Full Press Release Details
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| Page | |
| Consolidated Statements of Financial Position | 2-3 |
| Consolidated Statements of Profit or Loss and Other Comprehensive Loss | 4 |
| Consolidated Statements of Changes in Equity (Deficit) | 5-7 |
| Consolidated Statements of Cash Flows | 8-10 |
| Notes to Interim Consolidated Financial Statements | 11-27 |
STATEMENTS OF FINANCIAL POSITION
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||
| Unaudited | Audited | |||||||||||||
| Note | USD in thousands | |||||||||||||
| ASSETS | ||||||||||||||
| CURRENT ASSETS: | ||||||||||||||
| Cash and cash equivalents | $ | 1,545 | $ | 252 | $ | 1,540 | ||||||||
| Restricted deposit | 21 | 64 | 20 | |||||||||||
| Short-term deposit | - | 2,308 | - | |||||||||||
| Trade receivables | 14 | 19 | 10 | |||||||||||
| Other accounts receivable | 371 | 298 | 1,079 | |||||||||||
| Investments in short-term financial assets | 7g | - | - | 517 | ||||||||||
| Loans to related parties | 5 | 644 | - | 4,224 | ||||||||||
| Inventory | 154 | 415 | 113 | |||||||||||
| 2,749 | 3,356 | 7,503 | ||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||||
| Intangible asset, net | 4 | 1,383 | 3,006 | 1,479 | ||||||||||
| Related parties | 5,7 | - | 2,448 | - | ||||||||||
| Investment in company account for at equity | 3 | 640 | 1,196 | 952 | ||||||||||
| Investments in financial assets | 5 | 326 | 403 | 354 | ||||||||||
| Property and equipment, net | 41 | 73 | 59 | |||||||||||
| 2,390 | 7,126 | 2,844 | ||||||||||||
| $ | 5,139 | $ | 10,482 | $ | 10,347 |
The accompanying notes are an integral part of
the interim consolidated financial statements.
STATEMENTS OF FINANCIAL POSITION
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||
| Unaudited | Audited | |||||||||||||
| Note | USD in thousands | |||||||||||||
| LIABILITIES AND EQUITY (DEFICIENCY) | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Trade payables | $ | 808 | $ | 1,164 | $ | 816 | ||||||||
| Other accounts payable | 210 | 253 | 205 | |||||||||||
| Convertible debenture | 6 | 2,086 | - | - | ||||||||||
| Warrants | 9 | 1,568 | 345 | - | ||||||||||
| Other short-term liability | 341 | - | 341 | |||||||||||
| Lease liability | 25 | 38 | 37 | |||||||||||
| 5,038 | 1,800 | 1,399 | ||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||
| Related party | 7d | 182 | - | - | ||||||||||
| Lease liability | - | 26 | 9 | |||||||||||
| 182 | 26 | 9 | ||||||||||||
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY: | 10 | |||||||||||||
| Share capital and premium | 71,012 | 67,258 | 70,886 | |||||||||||
| Reserve from share-based payment transactions | 6,012 | 5,298 | 5,746 | |||||||||||
| Warrants | 5,190 | 5,190 | 5,190 | |||||||||||
| Foreign currency translation reserve | 497 | 497 | 497 | |||||||||||
| Transactions with non-controlling interests | 810 | 810 | 810 | |||||||||||
| Accumulated deficit | ( 84,303 | ) | ( 72,133 | ) | ( 74,975 | ) | ||||||||
| ( 782 | ) | 6,920 | 8,154 | |||||||||||
| Non-controlling interests | 701 | 1,736 | 785 | |||||||||||
| Total equity (deficiency) | $ | ( 81 | ) | $ | 8,656 | $ | 8,939 | |||||||
| Total liabilities and equity | $ | 5,139 | $ | 10,482 | $ | 10,347 |
The accompanying notes are an integral part of
the interim consolidated financial statements.
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS
| Six months ended June 30, | Year Ended December 31, | |||||||||||||
| 2025 | 2024 | 2024 | ||||||||||||
| Unaudited | Audited | |||||||||||||
| Note | USD in thousands, except per share amounts | |||||||||||||
| Revenues | $ | 461 | $ | 840 | $ | 1,306 | ||||||||
| Cost of goods sold | ( 101 | ) | ( 366 | ) | ( 800 | ) | ||||||||
| Gross profit | 360 | 474 | 506 | |||||||||||
| Research and development expenses | 11a | 938 | 841 | 1,707 | ||||||||||
| Sales and marketing | 491 | 926 | 1,515 | |||||||||||
| Impairment of intangible asset | - | - | 1,344 | |||||||||||
| General and administrative expenses | 11b | 2,109 | 2,234 | 4,526 | ||||||||||
| Other income | 12 | ( 465 | ) | - | ( 1,270 | ) | ||||||||
| Operating loss | 2,713 | 3,527 | 7,316 | |||||||||||
| Company's share of losses of companies accounted for at equity, net | 312 | 208 | 429 | |||||||||||
| Finance income | ( 644 | ) | ( 323 | ) | ( 612 | ) | ||||||||
| Finance expenses | 1,058 | 272 | 353 | |||||||||||
| Loss on impairment of loans | 5 | 5,973 | - | - | ||||||||||
| Loss before income taxes | 9,412 | 3,684 | 7,486 | |||||||||||
| Taxes on income | - | ( 5 | ) | ( 14 | ) | |||||||||
| Total comprehensive loss | 9,412 | 3,679 | 7,472 | |||||||||||
| Attributable to: | ||||||||||||||
| Equity holders of the Company | 9,328 | 3,442 | 6,284 | |||||||||||
| Non-controlling interests | 84 | 237 | 1,188 | |||||||||||
| 9,412 | 3,679 | 7,472 | ||||||||||||
| Basic loss per share attributable to equity holders of the Company: | ||||||||||||||
| Loss from operations | 17.92 | 35.70 | 26.88 | (*) | ||||||||||
| Diluted loss per share attributable to equity holders of the Company: | ||||||||||||||
| Loss from operations | 17.92 | 35.70 | 26.88 | (*) |
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, 2025
| Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
| Share capital and premium | Reserve from share-based payment transactions | Warrants | Transactions with non- controlling interests | Foreign currency translation reserve | Accumulated deficit | Total | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | 70,886 | 5,746 | 5,190 | 810 | 497 | ( 74,975 | ) | 8,154 | 785 | 8,939 | |||||||||||||||||||||||||
| Income (loss) | - | - | - | - | - | ( 9,328 | ) | ( 9,328 | ) | ( 84 | ) | ( 9,412 | ) | |||||||||||||||||||||||
| Recognition of conversion feature in convertible debenture | 126 | - | - | - | - | - | 126 | - | 126 | |||||||||||||||||||||||||||
| Cost of share-based payment | - | 266 | - | - | - | - | 266 | - | 266 | |||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | 71,012 | 6,012 | 5,190 | 810 | 497 | ( 84,328 | ) | ( 782 | ) | 701 | ( 81 | ) |
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
| Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
| Share capital and premium | Reserve from share-based payment transactions | Warrants | Transactions with non- controlling interests | Foreign currency translation reserve | Accumulated deficit | Total | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 64,526 | 5,282 | 5,190 | 810 | 497 | ( 68,691 | ) | 7,614 | 1,973 | 9,587 | |||||||||||||||||||||||||
| Income (loss) | - | - | - | - | - | ( 3,442 | ) | ( 3,442 | ) | ( 237 | ) | ( 3,679 | ) | |||||||||||||||||||||||
| Issuance of shares, net of issuance expenses | 2,772 | - | - | - | - | - | 2,772 | - | 2,772 | |||||||||||||||||||||||||||
| Cost of share-based payment | 10 | 16 | - | - | - | - | 26 | - | 26 | |||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | 67,258 | 5,298 | 5,190 | 810 | 497 | ( 72,133 | ) | 6,920 | 1,736 | 8,656 |
The accompanying notes are
an integral part of the interim consolidated financial statements.
STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
For the year ended December 31, 2024
| Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
| Share capital and premium | Reserve from share-based payment transactions | Warrants | Transactions with non- controlling interests | Foreign currency translation reserve | Accumulated deficit | Total | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | 64,526 | 5,282 | 5,190 | 810 | 497 | ( 68,691 | ) | 7,614 | 1,973 | 9,587 | |||||||||||||||||||||||||
| Income (loss) | - | - | - | - | - | ( 6,284 | ) | ( 6,284 | ) | ( 1,188 | ) | ( 7,472 | ) | |||||||||||||||||||||||
| Issuance of share capital, net of issuance expenses | 6,255 | - | - | - | - | - | 6,255 | - | 6,255 | |||||||||||||||||||||||||||
| Cost of share-based payment | 105 | 464 | - | - | - | - | 569 | - | 569 | |||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | 70,886 | $ | 5,746 | $ | 5,190 | $ | 810 | $ | 497 | $ | ( 74,975 | ) | $ | 8,154 | $ | 785 | $ | 8,939 |
The accompanying notes are an integral part of
the interim consolidated financial statements.
STATEMENTS OF CASH FLOWS
| Six months ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| Cash flows from operating activities: | ||||||||||||
| Loss | $ | ( 9,412 | ) | $ | ( 3,679 | ) | $ | ( 7,472 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||
| Adjustments to the profit or loss items: | ||||||||||||
| Depreciation and amortization | 189 | 219 | 482 | |||||||||
| Loss on impairment of intangible asset | - | - | 1,344 | |||||||||
| Cost of share-based payment | 266 | 26 | 569 | |||||||||
| Finance expenses, net | ( 159 | ) | ( 206 | ) | ( 897 | ) | ||||||
| Loss on impairment of loans | 5,973 | - | - | |||||||||
| Group's share of losses of company accounted for at equity, net | 312 | 185 | 429 | |||||||||
| Losses from remeasurement of investment in financial assets | 128 | 256 | 305 | |||||||||
| 6,709 | 480 | 2,232 | ||||||||||
| Working capital adjustments: | ||||||||||||
| Decrease (increase) in other accounts receivable | 708 | 242 | ( 535 | ) | ||||||||
| Increase (decrease) in trade payables | ( 8 | ) | 362 | 25 | ||||||||
| Increase in other accounts payable | 5 | 68 | 20 | |||||||||
| Increase (decrease) in related parties | 182 | - | ( 15 | ) | ||||||||
| Decrease (increase) in trade receivables | ( 4 | ) | 3 | 12 | ||||||||
| Decrease (increase) in inventory | ( 41 | ) | 327 | 629 | ||||||||
| 842 | 1,002 | 136 | ||||||||||
| Net cash used in operating activities | $ | ( 1,861 | ) | $ | ( 2,197 | ) | $ | ( 5,104 | ) |
The accompanying notes are an integral part of
the interim consolidated financial statements.
STATEMENTS OF CASH FLOWS
| Six months ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| Cash flows from investing activities: | ||||||||||||
| Investment (withdrawal) in restricted bank deposits | $ | ( 1 | ) | $ | 1 | $ | 45 | |||||
| Investment in short-term bank deposits | - | 692 | 3,000 | |||||||||
| Sale (Purchase) of property and equipment | - | ( 1 | ) | 8 | ||||||||
| Investment in a company accounted for at equity | - | ( 600 | ) | ( 600 | ) | |||||||
| Investments in financial assets | ( 100 | ) | - | - | ||||||||
| Bridge loan to related parties | ( 2,000 | ) | ( 2,400 | ) (*) | ( 4,078 | ) | ||||||
| Net cash used in investing activities | ( 2,101 | ) | ( 2,308 | ) | ( 1,625 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from issuance of share capital and warrants (net of issuance expenses) | - | 2,722 | 6,255 | |||||||||
| Repayment of lease liability | ( 23 | ) | ( 41 | ) | ( 54 | ) | ||||||
| Interest paid on lease liability | - | - | ( 8 | ) | ||||||||
| Proceeds from issuance of convertible debentures | 3,990 | - | - | |||||||||
| Net cash provided by financing activities | 3,967 | 2,681 | 6,193 | |||||||||
| Increase (decrease) in cash and cash equivalents | 5 | ( 1,824 | ) | ( 536 | ) | |||||||
| Cash and cash equivalents at the beginning of the period | 1,540 | 2,076 | 2,076 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 1,545 | $ | 252 | $ | 1,540 |
The accompanying notes are an integral part of
the interim consolidated financial statements.
STATEMENTS OF CASH FLOWS
| Six months ended June 30, | Year Ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| (a) Significant non-cash transactions: | ||||||||||||
| Right-of-use asset recognized with corresponding lease liability | $ | - | $ | - | $ | 75 |
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)
| The Company's ordinary shares are listed on Nasdaq and are trading under the symbol "SPRC". | ||
| As of June 30, 2025, the Company had four private subsidiaries, including an inactive company incorporated under the laws of Israel: Evero Health Ltd. ("Evero"); an inactive company incorporated under the laws of Israel: Brain Bright Ltd. ("Brain Bright"); a company incorporated under the laws of Israel: SciSparc Merger Sub Ltd. ("Merger Sub"), a company incorporated under the laws of Israel; and a company incorporated under the laws of the State of Delaware: SciSparc Nutraceuticals Inc. ("SciSparc Nutraceuticals", together with Evero, Brain Bright, and Merger Sub, the "Subsidiaries"). | ||
| On June 24, 2025, the Company announced its intent to effect a one-for-twenty one (1-for-21) reverse share split (the "Reverse Share Split") of the Company's issued and outstanding ordinary shares, no par value per share (the "Ordinary Shares"), which became effective at the market open on July 3, 2025. The Reverse Share Split was approved by the Company's shareholders at the Company's Annual General Meeting of Shareholders held on October 23, 2024, to be effected at the board of directors' discretion within the approved parameters. | ||
| Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these interim consolidated financial statements for all periods presented to give effect to the Reverse Share Split. |
INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
| c. | The Company incurred a net loss of $ 9,412 and had negative cash flows from operating activities of $ 1,861 for the six-month period ended June 30, 2025. As of June 30, 2025, the Company had a negative working capital of $ 2,289 and an accumulated deficit of $ 84,303 as a result of recurring operating losses. As of June 30, 2025, the Company's cash and cash equivalents position is not sufficient to fund the Company's planned operations for at least a year beyond the date of the filing date of the consolidated financial statements. The Company's pharmaceuticals operations are dependent on its ability to raise additional funds from existing and/or new investors. This dependency will continue until the Group is able to completely finance its operations by generating revenue from its pharmaceutical products. These above-mentioned factors raise substantial doubt about the Group's ability to continue as a going concern. | |
| Following the ongoing uncertainty surrounding AutoMax, the Company recognized a loss on impairment of loans granted to AutoMax in the amount of $ 5,973 (see also note 5). | ||
| The Company intends to finance operating costs over the next twelve months through a combination of actions that may include existing cash on hand and issuing equity and/or debt securities. | ||
| The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. | ||
| The interim consolidated financial statements for the period ended June 30, 2025, do not include any adjustments to the carrying amounts and classifications of assets and liabilities that might result should the Group be unable to continue as a going concern. |
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 2024 Annual Consolidated Financial Statements. Accordingly, these condensed
consolidated financial statements should be read in conjunction with the 2024 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, 2025, are not necessarily indicative of the results for the year ending December 31, 2025, or for any future period.
As of June 30, 2025, there have been
no material changes in the Company's significant accounting policies from those that were disclosed in the 2024 Annual Consolidated
Financial Statements.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
On November 25, 2023, MitoCareX
Bio Ltd. ("MitoCareX") achieved its second milestone pursuant to an investment agreement signed with the Company. 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, 2024.
On September 26, 2024, the
Company signed a non-binding letter of intent relating to the sale of its entire ownership interest in MitoCareX to N2OFF, Inc.
("N2OFF"), a publicly-traded company in the United States which is a related party. On February 25, 2025, the Company
entered into a Securities Purchase and Exchange Agreement, as amended (the "SPEA"), together with MitoCareX, Dr. Alon
Silberman and Prof. Ciro Leonardo Pierri (together with SciSparc, the "Sellers"), pursuant to which the Sellers agreed
to sell their stakes in MitoCareX to N2OFF, thereby resulting in MitoCareX becoming a wholly-owned subsidiary of N2OFF. Pursuant to
the terms of the SPEA, in exchange for transferring its holdings in MitoCareX, SciSparc shall receive from N2OFF a cash payment of
$700 and an issuance of N2OFF common stock, par value $0.0001 per share ("N2OFF Common Stock"), representing 16.75% of
N2OFF on a fully-diluted basis The SPEA also includes provisions for additional milestones that, upon achievement, may increase the
amount of N2OFF Common Stock issued to the Sellers. As of June 30, 2025, the Company and N2OFF had not closed the sale of the
ownership of MitoCareX and the Company still held 52.73% of the issued and outstanding share capital of MitoCareX. On October 20,
2025, upon the satisfaction of the closing conditions of the SPEA, the transaction contemplated thereunder closed (see Note
During the six months ended June 30,
2025, and 2024, the Company recorded equity losses from the investment in MitoCareX in the amount of $312 and $208, respectively.
The table below summarizes the fair
value of the investment in MitoCareX:
| Balance at January 1, 2024 | $ | 781 | ||
| Investment following achievement of first milestone | 600 | |||
| Equity losses from investment in MitoCareX | ( 429 | ) | ||
| Balance at December 31, 2024 | 952 | |||
| Investment following achievement of second milestone | - | |||
| Equity losses from investment in MitoCareX | ( 312 | ) | ||
| Balance at June 30, 2025 | $ | 640 |
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 Inc., 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
base cash payment of $4,540 and in 12 months following the closing agreed to pay an additional deferred cash payment equal to a multiple
of 3 times the amount by which the Brand's EBITDA exceeds $1,120 during the 12-month period following the closing of the Wellution
Acquisition. The Company paid an additional $321 as purchase costs.
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 IFRS 3 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 acquisition,
the Company fully recognized the acquisition amount total of $4,861 as an intangible asset, to be amortized over a period of 10 years.