Business Context and Reporting Period
Company: SciSparc Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Date: November 26, 2025
Principal Executive Offices: Tel Aviv, Israel
On November 26, 2025, SciSparc Ltd. entered into a binding term sheet to acquire a complete portfolio of patents, trademarks, know-how, and related intellectual property rights from Xylo Technologies Ltd. ("Xylo"). The assets are primarily associated with the MUSE system for innovative endoscopic systems and medical cameras.
Key Financial Metrics
This filing is a current report regarding a material corporate event and does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the period.
Transaction Consideration: The Company agreed to issue ordinary shares representing 19.99% of the issued and outstanding share capital as of the closing date. Alternatively, the Company may elect to issue pre-funded warrants in lieu of, or in part of, the ordinary shares.
Material Changes
- Strategic Acquisition: Initiation of a binding agreement to acquire Xylo's intellectual property portfolio, marking a significant expansion of the Company's asset base in medical endoscopy.
- Capital Structure Impact: The transaction will result in a substantial dilution of existing shareholders, with the new issuance representing nearly 20% of the post-closing equity.
Guidance, Outlook, and Risks
Outlook and Conditions: The closing of the transaction is subject to customary conditions, including the negotiation and signing of definitive agreements and the receipt of shareholder approval where required.
Risks and Contingencies:
- The acquisition is not guaranteed and depends on the successful execution of definitive agreements.
- Forward-looking statements regarding the acquisition are subject to risks and uncertainties that could cause actual results to differ materially.
- Investors are referred to the "Risk Factors" section of the Company's Annual Report on Form 20-F (filed April 24, 2025) for a comprehensive list of risks.
Investor Verification Checklist
- Verify the terms of the definitive agreement once signed, specifically regarding the final share count or warrant structure.
- Confirm the timeline and requirements for shareholder approval.
- Review the specific patents and trademarks included in the Xylo portfolio to assess their commercial viability.
- Monitor the Company's cash position to ensure it can sustain operations pending the closing of the transaction.