SciSparc Signs Definitive Agreement to Acquire a Treasury of Patents for the Endoscope Market- Entering Multi-Billion Dollar Opportunity

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) signed a definitive agreement to acquire a portfolio of patents, trademarks and know‑how for endoscopic systems and medical cameras, chiefly the MUSE™ single‑use transoral fundoplication device. The Closing is set for March 8, 2026, at which SciSparc will issue ordinary shares that will represent 19.99% of issued and outstanding share capital to Xylo (or pre‑funded warrants in lieu).

SciSparc plans immediate commercialization after closing, aims to replicate Xylo’s 2019 Greater China licensing model (which generated a $3.0M up‑front payment), and cites a GERD device market roughly $2.5B in 2024, projected to $3.03B by 2030.

Positive

• Acquires MUSE™ patent portfolio and related IP
• Closing preserves cash by issuing shares/warrants
• Commercialization planned immediately after Closing on March 8, 2026

Negative

• Issued shares will represent 19.99% dilution at Closing
• Transaction remains subject to customary closing conditions and approvals

News Market Reaction

-15.52% 75.8x vol

36 alerts

-15.52% News Effect

+41.8% Peak Tracked

-39.4% Trough Tracked

-$876K Valuation Impact

$5M Market Cap

75.8x Rel. Volume

On the day this news was published, SPRC declined 15.52%, reflecting a significant negative market reaction. Argus tracked a peak move of +41.8% during that session. Argus tracked a trough of -39.4% from its starting point during tracking. Our momentum scanner triggered 36 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $876K from the company's valuation, bringing the market cap to $5M at that time. Trading volume was exceptionally heavy at 75.8x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Upfront payment to Xylo: $3 million Equity to Xylo: 19.99% of share capital Closing date: March 8, 2026 +3 more

6 metrics

Upfront payment to Xylo $3 million 2019 Greater China licensing agreement for MUSE™ system

Equity to Xylo 19.99% of share capital SciSparc ordinary shares on closing as acquisition consideration

Closing date March 8, 2026 Scheduled closing date for MUSE™ IP acquisition

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

GERD market CAGR 3.24% Projected 2025–2030 compound annual growth rate

Market Reality Check

Price: $1.01 Vol: Volume 78,830 vs 20-day a...

low vol

$1.01 Last Close

Volume Volume 78,830 vs 20-day average 466,115 (relative volume 0.17), indicating muted pre-news activity. low

Technical Shares at $1.45, trading below the $4.66 200-day moving average and far under the $19.089 52-week high.

Peers on Argus

SPRC was down 0.68% while biotech peers were mixed: ELAB +3.54%, INDP +2.58%, PT...

SPRC was down 0.68% while biotech peers were mixed: ELAB +3.54%, INDP +2.58%, PTIX -11.6%, UBX -29.14%, REVB flat. Moves do not indicate a coordinated sector trend.

Historical Context

5 past events · Latest: Jan 12 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	Nasdaq deficiency notice	Negative	-0.7%	Nasdaq minimum stockholders’ equity non-compliance disclosure.
Dec 30	Patent grant update	Positive	-1.5%	New opioid-based pain relief patent added to global IP portfolio.
Dec 2	Quantum analytics deal	Positive	-4.9%	Term sheet to buy majority stake in quantum bio data analytics firm.
Dec 1	GERD device IP term sheet	Positive	-16.4%	Plan to enter GERD device market via approved IP acquisition.
Nov 26	Endoscopy IP term sheet	Positive	-9.0%	Binding term sheet to acquire MUSE™ endoscopy patents and know-how.

Pattern Detected

Recent history shows frequent negative price reactions to strategic and acquisition-related announcements, even when they expand IP or market reach.

Recent Company History

Over the last few months, SciSparc has been reshaping its portfolio and capital structure. It closed and structured multiple acquisitions and asset transfers, including moving its advanced clinical portfolio into NeuroThera Labs and signing term sheets to acquire quantum bio‑data and GERD device IP. On Nov 26, 2025 and Dec 1, 2025, it announced plans to acquire the MUSE™ endoscopy IP via shares equal to 19.99% of outstanding capital. A Jan 12, 2026 Nasdaq notice then highlighted non‑compliance with the $2.5M equity requirement, underscoring balance sheet pressure as these transactions proceed.

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 one prospectus supplement (424B3 on 2025-11-04). This framework allows the company to register and potentially issue securities, subject to effectiveness and market conditions, alongside the separate 19.99% equity consideration to Xylo for the MUSE™ IP.

Market Pulse Summary

The stock dropped -15.5% in the session following this news. A negative reaction despite the definit...

Analysis

The stock dropped -15.5% in the session following this news. A negative reaction despite the definitive MUSE™ agreement would fit a pattern where SciSparc’s strategic moves have been followed by selling. The planned issuance of equity equal to 19.99% of outstanding shares for the IP portfolio may raise dilution concerns, particularly after a recent Nasdaq notice about minimum equity compliance. The active shelf registration further underlines potential capital-raising overhang that can outweigh the long-term appeal of accessing a $2.5–$3.03B GERD device market.

Key Terms

endoscopic, transoral fundoplication, gastroesophageal reflux disease, GERD, +3 more

7 terms

endoscopic medical

"patents, trademarks and intellectual property rights for innovative endoscopic systems"

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

"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 (in whole or in part) the Issued Shares, 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.

compound annual growth rate financial

"growing at a compound annual growth rate (CAGR) of 3.24% from 2025 to 2030."

The compound annual growth rate (CAGR) shows how much an investment or value has grown, on average, each year over a specific period. It considers the effect of growth that compounds or builds upon itself, similar to how interest accumulates in a savings account. Investors use CAGR to compare different investments’ long-term performance and to understand how steady or consistent their growth has been over time.

U.S. Securities Act regulatory

"not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)"

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.

SciSparc intends to commence commercialization of these patented technologies immediately following the transaction closing

TEL AVIV, Israel, Jan. 13, 2026 (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., announced today the signing of a definitive agreement to acquire a 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”).

SciSparc intends to commence commercialization of these patented technologies immediately following the transaction closing, building on the established foundation to drive rapid market penetration and revenue generation.

Building on Xylo's successful commercialization in Greater China through licensing and distribution agreement with a Shanghai-based medical instruments company in 2019, under 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 definitive agreement, SciSparc will acquire the complete portfolio of patents, trademarks, know-how, and related intellectual property rights, mainly associated with the MUSE™ system, from Xylo. In consideration for the acquired assets, SciSparc will issue to Xylo, upon the closing of the transaction (the “Closing”), an amount of ordinary shares of the Company, which shall represent, as of the Closing date, which is set on March 8, 2026, 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) the Issued Shares, pre-funded warrants to purchase ordinary shares.

The transaction remains subject to customary closing conditions, including any required regulatory approvals.

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; the Closing Date, the Company’s intention to commercialize these patented technologies and the timing thereof 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 customary closing conditions, including any required regulatory approvals. 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 will SciSparc (SPRC) issue to Xylo at Closing on March 8, 2026?

SciSparc will issue ordinary shares that will represent 19.99% of issued and outstanding share capital, or pre‑funded warrants in lieu.

How does the MUSE™ acquisition affect SciSparc's commercialization timeline (SPRC)?

SciSparc intends to commence commercialization of the acquired patented technologies immediately following Closing to drive rapid market penetration.

What is the size of the GERD device market cited in the SciSparc (SPRC) release?

The press release cites a GERD device market value of approximately $2.5 billion in 2024, projected to $3.03 billion by 2030.

Did Xylo have prior commercial success with the MUSE™ system referenced by SciSparc (SPRC)?

Yes; Xylo licensed distribution in Greater China in 2019 and received a $3.0 million up‑front payment under that agreement.

Is the SciSparc–Xylo transaction final and unconditional for SPRC shareholders?

No; the transaction is subject to customary closing conditions, including any required regulatory approvals.