Scisparc Ltd. - Early Warning Regarding Acquisition Of Common Shares Of Neurothera Labs Inc.

SciSparc Ltd. has acquired a controlling interest in NeuroThera Labs Inc. through a reverse takeover, transferring shares of SciSparc Nutraceuticals Inc. and other assets to NeuroThera. This transaction resulted in SciSparc holding 63,300,000 common shares, 4,000,000 warrants, and 48,000,000 contingent rights in NeuroThera, representing approximately 75% on a non-diluted basis and 84.53% on a partially diluted basis. The acquisition, made for investment purposes, triggered an early warning report, signaling a significant change in ownership and potential strategic direction for NeuroThera Labs.

Analysis

SciSparc Ltd. (NASDAQ: SPRC) completed a significant reverse takeover (RTO) of NeuroThera Labs Inc. on October 22, 2025. This "Qualifying Transaction" involved SciSparc transferring 50.86% of its SciSparc Nutraceuticals Inc. (SNI) shares and other assets to NeuroThera, resulting in SciSparc acquiring 63,300,000 common shares, 4,000,000 warrants, and 48,000,000 contingent rights in NeuroThera.

Post-transaction, SciSparc now holds a controlling interest in NeuroThera, representing approximately 75% on a non-diluted basis and 84.53% on a partially diluted basis. The common shares acquired were deemed to have a value of $0.25 per share, indicating the transaction's valuation basis. The 48,000,000 contingent rights offer potential for further share issuance upon specific milestone achievements.

This acquisition, stated to be for "investment purposes," signifies a major strategic shift for both entities, integrating SNI's assets into NeuroThera under SciSparc's control. The substantial ownership stake triggered an early warning report under Canadian securities regulations, highlighting the material change in NeuroThera's ownership structure. While SciSparc currently has no immediate plans for further acquisitions or dispositions, it retains flexibility based on market conditions.

Key Decisions for Investors

• The RTO significantly alters NeuroThera's corporate structure and strategic direction, warranting a re-evaluation of its long-term prospects under SciSparc's control.
• Investors in SPRC should assess the strategic rationale and potential synergies of integrating SNI's assets into NeuroThera, considering the implied valuation of $0.25 per NeuroThera share.
• Monitor the progress of NeuroThera's contingent rights milestones and the exercise of warrants, as these could impact future dilution and SciSparc's ultimate economic interest.