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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of November 2025 (Report No. 3)
Commission File Number: 001-38041
SCISPARC LTD.
(Translation of registrant’s name into English)
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
On November 26, 2025, SciSparc Ltd. (the “Company”) entered into a binding term sheet pursuant to which the Company agreed to acquire the complete portfolio of patents, trademarks, know-how, and related intellectual property rights, mainly associated with the MUSE™ system, for innovative endoscopic systems and medical cameras from Xylo Technologies Ltd. (“Xylo”). Subject to negotiating and signing definitive agreements for the acquisition, in consideration for these acquired assets, the Company agreed to issue to Xylo an amount of ordinary shares of the Company, which shall represent as of the closing date, 19.99% of the issued and outstanding share capital of the Company (the “Issued Shares”). The Company may elect at its sole discretion to issue, in lieu (in whole or in part) of the Issued Shares, pre-funded warrants to purchase ordinary shares. The closing of the transaction will be subject to customary closing conditions, including receipt of shareholder approval (to the extent required).
On November 26, 2025, the Company issued a press release titled “SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.
This Report of Foreign Private Issuer on Form 6-K (this “Report”) does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
This Report is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791) filed with the Securities and Exchange Commission (the “SEC”) to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Cautionary Note Regarding Forward-Looking Statements
This Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, the Company uses forward-looking statements when it discusses: the expected acquisition of a portfolio of patents, trademarks and intellectual property rights for innovative endoscopic systems and medical cameras from Xylo; and the consideration for the acquired assets to be paid to Xylo at closing. The acquisition of the intellectual property assets described in this press release is subject to the Company and Xylo negotiating and agreeing on definitive agreements and fulfilling any required closing conditions. Because such statements deal with future events and are based on the Company's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in the Company's Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the SEC. Except as otherwise required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SciSparc Ltd. | ||
| Date: November 26, 2025 | By: | /s/ Oz Adler |
| Name: | Oz Adler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
3
Exhibit 10.1
Confidential
BINDING TERM SHEET
FOR THE SALE OF PATENT PORTFOLIO & TRADEMARKS
This Term Sheet is made and entered into this 26 day of November 2025, by and between the undersigned parties. The intent of this Term Sheet is to describe the principal terms and conditions according to which Buyer will enter into a definitive agreement with the Seller (the “Definitive Agreement”).
| 1. | Seller: | Xylo Technologies Ltd., an Israeli limited liability private company. | ||
| 2. | Buyer: | Scisparc Ltd., an Israeli limited liability public company. | ||
| 3. | Patent Treasury & Trademarks: |
Buyer will acquire the Seller’s patent treasury and trademarks as listed in Schedule A attached hereto (the “Acquired Assets”), including without limitation any and all causes of action and rights of recovery related to the Acquired Assets.
The Acquired Assets will be purchased by Buyer on an “As Is” basis, with no representations or warranties, express or implied, by Seller, other than certain specific limited representations and warranties to be included in the Definitive Agreement, as further set out in Section 5 below.
Buyer shall be responsible for all reasonable fees and expenses associated with the transfer of title to the Acquired Assets from Seller to Buyer and further undertakes to continue and maintain the registration and maintenance of the Acquired Assets.
Upon assignment and transfer thereof to the Buyer, the Acquired Assets shall be free and clear of all liens, encumbrances and other third-party rights and the Buyer shall be entitled to any and all rights of claim, whether existing or future, that Seller holds or may hold in connection with the Acquired Assets.
Following the execution of the Definitive Agreement and subject to the terms and conditions set forth therein, Seller shall provide reasonable assistance to Buyer in connection with the management and commercialization of the Acquired Assets, including support in negotiations with third parties and participation in any legal proceedings initiated by Buyer to enforce or protect the Acquired Assets against infringement. Such assistance shall be provided as reasonably requested by Buyer and in accordance with the Definitive Agreement. |
||
| 4. | Transaction Purchase Price: |
In consideration for the Acquired Assets, the Buyer shall issue to the Seller subject to and upon the closing of the Definitive Agreement (the “Closing”), an amount of ordinary shares, which shall represent as of the Closing date, 19.99% of the issued and outstanding share capital of the Buyer (the “Issued Shares”). The Buyer may elect at its sole discretion to issue, in lieu (in whole or in part) of the Issued Shares, pre-funded warrants to purchase Ordinary Shares (the “Warrant Shares”).
Buyer further undertakes to prepare and file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended and a prospectus included therein covering the resale of the Issued Shares and/or the Warrant Shares, within the times to be set forth in the Definitive Agreement. |
| 5. | Representations, Warranties and Other Customary Provisions | The Definitive Agreement shall include limited representations and warranties by the parties with respect to the Issued Shares and the Acquired Assets as applicable. | ||
| 6. | Conditions to Closing: |
The Closing of the transaction contemplated hereunder is subject to the following conditions:
1. The signing of a mutually acceptable Definitive Agreement containing additional provisions customary in transactions of this type;
2. The full and complete assignment and transfer of rights of all of the Acquired Assets to the Buyer and issuance of the Issued Shares to Seller;
3.
4. The approval of each of the Seller’s and Buyer’s authorized organs, is received and any other required third party approval. |
||
| 7. | Good Faith Negotiation: | The parties agree to diligently negotiate in good faith the fuller terms and conditions of the Definitive Agreement. | ||
| 8. | Confidentiality: | Each party hereto shall keep this Term Sheet and related correspondence in strict confidence and shall not disclose to any third party this document or any related correspondence, provided this obligation of confidentiality shall not apply to disclosure to the parties’ advisors. Notwithstanding the aforesaid, upon signing of this Term Sheet, the parties may issue a joint press release, which content shall be mutually agreed upon by the parties, in good faith. | ||
| 9. | Governing Law: | This Term Sheet, the Definitive Agreement and any ancillary document shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles concerning conflicts of laws. | ||
| 10. | Binding Effect: | The Parties agree that this Term Sheet is legally binding on all Parties hereto and each of the Parties hereby agrees by the execution of this Term Sheet to sign any and all documents required to affect the transactions herein. | ||
| 11. | Fees and Expenses: |
Each party hereto shall be responsible for all fees, expenses and taxes incurred by it in connection with the negotiation and consummation of all transactions contemplated in this Term Sheet. |
IN WITNESS WHEREOF, the parties have executed this Term Sheet as of the date first written above.
| Xylo Technologies Ltd. | SciSparc Ltd. | |||
| (the Seller) | (the Buyer) | |||
| By: | /s/ Eli Yoresh | By: | /s/ Oz Adler | |
| Name: | Eli Yoresh | Name: | Oz Adler | |
| Title: | CFO | Title: | CEO, CFO | |
Exhibit A
Acquired Assets
4
Exhibit 99.1
SciSparc to Acquire Treasury of Patents for Innovative Medical Endoscopy Systems
TEL AVIV, Israel, Nov. 26, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a company engaged in clinical-stage pharmaceutical developments through its majority-owned subsidiary NeuroThera Labs Inc., today announced the signing of a binding term sheet to acquire a treasury of patents, trademarks and intellectual property rights for innovative endoscopic systems and medical cameras, including the MUSE™ system, from Xylo Technologies Ltd. (“Xylo”).
The MUSE™ system is a single-use, innovative endoscopic device designed for transoral fundoplication, a minimally invasive procedure to treat gastroesophageal reflux disease (“GERD”).
Building on Xylo ’s successful commercialization in Greater China through licensing and distribution agreement with a Shanghai-based medical instruments company in 2019, of which Xylo received $3 million up front, SciSparc seeks to replicate this proven model across high-growth territories, such as North America, Europe and Latin America, by pursuing similar exclusive partnerships with leading regional distributors to accelerate global commercialization and unlock substantial revenue streams.
Under the terms of the binding term sheet, SciSparc will acquire the complete portfolio of patents, trademarks, know-how, and related intellectual property rights, mainly associated with the MUSE™ system, from Xylo. Subject to negotiating and signing definitive agreements for the acquisition, in consideration for these acquired assets, SciSparc shall issue to Xylo, upon the closing of definitive agreements (the “Closing”), an amount of ordinary shares of the Company, which shall represent as of the Closing date, 19.99% of the issued and outstanding share capital of SciSparc (the “Issued Shares”). SciSparc may elect at its sole discretion to issue, in lieu (in whole or in part) of the Issued Shares, pre-funded warrants to purchase ordinary shares.
According to a May 2025 market research report by MarkNtel Advisors, the global GERD device market was valued at approximately $2.5 billion in 2024 and is projected to reach $3.03 billion by 2030, growing at a compound annual growth rate (CAGR) of 3.24% from 2025 to 2030.
This press release does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such securities may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act.
About SciSparc Ltd. (Nasdaq: SPRC):
The Company, through its majority-owned subsidiary NeuroThera Labs Inc., engages in clinical-stage pharmaceutical developments. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, together with its majority-owned subsidiary NeuroThera Labs Inc., are currently engaged in the following drug development programs based on THC and/or non-psychoactive CBD: SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer’s disease and agitation; and SCI- 210 for the treatment of ASD and status epilepticus. The Company, through NeuroThera Labs Inc., also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon.com Marketplace.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc uses forward-looking statements when it discusses: the expected acquisition of a portfolio of patents, trademarks and intellectual property rights for innovative endoscopic systems and medical cameras, including the MUSE TM system from Xylo; the consideration for the acquired assets to be paid to Xylo at Closing; the Company’s plans to replicate Xylo’s licensing and distribution model from Greater China to other territories, such as North America, Europe and Latin America; the Company’s plans to pursue exclusive partnerships with leading regional distributors to accelerate commercialization and unlock substantial revenue streams; and the expected value and growth of the global GERD device market. The acquisition of the intellectual property assets described in this press release is subject to the Company and Xylo negotiating and agreeing definitive agreements. Because such statements deal with future events and are based on SciSparc’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in SciSparc’s Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
Investor
Contact:
IR@scisparc.com
Tel: +972-3-6167055