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

Insights

Corporate transactions analyst

SciSparc's planned IP acquisition for the MUSE™ GERD device is strategically material but execution and dilution risks keep impact uncertain.

SciSparc plans to acquire patents, trademarks and know‑how for the single‑use endoscopic MUSE™ system and will pay with ordinary shares equal to 19.99% of issued capital at closing or with pre‑funded warrants instead. The target product has prior commercialization history in Greater China, including a $3,000,000 upfront licensing payment in 2019, and SciSparc intends to pursue exclusive regional distribution deals across North America, Europe and Latin America to commercialize the technology.

The business case rests on three concrete facts: existing IP ownership, an established Greater China commercialization path, and an addressable market reported at $2,500,000,000 in 2024 with a projection to $3,030,000,000 by 2030. Key execution risks include negotiating definitive acquisition terms, converting regional distributor relationships into revenue, and shareholder dilution tied to issuing near 20% of equity. Watch for definitive agreements, commercial partner signings, and first revenue milestones within the next 12–24 months (2026–2027).

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.