SciSparc plans Xylo IP acquisition using 19.99% share or warrant issue

Rhea-AI Filing Summary

SciSparc Ltd. (SPRC) reported that on November 26, 2025 it entered into a binding term sheet to acquire a complete portfolio of patents, trademarks, know-how, and related intellectual property, mainly associated with the MUSE™ system for innovative endoscopic systems and medical cameras, from Xylo Technologies Ltd.

As consideration for these intellectual property assets, SciSparc agreed to issue to Xylo ordinary shares that will represent, as of the closing date, 19.99% of SciSparc’s issued and outstanding share capital. SciSparc may choose, at its sole discretion, to issue pre-funded warrants to purchase ordinary shares instead of some or all of these shares. Closing is subject to customary conditions, including any required shareholder approval and the negotiation and signing of definitive agreements.

SciSparc also announced this planned acquisition in a press release titled “SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems,” and this report is incorporated by reference into several of the company’s existing Form F-3 and Form S-8 registration statements.

Insights

Healthcare and equity capital markets analyst

SciSparc plans a significant IP acquisition funded with up to 19.99% new equity or pre-funded warrants.

The company has signed a binding term sheet to acquire a portfolio of patents, trademarks, know-how and related IP tied primarily to the MUSE™ endoscopic and medical camera system from Xylo Technologies. This represents a strategic move into innovative medical endoscopy technologies by adding a defined set of intellectual property rather than acquiring a full operating business.

Payment will be in newly issued ordinary shares equal to 19.99% of SciSparc’s issued and outstanding share capital as of closing, or, at the company’s discretion, pre-funded warrants in whole or in part. This structure implies substantial potential dilution to existing shareholders, but no cash outlay is described in the excerpt, aligning the seller’s consideration with future equity value.

The transaction is still conditional on negotiating definitive agreements and satisfying customary closing conditions, including any necessary shareholder approval. The inclusion of this report by reference into existing Form F-3 and Form S-8 registration statements indicates it may be relevant for future securities offerings, but actual financial impact will depend on whether the deal closes and how SciSparc develops or monetizes the acquired MUSE™-related IP.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November 2025 (Report No. 3)

Commission File Number: 001-38041

SCISPARC LTD.

(Translation of registrant’s name into English)

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

CONTENTS

On November 26, 2025, SciSparc Ltd. (the “Company”) entered into a binding term sheet pursuant to which the Company agreed to acquire the complete portfolio of patents, trademarks, know-how, and related intellectual property rights, mainly associated with the MUSE™ system, for innovative endoscopic systems and medical cameras from Xylo Technologies Ltd. (“Xylo”). Subject to negotiating and signing definitive agreements for the acquisition, in consideration for these acquired assets, the Company agreed to issue to Xylo 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 the Company (the “Issued Shares”). The Company 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. The closing of the transaction will be subject to customary closing conditions, including receipt of shareholder approval (to the extent required).

On November 26, 2025, the Company issued a press release titled “SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.

This Report of Foreign Private Issuer on Form 6-K (this “Report”) does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

This Report is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791) filed with the Securities and Exchange Commission (the “SEC”) to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Cautionary Note Regarding Forward-Looking Statements

This Report 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, the Company 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 from Xylo; and the consideration for the acquired assets to be paid to Xylo at closing. The acquisition of the intellectual property assets described in this press release is subject to the Company and Xylo negotiating and agreeing on definitive agreements and fulfilling any required closing conditions. Because such statements deal with future events and are based on the Company's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of the Company 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 the Company's Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the SEC. Except as otherwise required by law, the Company 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.

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EXHIBIT INDEX

Exhibit No.
10.1		Binding Term Sheet for the Sale of Patent Portfolio and Trademarks by and between SciSparc Ltd. and Xylo Technologies Ltd.
99.1		Press release issued by SciSparc Ltd. titled “SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SciSparc Ltd.
Date: November 26, 2025	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

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FAQ

What transaction did SciSparc Ltd. (SPRC) announce in this Form 6-K?

SciSparc announced that it entered into a binding term sheet to acquire the complete portfolio of patents, trademarks, know-how, and related intellectual property rights, mainly associated with the MUSE™ system for innovative endoscopic systems and medical cameras, from Xylo Technologies Ltd.

How will Xylo Technologies be compensated in the SciSparc (SPRC) IP acquisition?

SciSparc agreed to issue Xylo an amount of ordinary shares that will represent, as of the closing date, 19.99% of SciSparc’s issued and outstanding share capital, and may instead choose to issue pre-funded warrants to purchase ordinary shares in lieu of some or all of these shares.

Is the SciSparc (SPRC) acquisition of the MUSE™-related patent portfolio already closed?

No. The acquisition remains subject to negotiating and signing definitive agreements and to customary closing conditions, including receipt of shareholder approval to the extent required.

Does the SciSparc (SPRC) Form 6-K involve a public offering of securities?

The report states that it does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such actions would be unlawful, and instead describes share or warrant consideration for an IP acquisition.

How is this SciSparc (SPRC) Form 6-K linked to the company’s registration statements?

The report is incorporated by reference into SciSparc’s existing registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791).

What public communication accompanied the SciSparc (SPRC) IP acquisition announcement?

On November 26, 2025, SciSparc issued a press release titled “SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems.” It is furnished as Exhibit 99.1 to the Form 6-K.