SciSparc Transfers $11.6M CNS Drug Portfolio to Canadian Public Company in Strategic Restructuring
核心洞察
SciSparc entered a definitive agreement to transfer its advanced clinical-stage pharmaceutical portfolio valued at $11.6 million to Miza III Ventures Inc. (搜索), a publicly traded Canadian company.
The transaction will give SciSparc a controlling 75-84% stake in Miza, which will be renamed NeuroThera Labs Inc. (搜索) and focus on pharmaceutical and supplemental sectors.
SciSparc's transferred portfolio includes SCI-110 for Tourette syndrome (搜索) (Phase IIb trial), SCI-110 for Alzheimer's disease (搜索) (completed Phase II), and SCI-210 for autism (ongoing randomized controlled trial).
SciSparc Ltd. (Nasdaq: SPRC) announced on October 15, 2025, that it has entered into a definitive asset and share purchase agreement to transfer its advanced clinical-stage pharmaceutical portfolio to Miza III Ventures Inc. (搜索) (TSXV: MIZA.P), a publicly traded company on the TSX Venture Exchange in Canada. The transaction values SciSparc's pharmaceutical assets and equity stake in SciSparc Nutraceuticals Inc. (搜索) at approximately US$11.6 million.
Transaction Structure and Valuation
Under the agreement signed on October 9, 2025, SciSparc will receive a controlling interest in Miza, which has a total enterprise value of approximately US$3.3 million, including its US$1.0 million cash position. SciSparc will receive 63,300,000 common shares of Miza and up to 48,000,000 contingent rights based on predetermined milestones.
Following the transaction's completion, SciSparc is expected to hold between 75% and 84% of Miza. The acquired company will change its name to "NeuroThera Labs Inc. (搜索)" and operate in both pharmaceutical and supplemental sectors. The TSX Venture Exchange has conditionally approved the proposed transaction.
Clinical Portfolio Assets
The transferred pharmaceutical portfolio includes three cannabinoid-based drug development programs targeting central nervous system disorders:
SCI-110 is being developed for two indications: treatment of Tourette syndrome (搜索), currently in a Phase IIb clinical trial, and treatment of Alzheimer's disease (搜索), for which a Phase II clinical trial has been completed.
SCI-210 is under development for treating children with autism spectrum disorder (搜索) and is subject to a randomized, double-blind, placebo-controlled trial that commenced in the first quarter of 2024. The drug is also being investigated for status epilepticus (搜索) treatment.
Additional Financial Commitments
Upon closing, SciSparc intends to commit up to CAD $1,000,000 (approximately US$716,000) in capital to Miza through an unsecured convertible note. The note will mature two years from issuance, bear 7% annual interest, and be convertible into common shares at CAD $0.25 per share, up to a maximum of 4,000,000 shares.
Additionally, Miza will issue 4,000,000 common share purchase warrants to SciSparc at closing. Each warrant will be exercisable at CAD $0.25 per share for five years from the issuance date.
Strategic Rationale and Timeline
SciSparc, described as a specialty clinical-stage pharmaceutical company focusing on therapies for central nervous system disorders and rare diseases, views the transaction as aligned with its strategy of creating shareholder value. The company's focus centers on cannabinoid pharmaceuticals based on THC and non-psychoactive CBD compounds.
The parties anticipate closing the transaction on or around October 22, 2025, assuming all conditions are satisfied. Miza has filed a filing statement regarding the proposed transaction on its SEDAR+ profile, providing detailed information about the agreement.