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TEL AVIV, Israel, Nov. 20, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), today announced that NeuroThera Labs Inc. (TSXV: NTLX) ("NeuroThera"), a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system (CNS) disorders, in which SciSparc holds a controlling interest of approximately 75%, has advanced its collaboration with Clearmind Medicine Inc. by filing an Israeli patent application for an innovative combination therapy of ...

Core Viewpoint - SciSparc Ltd. has successfully closed a transaction to acquire a controlling interest in Neurothera Labs Inc., enhancing its portfolio in the pharmaceutical sector focused on central nervous system disorders [1][2]. Group 1: Transaction Details - The total enterprise value of Neurothera was approximately US$3.3 million, with the Target Assets valued at approximately US$11.6 million [2]. - SciSparc received 63,300,000 common shares of Neurothera, 4,000,000 common share purchase warrants, and up to 48,000,000 contingent rights, resulting in a controlling interest of approximately 75% in Neurothera [3]. - The name change of Neurothera from "Miza III Ventures Inc." to "Neurothera Labs Inc." was effective as of October 22, 2025, with trading expected to resume on the TSXV under the symbol "NTLX" [4]. Group 2: Financial Commitments - Upon closing, SciSparc committed CAD 1,000,000 (approximately US$716 thousand) in capital to Neurothera through an unsecured convertible note, convertible into common shares at a price of CAD 0.25 per share [5]. - The Transaction Securities are subject to an escrow agreement, with 10% released at the final bulletin of the TSXV and an additional 15% released every six months thereafter [6]. Group 3: Company Overview - SciSparc Ltd. is a specialty clinical-stage pharmaceutical company focused on developing cannabinoid-based therapies for various disorders, including Tourette syndrome and Alzheimer's disease [8][9]. - The company, through Neurothera Labs Inc., also has interests in the sale of hemp seed oil-based products on the Amazon.com Marketplace [9].

Core Viewpoint - SciSparc Ltd. has completed the sale of its majority-owned subsidiary MitoCareX Bio Ltd. to N2OFF, Inc., marking a strategic shift in its business focus [1][3]. Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company specializing in cannabinoid pharmaceuticals, with ongoing drug development programs targeting conditions such as Tourette syndrome, Alzheimer's disease, and autism spectrum disorder [5]. MitoCareX Details - MitoCareX is dedicated to developing novel therapies for difficult-to-treat cancers by targeting mitochondrial SLC25 protein family [2]. - The proprietary algorithm MITOLINE™ allows for reliable 3D comparative modeling of these proteins, facilitating the identification of potential anti-cancer therapeutics [2]. Transaction Details - The agreement with N2OFF involved the purchase of 6,622 shares of MitoCareX for $700,000, along with an exchange of remaining shares for 40% of N2OFF's fully diluted capital stock [3]. - The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years post-closing [3]. - MitoCareX is now a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees [3]. Market Context - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Insights - SciSparc Ltd. has initiated a new program to advance 3D protein modeling using quantum computing technology, aiming to enhance drug discovery accuracy and potentially lead to breakthroughs in structural biology and personalized medicine [1][3] Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company focused on developing therapies for central nervous system disorders, with a portfolio that includes cannabinoid pharmaceuticals [4] Initiative Details - The new Initiative will leverage quantum computing to improve the accuracy of predicting protein structures and their interactions with ligands, addressing the limitations of traditional computing methods [3][6] - A dedicated research team will be formed to integrate quantum computing algorithms into 3D protein modeling, with initial efforts focusing on refining these algorithms for drug discovery applications in neurological and rare diseases [3][6] Collaboration and Development - The company plans to collaborate with leading experts in quantum computing and structural biology to build its capabilities in this area [3] - A new wholly owned Israeli subsidiary will be established to operate the Initiative, further enhancing the company's research and development efforts [3]

Core Points - SciSparc Ltd. has completed a reverse takeover of NeuroThera Labs Inc., acquiring significant shares and rights in the process [2][4] - The transaction involved the acquisition of 63,300,000 common shares, 4,000,000 common share purchase warrants, and 48,000,000 contingent rights [2][4] - Following the transaction, SciSparc holds approximately 75% of the issued shares on a non-diluted basis and 84.53% on a partially diluted basis [4] Summary by Sections Acquisition Details - SciSparc acquired 63,300,000 common shares, 4,000,000 payment warrants, and 48,000,000 contingent rights of NeuroThera Labs Inc. as part of a qualifying transaction [2][4] - The payment warrants allow SciSparc to purchase additional common shares at $0.25 each until October 22, 2030 [3] Ownership Structure - Prior to the transaction, SciSparc did not hold any shares in NeuroThera Labs Inc. [4] - The deemed value of the acquired common shares is $0.25 per share [4] Future Intentions - SciSparc's holdings in NeuroThera Labs Inc. are for investment purposes, with no current plans to acquire or dispose of additional securities [5]

Core Insights - SciSparc Ltd. has announced a collaboration with Clearmind Medicine Inc. that has resulted in a U.S. patent application for a combination therapy targeting binge behavior disorders [1][2] - The therapy combines MEAI (5-methoxy-2-aminoindane) with N-Acylethanolamines, such as Palmitoylethanolamide (PEA), which may provide a new approach to treating various behavioral addictions [2][3] Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company focused on developing therapies for central nervous system disorders and rare diseases, with a portfolio that includes drug development programs based on THC and non-psychoactive cannabidiol [4] - The company is currently working on treatments for Tourette Syndrome, Alzheimer's disease, autism, and status epilepticus [4] Collaboration Details - The collaboration with Clearmind focuses on the potential of PEA-MEAI combinations to address conditions such as alcohol use disorder, cocaine addiction, obesity, and depression [3] - Preclinical data suggests that this combination therapy may effectively mitigate binge episodes while preserving natural reward pathways [3] Clearmind Medicine Inc. Overview - Clearmind is a clinical-stage psychedelic pharmaceutical biotech company dedicated to developing novel psychedelic-derived therapeutics for health issues like alcohol use disorder [5] - The company holds a diverse intellectual property portfolio consisting of 19 patent families and 31 granted patents [5]

Core Insights - SciSparc Ltd. has entered into a definitive asset and share purchase agreement to acquire a controlling interest in Miza III Ventures Inc. and transfer its advanced clinical stage pharmaceutical portfolio and equity stake in SciSparc Nutraceuticals Inc. valued at approximately US$11.6 million [1][2] Group 1: Proposed Transaction Details - The total enterprise value of Miza is approximately US$3.3 million, considering its cash position of about US$1.0 million [2] - SciSparc will receive 63,300,000 common shares of Miza and up to 48,000,000 contingent rights based on milestones, resulting in a controlling interest ranging from approximately 75% to 84% [3] - Miza is expected to change its name to "NeuroThera Labs Inc." and will operate in both pharmaceutical and supplemental sectors post-transaction [3] Group 2: Financial Commitments - Upon closing, SciSparc intends to commit up to CAD1,000,000 (approximately US$716 thousand) in capital to Miza through an unsecured convertible note with a 7% annual interest rate [5] - The convertible note will be convertible into common shares of Miza at a price of CAD 0.25 per share, subject to a maximum of 4,000,000 shares [5] Group 3: Additional Agreements - At closing, Miza will issue 4,000,000 common share purchase warrants to SciSparc, exercisable at CAD 0.25 for five years [6] - The Proposed Transaction is anticipated to close around October 22, 2025, pending satisfaction of all conditions [7] Group 4: SciSparc's Pharmaceutical Portfolio - SciSparc's pharmaceutical portfolio includes SCI-110 for Tourette syndrome, SCI-110 for Alzheimer's disease, and SCI-210 for autism, with various stages of clinical trials [8][10]

Core Viewpoint - SciSparc Ltd. has mutually terminated its planned merger with AutoMax Motors Ltd., concluding a deal aimed at expanding into Israel's automotive market [1][2]. Loan Repayment Terms - AutoMax is required to repay $4.25 million with 9% annual interest by January 1, 2028, and a separate $2 million loan will be repaid in monthly installments of $60,000 starting November 20, 2025, with an 8% annual interest rate [2]. Background on the Merger - The merger was initially agreed upon in April 2024, with plans for SciSparc to acquire AutoMax through a reverse merger structure. The deal received approval from both companies' shareholders in 2025 [2]. Strategic Focus After Termination - Following the cancellation of the merger, SciSparc will continue to concentrate on its pipeline of treatments for central nervous system disorders and advance drug discovery using quantum algorithms [3]. Price Action - SciSparc shares experienced a premarket increase of 2.32%, trading at $4.86 [4].

Core Viewpoint - SciSparc Ltd. has entered into a framework agreement for the mutual termination of its merger with AutoMax Motors Ltd., which includes repayment terms for outstanding loans [1][2]. Group 1: Termination of Merger - The parties have mutually agreed to terminate the Agreement and Plan of Merger dated April 10, 2024, making it null and void effective immediately [2]. Group 2: Loan Repayment Terms - AutoMax will repay a loan of $4.25 million with 9% annual interest in a lump-sum payment on January 1, 2028 [3]. - AutoMax will also repay a $2.0 million loan in monthly installments of $60,000 starting November 20, 2025, with 8% annual interest, and will pay accrued interest totaling $114,523 at the outset [4]. Group 3: Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company focused on developing cannabinoid-based therapies for central nervous system disorders, including treatments for Tourette Syndrome, Alzheimer's disease, and autism spectrum disorder [5].