SciSparc Successfully Completes Acquisition of IP Portfolio, Advances Toward Immediate Commercialization

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) closed the acquisition of an intellectual property portfolio from Xylo Technologies on January 26, 2026, acquiring patents, trademarks and know‑how centered on the single‑use MUSE™ endoscopic system for transoral fundoplication to treat GERD.

Consideration included ordinary shares representing 19.99% of SciSparc and pre‑funded warrants in lieu of some shares. SciSparc intends to commence immediate commercialization and pursue exclusive regional distributor partnerships in North America, Europe and Latin America. The release notes Xylo previously received $3.0M up front in 2019 under a Greater China licensing deal and cites a MarkNtel market estimate valuing the global GERD device market at $2.5B (2024), projected to $3.03B by 2030 (CAGR 3.24% 2025–2030).

Positive

• Full IP portfolio acquired including patents, trademarks and know‑how for MUSE system
• Immediate commercialization planned to accelerate market entry
• Targeting a $2.5B GERD device market (2024) projected to $3.03B by 2030

Negative

• 19.99% share issuance to Xylo implies material dilution to existing holders
• Consideration paid primarily in equity and pre‑funded warrants, not cash

Key Figures

Xylo ownership stake: 19.99% of issued and outstanding share capital Upfront payment to Xylo: $3 million GERD device market 2024: $2.5 billion +2 more

5 metrics

Xylo ownership stake 19.99% of issued and outstanding share capital Equity consideration for acquired IP portfolio

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

GERD device market 2024 $2.5 billion Global GERD device market size in 2024

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

GERD device CAGR 3.24% Projected CAGR 2025–2030 for GERD device market

Market Reality Check

Price: $1.01 Vol: Volume 84,217 is far belo...

low vol

$1.01 Last Close

Volume Volume 84,217 is far below the 20-day average of 2,718,752, showing limited pre-news participation. low

Technical Shares at $1.01 are well below the $4.45 200-day MA and 92.36% under the 52-week high.

Peers on Argus

Biotech peers in momentum scan (e.g., GTBP, REVB) showed downward moves (median ...

2 Down

Biotech peers in momentum scan (e.g., GTBP, REVB) showed downward moves (median about -8%), while SPRC was flat pre‑announcement, pointing to sector weakness without a clear stock-specific move yet.

Common Catalyst Broader biotech pressure without same-day peer news; current headline is company-specific acquisition/commercialization.

Previous Acquisition Reports

5 past events · Latest: Jan 13 (Positive)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Definitive IP agreement	Positive	-15.5%	Signed definitive deal to acquire MUSE endoscopy IP; set March 8 closing.
Dec 02	Quantum analytics deal	Positive	-4.9%	NeuroThera term sheet to buy majority of quantum bio data analytics firm.
Dec 01	MUSE IP term sheet	Positive	-16.4%	Binding term sheet to acquire MUSE GERD device IP from Xylo.
Nov 26	Initial MUSE IP pact	Positive	-9.0%	First binding term sheet for MUSE endoscopic IP and distributor strategy.
Oct 24	NeuroThera acquisition	Positive	+1.0%	Closed TSXV NeuroThera deal, receiving shares, warrants and contingent rights.

Pattern Detected

Acquisition headlines for SPRC have generally been framed as strategic positives but were often followed by negative one-day price reactions, suggesting a pattern of selling into such news.

Recent Company History

Over the last few months, SciSparc has repeatedly used acquisitions and asset transfers to reshape its portfolio. Key deals include the October 24, 2025 closing of the NeuroThera Labs transaction and multiple agreements since November 26, 2025 to buy the MUSE™ endoscopic IP from Xylo, always for 19.99% equity consideration. Despite these strategic moves, prior acquisition announcements produced mostly negative 24‑hour price reactions, making today’s completion of the MUSE IP acquisition part of a continuing strategic, but market‑skeptical, pattern.

Historical Comparison

acquisition

+9.4 %

Average Historical Move

Historical Analysis

In the past few months, SPRC issued 5 acquisition-related releases, averaging a 9.36% one-day move. Today’s MUSE IP closing continues that acquisition-driven narrative around portfolio repositioning.

Typical Pattern

Acquisition news has progressed from transferring clinical assets into NeuroThera to repeatedly formalizing the MUSE™ GERD device IP deal with Xylo, moving from term sheets to definitive agreement and now reported closing.

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, with at least two prospectus supplements (424B5 and 424B3) already filed. The 424B5 shows use of the shelf for equity issuance, highlighting an established pathway for additional registered securities offerings.

Market Pulse Summary

This announcement reports closing of the MUSE™ GERD device IP acquisition from Xylo in exchange for ...

Analysis

This announcement reports closing of the MUSE™ GERD device IP acquisition from Xylo in exchange for equity equal to 19.99% of SciSparc’s outstanding shares, allowing immediate commercialization efforts. It builds on earlier term sheets and highlights a GERD device market growing from $2.5B in 2024 to $3.03B by 2030. Recent history also includes Nasdaq equity non‑compliance notices and registered offerings under an F-3/A shelf, so execution on commercialization and capital strategy remain key metrics to watch.

Key Terms

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

7 terms

gastroesophageal reflux disease medical

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

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

"multi- billion dollar GERD device market TEL AVIV, Israel, Jan."

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.

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.

endoscopic medical

"rights for innovative endoscopic systems and medical cameras, including"

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.

intellectual property regulatory

"portfolio of patents, trademarks and intellectual property rights for innovative"

Intellectual property are legal rights that protect creations of the mind—such as inventions, brand names, designs, software, or secret formulas—giving the owner control over who can use, copy or sell them. For investors, IP is like owning a blueprint or recipe: it can generate steady income through exclusive sales or licensing, boost a company’s competitive edge and valuation, and also create costs or risks if rights must be defended or challenged in court.

pre-funded warrants financial

"In lieu of some of the Issued Shares, SciSparc issued 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

"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 target the global multi- billion dollar GERD device market

TEL AVIV, Israel, Jan. 26, 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 closing of the acquisition of an IP portfolio 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 asset purchase agreement, SciSparc acquired 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 issued to Xylo an amount of ordinary shares of the Company, which represents 19.99% of the issued and outstanding share capital of SciSparc (the “Issued Shares”). In lieu of some of the Issued Shares, SciSparc issued 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 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. 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) acquire on January 26, 2026?

SciSparc acquired an IP portfolio from Xylo covering patents, trademarks and know‑how for the MUSE™ endoscopic system.

How did SciSparc pay for the Xylo IP acquisition (SPRC)?

Consideration included ordinary shares representing 19.99% of outstanding SciSparc and pre‑funded warrants issued to Xylo.

When does SciSparc plan to commercialize the MUSE system (SPRC)?

SciSparc intends to commence immediate commercialization following closing to pursue regional distributor partnerships.

How large is the GERD device market cited in the SciSparc announcement (SPRC)?

The release cites MarkNtel estimating the global GERD device market at $2.5 billion in 2024, rising to $3.03 billion by 2030 (CAGR 3.24%).

Does the SciSparc press release mention prior commercialization of MUSE?

Yes; Xylo previously commercialized in Greater China via a 2019 licensing and distribution deal that included a $3.0M up‑front payment.