SCISPARC LTD. INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2024 UNAUDITED INDEX Page Consolidated Statements of Financial Position 2-3 Consolidated Statements of Profit or Loss and Other Comprehensive Loss 4

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF FINANCIAL POSITION

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the six months ended June 30, 2024

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the six months ended June 30, 2023

The accompanying notes are

an integral part of the interim consolidated financial statements.

STATEMENTS OF CHANGES IN EQUITY

For the year ended December 31, 2023

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of

the interim consolidated financial statements.

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of

the interim consolidated financial statements.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 2:- SIGNIFICANT

Unaudited Interim Financial Information

The Company's unaudited condensed

consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, "Interim

Financial Reporting". The significant accounting policies adopted in the preparation of the interim consolidated financial statements

are consistent with those followed in the preparation of the 2023 Annual Consolidated Financial Statements. Accordingly, these condensed

consolidated financial statements should be read in conjunction with the 2023 Annual Consolidated Financial Statements. The results for

any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated

financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company's management,

the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the

Company's financial position and results of operations for the interim periods presented. The results for the six-month period ended

June 30, 2024, are not necessarily indicative of the results for the year ending December 31, 2024, or for any future period.

As of June 30, 2024, there have been

no material changes in the Company's significant accounting policies from those that were disclosed in the 2023 Annual Consolidated

Financial Statements.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

On March 10, 2022, the Company entered

into a Founders and Investment Agreement with Dr. Alon Silberman, or the MitoCareX Agreement. Pursuant to the MitoCareX Agreement, the

Company invested an initial amount of $700, and agreed to invest over the next two years, an additional $1,000, subject to the achievement

of certain pre-determined milestones as agreed upon in the MitoCareX Agreement, for up to a 50.01% ownership in MitoCareX Bio Ltd. ("MitoCareX").

MitoCareX is focused on the discovery and development of potential drugs for cancers and other life-threatening conditions. The MitoCareX

Agreement also contains customary representations, warranties, covenants, and indemnification provisions. On March 31, 2022, the closing

conditions were met, and the Company paid the initial investment amount of $700 to MitoCareX. As of December 31, 2022, the Company owned

31.48% of the outstanding shares of MitoCareX.

On February 17, 2023, MitoCareX achieved

its first milestone pursuant to the MitoCareX Agreement. As a result of MitoCareX meeting this milestone, the Company invested an additional

sum of $400 in MitoCareX and increased its share ownership in MitoCareX from 31.48% to 41.92%.

On November 25, 2023, MitoCareX achieved

its second milestone pursuant to the MitoCareX Agreement. As a result of MitoCareX meeting this milestone, the Company invested an additional

sum of $600 in MitoCareX and increased its share ownership in MitoCareX from 41.92% to 52.73%. Notwithstanding the above, the Company

and MitoCareX agreed for the additional $600 installment to be deferred to March 25, 2024, and the $600 installment was paid March 11,

During the six months ended June 30,

2024, and 2023, the Company recorded equity losses from the investment in MitoCareX in the amount of $185 and $98, respectively.

The table below summarizes the fair

value of the investment in MitoCareX:

INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 4:- INTANGIBLE ASSET

On September 30, 2022, the Company

announced the closing of the acquisition ("Wellution Acquisition") of WellutionTM, an Amazon Marketplace account

and American food supplement and cosmetics brand and trademark (the "Brand"). In connection with the Wellution Acquisition,

the Company incorporated a new wholly owned Delaware subsidiary, SciSparc Nutraceuticals., to hold the new assets. The definitive agreement

for the acquisition of the Brand was entered into with Merhavit M.R.M Holding and Management Ltd ("M.R.M").

At the closing, the Company paid a

cash payment of $4,540 and an additional $321 in purchase costs.

In addition, the Company issued to

M.R.M $15,000 worth of warrants to purchase ordinary shares of the Company at an exercise price of $7.00 per share (with a cashless exercise

mechanism) and with an exercise period of five years from the closing of the Wellution Acquisition (the "September 2022 Warrants").

The September 2022 Warrants will become exercisable upon the earlier of (i) an achievement of $100 million of gross sales by the Brand

in the aggregate or (ii) if the price of the Company's ordinary shares closes at $10.00 per share or above. On March 26, 2024,

M.R.M. agreed with the Company to waive all its rights under the M.R.M. Warrants and have the M.R.M. warrants cancelled for no consideration.

The Company reviewed the transaction

and deemed it to be the purchase of assets for accounting purposes under generally accepted accounting principles. The Company reviewed

the guidance under International Financial Reporting Standard ("IFRS") 3, Business Combinations, for the transaction and determined

that the fair value of the gross assets acquired was concentrated in a single identifiable asset, a brand. Accordingly, the Company treated

the transaction as an asset acquisition. On the closing date of the Wellution Acquisition, the Company fully recognized the Wellution