SciSparc Expands Portfolio through Strategic Acquisition Move

SciSparc's Strategic Acquisition Announcement

In a significant move designed to bolster its asset base, SciSparc Ltd. (Nasdaq: SPRC) has revealed its plans to acquire a controlling stake in Miza III Ventures Inc. This acquisition is poised to transform the company’s pharmaceutical portfolio and enhance its market presence.

Valuation and Strategic Considerations

The terms of the agreement underline the value SciSparc places on its pharmaceutical assets, which are estimated at approximately USD 11.6 million. This valuation reflects not only the intrinsic worth of these assets but also their potential to generate returns as part of a larger, more diversified entity.

Miza, a publicly traded entity on the TSX Venture Exchange (TSXV) with an enterprise value of around USD 3.3 million, will benefit from the integration of SciSparc’s advanced drug development programs and its equity interest in SciSparc Nutraceuticals Inc., which is approximately 51%. This merger of interests is expected to create a robust platform moving forward.

Details of the Proposed Transaction

Per the terms outlined in the asset purchase agreement, SciSparc will secure 63,300,000 common shares in Miza and may receive additional contingent rights linked to specific performance milestones. This transaction aims to increase SciSparc's interest in Miza to between 75% and 84%, solidifying its control and operational strategy.

This merger not only provides a foothold in the local market but also aligns with SciSparc’s overarching strategy of enriching shareholder value. The anticipated name change of Miza to NeuroThera Labs Inc. signifies a fresh direction that emphasizes its dual focus on pharmaceuticals and dietary supplements.

Innovative Financing Through a Convertible Note

As part of the transaction, there’s an intention from SciSparc to inject up to CAD 1,000,000 (about USD 716,000) into Miza through an unsecured convertible note. This note, with a two-year term and a 7% per annum interest rate, will further support Miza's operational needs while giving SciSparc a potential path to equity ownership through conversion options.

Additionally, this financing avenue adds flexibility for SciSparc, enabling it to adapt to market changes while fostering growth. At maturity, holders can convert their principal and accrued interest into common shares at CAD 0.25 each, subject to a cap of 4,000,000 shares.

Introducing Payment Warrants

As an element of this acquisition, Miza will issue 4,000,000 common share purchase warrants to SciSparc. This strategic financial instrument allows SciSparc the opportunity to expand its holdings in Miza substantially over a five-year horizon, further embedding it within the newly formed company.

Overview of SciSparc’s Pharmaceutical Portfolio

SciSparc is recognized for its innovative approach to developing therapies focused on central nervous system conditions. The company is advancing several clinical programs, particularly its investigational drugs: SCI-110 for Tourette syndrome and SCI-210 for autism spectrum disorder. As these drugs progress through their clinical trials, they hold promise for addressing significant medical needs in their respective markets.

This acquisition represents a deliberate step in SciSparc's strategy to establish a more comprehensive therapeutic portfolio and enhance its leadership in cannabinoid-based pharmaceuticals. By integrating Miza’s resources, SciSparc aims to accelerate its research and development efforts to better serve patients and capture market opportunities.

Looking Ahead: Future Prospects

With the TSXV already conditionally approving the proposed transaction, both SciSparc and Miza are anticipating a closing date around October 22, 2025. This timeline reflects the momentum building around the deal and the structured strategy SciSparc is employing to integrate these new assets and capabilities.

In conclusion, SciSparc's initiative to acquire Miza is a strategic maneuver intended to strengthen its market position while ensuring long-term value creation for its shareholders. This deal symbolizes an important chapter for the company as it navigates the complexities of the pharmaceutical landscape.

Frequently Asked Questions

What is the significance of the acquisition?

The acquisition emphasizes SciSparc's strategy to enhance its pharmaceutical portfolio and operational capacity in the CBD market.

What are the expected changes at Miza post-acquisition?

Miza will undergo a name change to NeuroThera Labs Inc. and will focus on both pharmaceutical and supplemental offerings.

How will the convertible note work?

The convertible note allows SciSparc to invest in Miza while also providing an opportunity to convert funds into equity at a defined share price.

What therapies are part of SciSparc’s portfolio?

SciSparc is developing treatments for Tourette syndrome, Alzheimer's disease, and autism spectrum disorder.

When is the transaction expected to close?

The anticipated closing date for the transaction is around October 22, 2025, following necessary approvals.

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