SPRC

Business Context and Reporting Period

This Form 6-K filing by SciSparc Ltd. (the "Company") covers the month of October 2025, with a report date of October 15, 2025. The filing discloses a definitive Asset and Share Purchase Agreement entered into on October 9, 2025, with Miza III Ventures Inc. ("Miza"), a company listed on the TSX Venture Exchange. The transaction involves SciSparc transferring its pharmaceutical portfolio and a 50.9% equity stake in SciSparc Nutraceuticals Inc. to Miza in exchange for a controlling interest in Miza. Upon closing, Miza is expected to be renamed "NeuroThera Labs Inc."

Key Financial Metrics and Transaction Valuation

The filing does not provide historical revenue, profit, cash flow, or margin data for SciSparc Ltd. for the reporting period. Financial details are limited to the valuation and structure of the Proposed Transaction:

• Total Transaction Value: Approximately CAD 15.8 million (US$11.6 million) ascribed to the Target Assets.
• Miza Valuation: Approximately CAD 4.5 million (US$3.3 million), based on a cash position of at least CAD 1.4 million (US$1 million) post-transaction costs.
• Consideration to SciSparc:
  • 63,300,000 Miza Common Shares (deemed price CAD 0.25/share).
  • 4,000,000 Warrants (exercise price CAD 0.25, 5-year term).
  • Up to 48,000,000 Contingent Right Shares based on milestones.
• Ownership Stake: Post-closing equity interest of 75% in Miza, potentially rising to approximately 84% if all milestones are met.
• Proposed Convertible Note: SciSparc intends to commit up to CAD 1 million (US$716,000) via an unsecured convertible note bearing 7% simple annual interest, maturing in two years.

Material Changes and Transaction Structure

The primary material change is the strategic pivot from a standalone pharmaceutical entity to a controlling shareholder in a combined pharmaceutical and nutraceutical public company. Key structural elements include:

• Asset Transfer: SciSparc will transfer 59 ordinary shares (50.9%) of SciSparc Nutraceuticals Inc., intellectual property rights, contracts, permits, and business records to Miza.
• Contingent Milestones: The issuance of 48,000,000 additional shares is contingent upon:
  1. Completion of an "Uplisting Transaction" to a U.S. Exchange (NYSE or Nasdaq) within 24 months (16M shares).
  2. Raising US$10 million or more in equity/debt financing within 48 months (16M shares).
  3. Completion of a clinical trial within 48 months (16M shares).
• Convertible Note Terms: The CAD 1 million note is convertible into Miza Common Shares at CAD 0.25 per share, capped at 4,000,000 shares. Any excess principal or interest not converted due to the cap will be paid in cash.

Guidance, Outlook, and Risks

Outlook and Timing: The Company anticipates closing the transaction by October 22, 2025, subject to conditions precedent. Post-closing, the combined entity will operate in both pharmaceutical and supplemental sectors.

Risks and Contingencies:

• Closing Uncertainty: There is no assurance the transaction will be completed on the proposed terms or at all.
• Milestone Risk: Achievement of the milestones required for the Contingent Right Shares is not guaranteed.
• Regulatory Approval: The convertible note commitment is subject to TSXV approval.
• Forward-Looking Statements: The filing contains forward-looking statements regarding valuations, ownership percentages, and timing, which are subject to inherent uncertainties and risks detailed in the Company's Annual Report on Form 20-F filed on April 24, 2025.

Investor Verification Checklist

• Verify the satisfaction of all conditions precedent required for the closing of the Proposed Transaction by October 22, 2025.
• Confirm the regulatory approval status of the proposed CAD 1 million convertible note with the TSX Venture Exchange.
• Review the full Asset and Share Purchase Agreement (Exhibit 99.1) for specific covenants, representations, and warranties not detailed in this summary.
• Assess the feasibility of the three milestones (U.S. listing, US$10M financing, clinical trial completion) required to unlock the full 84% equity stake.
• Monitor the liquidity position of Miza, specifically the stated cash position of at least CAD 1.4 million post-transaction costs.