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

News Market Reaction – SPRC

-9.02% 1622.1x vol

22 alerts

-9.02% News Effect

+25.9% Peak Tracked

-23.7% Trough Tracked

-$392K Valuation Impact

$4M Market Cap

1622.1x Rel. Volume

On the day this news was published, SPRC declined 9.02%, reflecting a notable negative market reaction. Argus tracked a peak move of +25.9% during that session. Argus tracked a trough of -23.7% from its starting point during tracking. Our momentum scanner triggered 22 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $392K from the company's valuation, bringing the market cap to $4M at that time. Trading volume was exceptionally heavy at 1622.1x 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 consideration: 19.99% of share capital Global GERD device market 2024: $2.5 billion +5 more

8 metrics

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

Equity consideration 19.99% of share capital SciSparc ordinary shares (or pre-funded warrants) to Xylo at Closing

Global GERD device market 2024 $2.5 billion Market size cited from May 2025 MarkNtel Advisors report

Projected GERD device market 2030 $3.03 billion Forecast value by 2030 from May 2025 report

CAGR 2025–2030 3.24% Compound annual growth rate for global GERD device market

Price change pre-news -12.5% 24h move in SPRC prior to this article

52-week range $1.55 – $37.59 SPRC 52-week low and high before this news

Market cap pre-news $6,421,701 SPRC market capitalization before the announcement

Market Reality Check

Price: $0.5238 Vol: Volume 84,030 vs 20-day a...

low vol

$0.5238 Last Close

Volume Volume 84,030 vs 20-day average 3,491,519 (relative volume 0.02x) indicates muted trading interest ahead of this news. low

Technical Price $1.91 is trading below the 200-day MA of $5.26, reflecting a pre-existing downtrend.

Peers on Argus

While SPRC was down 12.5%, biotech peers in scanners were mixed: ENVB up 4.78% a...

1 Up 1 Down

While SPRC was down 12.5%, biotech peers in scanners were mixed: ENVB up 4.78% and REVB down 5.05%. Broader sector context shows some declines (e.g., UBX down 29.14%), but moves are not uniformly aligned, suggesting stock-specific dynamics around SPRC’s acquisition news.

Historical Context

5 past events · Latest: Dec 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 02	Acquisition term sheet	Positive	-4.9%	Non-binding term sheet to buy majority stake in quantum bio data company.
Dec 01	GERD device acquisition	Positive	-16.4%	Plan to enter GERD device market via IP acquisition and distributor model.
Nov 26	MUSE IP acquisition	Positive	-9.0%	Binding term sheet for MUSE™ endoscopy IP and global distribution strategy.
Nov 20	Patent collaboration	Positive	-4.5%	Israeli patent filing with Clearmind for novel neuroplastogen depression therapy.
Oct 24	TSXV acquisition close	Positive	+1.0%	Closing TSXV transaction transferring clinical portfolio into Neurothera Labs.

Pattern Detected

Recent news, including acquisitions and partnerships, has often been followed by negative 24h price reactions, indicating a pattern of selling into announcements.

Recent Company History

Over the last few months, SciSparc has focused on acquisitions and portfolio reshaping. On Oct 24, 2025, it closed the TSXV transaction transferring its clinical portfolio and received shares, warrants and contingent rights, with a modest 1.01% gain. Subsequent IP and acquisition-related releases on Nov 20, Nov 26 and early December were followed by declines between 4.47% and 16.36%. Today’s MUSE™ IP acquisition term sheet continues this acquisitive strategy within a new GERD device market focus.

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 prospectus on 2025-11-04. The MUSE™ IP acquisition consideration of 19.99% of share capital (or pre-funded warrants) represents a meaningful equity issuance on top of this existing capital markets framework.

Market Pulse Summary

The stock moved -9.0% in the session following this news. A negative reaction despite strategic IP e...

Analysis

The stock moved -9.0% in the session following this news. A negative reaction despite strategic IP expansion fits prior patterns where SciSparc’s acquisitions and partnerships were often followed by selling pressure. This deal involves issuing securities representing 19.99% of share capital (or pre-funded warrants), which adds a clear dilution element. Combined with the company’s active Form F-3/A shelf and a stock already trading well below its 200-day MA, concerns around future capital needs and integration risks could have amplified downside moves.

Key Terms

endoscopic systems, transoral fundoplication, gastroesophageal reflux disease, GERD, +4 more

8 terms

endoscopic systems medical

"treasury of patents, trademarks and intellectual property rights for innovative endoscopic systems and medical cameras"

Endoscopic systems are medical device setups that use a slim, flexible camera and related instruments to look inside the body and perform diagnoses or treatments through small openings rather than large incisions—think of a tiny inspection camera a plumber feeds into pipes. They matter to investors because sales, upgrades, regulatory approvals, and procedure demand drive steady revenue and recurring service or consumable income, while new features or approvals can change market share and profit potential.

transoral fundoplication medical

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

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”). Building on Xylo's successful"

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”). Building on Xylo's successful"

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) of the Issued Shares, pre-funded warrants to purchase"

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

"reach $3.03 billion by 2030, growing at a compound annual growth rate (CAGR) of 3.24%"

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.

CAGR financial

"reach $3.03 billion by 2030, growing at a compound annual growth rate (CAGR) of 3.24%"

Compound Annual Growth Rate (CAGR) measures the average yearly growth of an investment, revenue, or other metric over a multi-year period as if it had grown at a steady rate each year. Think of it like the constant speed that would take you from the starting value to the ending value over the same time—useful because it smooths out ups and downs and lets investors compare different assets or performance periods on an even footing.

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.

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).