelf amount.

Market Pulse Summary

The stock dropped -16.4% in the session following this news. A negative reaction despite strategic I...

Analysis

The stock dropped -16.4% in the session following this news. A negative reaction despite strategic IP expansion fits prior patterns, where acquisition-focused releases often saw selling pressure. The deal implies issuing equity or pre-funded warrants equal to 19.99% of the company’s share capital, adding dilution concerns on top of a price already 94.92% below its 52-week high. An active F-3/A shelf and past mixed responses to restructurings could have amplified downside risk.

Key Terms

endoscopic, transoral fundoplication, gastroesophageal reflux disease, GERD, +2 more

6 terms

endoscopic medical

"intellectual property rights for innovative endoscopic systems and medical cameras"

Endoscopic describes medical procedures or the instruments used to look inside the body with a thin, flexible tube that carries a light and tiny camera, often inserted through a small incision or a natural opening. It matters to investors because these less invasive approaches typically mean shorter hospital stays, lower complication rates and growing demand for specialized devices and disposable parts, which can shift revenue toward outpatient care and new technologies; think of it like a plumber’s snake with a camera that lets doctors fix problems without tearing open a wall.

transoral fundoplication medical

"device designed for transoral fundoplication, a minimally invasive procedure"

Transoral fundoplication is a minimally invasive procedure performed through the mouth to strengthen the valve between the esophagus and stomach, reducing stomach acid reflux. Investors care because it involves medical devices, training and reimbursement decisions that affect revenue and adoption risk — like replacing a leaky seal in a pipe, the procedure’s safety, effectiveness and market acceptance determine how widely hospitals and insurers will pay for it.

gastroesophageal reflux disease medical

"procedure to treat gastroesophageal reflux disease (“GERD”)"

A chronic condition in which stomach acid frequently flows back into the tube connecting the mouth and stomach, causing repeated heartburn, irritation, and sometimes tissue damage; think of it as a one-way valve that no longer closes properly and lets corrosive material creep backward. It matters to investors because its prevalence and need for long-term medications, procedures, or devices drive steady demand, affect healthcare costs, and influence revenue and regulatory risk for drugmakers, device companies, insurers, and hospitals.

GERD medical

"procedure to treat gastroesophageal reflux disease (“GERD”)"

Gastroesophageal reflux disease (GERD) is a chronic condition where stomach acid or contents flow back into the food pipe, causing heartburn, throat irritation, and sometimes damage to the lining. For investors, GERD matters because it drives demand for medications, medical devices, and procedures, influences healthcare spending and insurer costs, and can affect the valuation and revenue prospects of companies developing treatments or diagnostic tools — similar to how recurring maintenance needs shape demand in other industries.

pre-funded warrants financial

"may elect at its sole discretion to issue, in lieu ... pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

U.S. Securities Act regulatory

"not been registered under the United States Securities Act of 1933"

A U.S. securities act is a federal law that requires companies to disclose clear, detailed information before offering stocks or bonds to the public and prohibits false or misleading statements. Think of it as a product label and consumer-protection rule for investments: it helps investors know what they’re buying and provides legal remedies if information is withheld or deceptive, which can affect confidence, pricing and the ability of companies to raise money.

AI-generated analysis. Not financial advice.

TEL AVIV, Israel, Dec. 01, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a company engaged in clinical-stage pharmaceutical developments through its majority-owned subsidiary NeuroThera Labs Inc., recently announced the signing of a binding term sheet to acquire treasury of patents, trademarks and intellectual property rights for innovative endoscopic systems and medical cameras, including the MUSE™ system, from Xylo Technologies Ltd. ("Xylo”).

The MUSE™ system is a single-use, innovative endoscopic device designed for transoral fundoplication, a minimally invasive procedure to treat gastroesophageal reflux disease (“GERD”).

Building on Xylo 's successful commercialization  in Greater China through licensing and distribution agreement with a Shanghai-based medical instruments company in 2019, of which Xylo received $3 million up front, SciSparc seeks to replicate this proven model across high-growth territories, such as North America, Europe and Latin America, by pursuing similar exclusive partnerships with leading regional distributors to accelerate global commercialization and unlock substantial revenue streams.

Under the terms of the binding term sheet, SciSparc will acquire the complete portfolio of patents, trademarks, know-how, and related intellectual property rights, mainly associated with the MUSE™ system, from Xylo. Subject to negotiating and signing definitive agreements for the acquisition, in consideration for these acquired assets, SciSparc shall issue to Xylo, upon the closing of definitive agreements (the “Closing”), an amount of ordinary shares of the Company, which shall represent as of the Closing date, 19.99% of the issued and outstanding share capital of SciSparc (the “Issued Shares”). SciSparc may elect at its sole discretion to issue, in lieu (in whole or in part) of the Issued Shares, pre-funded warrants to purchase ordinary shares.

According to a May 2025 market research report by MarkNtel Advisors, the global GERD device market was valued at approximately $2.5 billion in 2024 and is projected to reach $3.03 billion by 2030, growing at a compound annual growth rate (CAGR) of 3.24% from 2025 to 2030.

This press release does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such securities may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.

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.

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 expected acquisition of a portfolio of patents, trademarks and intellectual property rights for innovative endoscopic systems and medical cameras, including the MUSE ^TM system from Xylo; the consideration for the acquired assets to be paid to Xylo at Closing; the Company’s plans to replicate Xylo’s licensing and distribution model from Greater China to other territories, such as North America, Europe and Latin America; the Company’s plans to pursue exclusive partnerships with leading regional distributors to accelerate commercialization and unlock substantial revenue streams; and the expected value and growth of the global GERD device market. The acquisition of the intellectual property assets described in this press release is subject to the Company and Xylo negotiating and agreeing definitive agreements. 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 (SPRC) announce on December 1, 2025 about MUSE™?

SciSparc signed a binding term sheet to acquire Xylo's IP portfolio, mainly the single-use MUSE™ endoscopic system.

How will SciSparc pay for the Xylo IP acquisition for SPRC shareholders?

At closing SciSparc will issue ordinary shares representing 19.99% of its issued and outstanding capital or may issue pre-funded warrants instead.

What markets is SciSparc targeting to commercialize the MUSE™ system (SPRC)?

SciSparc plans to pursue exclusive distributor partnerships across North America, Europe and Latin America to replicate prior Greater China commercialization.

What is the size of the GERD device market cited in the SPRC announcement?

The announcement cites a May 2025 report valuing the global GERD device market at $2.5 billion (2024), projected to $3.03 billion by 2030 (CAGR 3.24%).

Is the SciSparc–Xylo transaction finalized for SPRC investors?

No; the transaction is governed by a binding term sheet and remains subject to negotiating and signing definitive agreements prior to closing.