SciSparc Ltd.

Recent Developments

Acquisition of Medical Endoscopy Intellectual Property

On January 8, 2026, we entered into an asset purchase agreement with Xylo Technologies Ltd., or Xylo, pursuant to which we agreed to acquire the complete portfolio of patents, trademarks, know-how and other intellectual property rights relating to endoscopic systems and medical cameras, including intellectual property associated with the MUSE™ system, a single-use endoscopic device designed for transoral fundoplication for the treatment of gastroesophageal reflux disease.

On January 26, 2026, the Xylo transaction closed and we acquired the applicable intellectual property portfolio in consideration for the issuance to Xylo of pre-funded warrants to purchase 113,043 Ordinary Shares of the Company, in lieu of issuing Ordinary Shares of the Company, which represented 19.99% of the issued and outstanding share capital of the Company on the closing date.

January 2026 Registered Direct Offering

On January 13, 2026, we entered into a securities purchase agreement with certain institutional and accredited investors, providing for the issuance of an aggregate of 766,170 Ordinary Shares, at a purchase price of $9.00 per share. The offering resulted in gross proceeds of approximately $766,170.

CliniQuantum Transaction

On June 3, 2026, NeuroThera closed the acquisition of approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum Ltd., or CliniQ, a quantum technology company in the field of quantum simulation and quantum based Monte Carlo.

CliniQ is developing a next-generation platform to transform clinical trials with the power of quantum computing. Its aim is to unlock insights hidden in massive, complex datasets to design smarter, faster, and more adaptive studies.

In consideration for the purchased shares, NeuroThera issued an aggregate of 56,600,000 common shares in the capital of NeuroThera, or the Consideration Shares, to the selling shareholders.

In addition to the Consideration Shares, the selling shareholders may be entitled to receive earn-out payments of up to $2,500,000 in the aggregate, payable in cash and/or common shares of NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of the certain milestones.

In connection with the CliniQ Transaction, NeuroThera paid finder’s fees by issuing an aggregate of 2,829,999 common shares in the capital of NeuroThera to certain third-party finders.