SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) signed a binding term sheet to acquire a treasury of patents, trademarks and know‑how for innovative endoscopic systems and medical cameras, principally the MUSE™ transoral fundoplication system from Xylo Technologies.

Under the term sheet SciSparc will issue upon closing ordinary shares representing 19.99% of issued and outstanding capital (or pre‑funded warrants in lieu). SciSparc plans to pursue exclusive regional distributor partnerships to commercialize MUSE™ across North America, Europe and Latin America. A May 2025 market report values the global GERD device market at $2.5B in 2024, projected to $3.03B by 2030 (CAGR 3.24% 2025–2030).

Positive

• Acquires complete MUSE™ patent and IP portfolio
• Aims to replicate proven $3M upfront licensing model
• Targets commercialization in North America, Europe, Latin America

Negative

• Issuance will represent up to 19.99% of share capital
• Transaction subject to negotiation and signing of definitive agreements
• Consideration may be equity or pre‑funded warrants, not cash

Insights

Corporate Strategy Analyst

SciSparc plans to acquire IP for a single-use endoscopic system and will issue shares equal to 19.99 at closing.

The transaction substitutes an intellectual property acquisition for cash consideration by issuing ordinary shares (or pre-funded warrants) that will represent 19.99 of SciSparc's issued share capital at the Closing. This structure shifts financing risk from near-term cash outflow to equity dilution while giving SciSparc immediate ownership of patents, trademarks and know-how mainly tied to the MUSE™ system.

Key dependencies and risks include negotiating and signing the definitive agreements, completing the Closing, and the decision whether to issue shares or pre-funded warrants. Monitor the definitive agreement signing and the Closing timing for concrete dilution details and any restrictions tied to the Issued Shares; these items will determine near-term capital structure changes and shareholder dilution over the next quarters.

Medical Device Commercialization Expert

The acquired portfolio centers on a single-use transoral fundoplication device (MUSE™) with prior Greater China commercialization experience.

The company intends to replicate Xylo's prior licensing/distribution approach that generated $3 million up front in 2019 for Greater China, seeking exclusive regional distributors across North America, Europe and Latin America to commercialize the MUSE™ system. Owning patents, trademarks and know-how should simplify commercialization negotiations and protect regional rollouts if the IP scope is broad and enforceable.

Critical items to watch are the scope and territorial coverage of the acquired patents, the finalized commercial partner terms, and any regulatory clearances required in targeted territories; expect these milestones to unfold over the next several quarters to a few years as distribution agreements and regulatory pathways are established.

TEL AVIV, Israel, Nov. 26, 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., today announced the signing of a binding term sheet 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”).

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 November 26, 2025 about MUSE™?

SciSparc announced a binding term sheet to acquire patents, trademarks and IP for the MUSE™ endoscopic system from Xylo.

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

SciSparc will issue ordinary shares representing 19.99% of issued capital at Closing or may issue pre‑funded warrants in lieu.

What geographic markets will SciSparc target to commercialize MUSE™ after the SPRC acquisition?

SciSparc plans to pursue exclusive distribution partnerships across North America, Europe and Latin America.

Is the SPRC–Xylo IP deal final as of November 26, 2025?

No; the announcement is a binding term sheet and the transaction is subject to negotiating and signing definitive agreements and Closing.

What market size did SciSparc cite for the GERD device market in the SPRC release?

A May 2025 report cited a global GERD device market of about $2.5B in 2024, projected to $3.03B by 2030 (CAGR 3.24% 2025–2030).