October 22, 2025 – Vancouver, British Columbia – TheNewswire - Neurothera Labs Inc. (formerly, Miza III Ventures Inc.) (TSXV:NTLX) (“Neurothera” or the “Company”) is pleased to announce that the Company has closed its arm’s length share sale transaction (the “Transaction”) pursuant to the asset and share purchase agreement dated October 9, 2025 (the “Agreement”), between the Company and SciSparc Ltd., a corporation incorporated under the laws of the State of Israel and listed on the NASDAQ under the trading symbol “SPRC” (“SciSparc” or “SPRC”) (together, the “Parties”).

The Transaction

Effective October 22, 2025, as a condition to the completion of the Transaction, the Company changed its name to “Neurothera Labs Inc.” and its trading symbol to “NTLX”.

Pursuant to the terms of the Definitive Agreement, SciSparc conveyed and transferred to the Company all of shares of SciSparc Nutraceuticals Inc. (“SNI”) held by SciSparc (the “Target Shares”) (representing 50.86% of the issued and outstanding shares of SNI) and certain assets of SciSparc, each as more particularly described in the filing statement of the Company dated October 9, 2025 (the “Filing Statement”), in consideration for 63,300,000 common shares in the capital of the Company (“Common Shares”), 4,000,000 common share purchase warrants (the “Payment Warrants”), and 48,000,000 contingent rights of the Company (“Contingent Rights”).

 

The Payment Warrants entitles SciSparc to acquire one common share of the Company at a price of $0.25 per Common Share until October 22, 2030.

 

The Contingent Rights entitle SciSparc to acquire, without any further act or formality or payment of additional considerations: (i) 16,000,000 Common Shares, upon the completion of a transaction resulting in the Company listing its securities on either the New York Stock Exchange or NASDAQ (each, a “US Exchange”), or other transaction resulting in the issuance of shares listed on a US Exchange to shareholders of the Company in exchange their Common Shares (in either case, an “Uplisting Transaction”) if such Uplisting Transaction is completed on or before October 22, 2027; (ii) 16,000,000 Common Shares, upon the Company (or a successor entity) successfully raising on or before October 22, 2029, in equity and/or debt financing an aggregate of US$10,000,000 or more as of the date of closing of such financing; and (iii) 16,000,000 Common Shares, upon the Company completing a clinical trial by October 22, 2029.

Additionally, the Company issued 3,000,000 Common Shares (the “Finders Shares”) to certain parties as a finder’s fee for the Transaction. Further details regarding the Transaction can be found in Filing Statement, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

All securities issued as part of the Transaction, being the Target Shares, the Payment Warrants, the Contingent Rights and the Finders Shares, are subject to the statutory hold period expiring February 23, 2026.

The parties to the Transaction have made their final submission to the TSX Venture Exchange (the “Exchange”) pursuant to Exchange Policy 2.4 to seek final Exchange acceptance of the Transaction.

It is anticipated that the Common Shares will resume trading on the Exchange under the trading symbol “NTLX” on or about October 27, 2025.

Escrowed Shares

On completion of the Transaction, certain Principals (as defined policies of the Exchange) of the Company holding an aggregate of 64,052,000 Common Shares, 4,000,000 Payment Warrants, and 48,000,000 Contingent Rights are subject to escrow in accordance with Policy 5.4 – Capital Structure, Escrow and Resale Restrictions of the Exchange (“Policy 5.4”) and pursuant to an escrow agreement dated October 22, 2025, between the Company, Endeavor Trust Corporation, as escrow agent, and such Principals. Pursuant to Policy 5.4, 10% of the escrowed shares will be released at the time of the final bulletin of the Exchange (the “Final Exchange Bulletin”) and an additional 15% of the escrowed shares will be released on each 6-month anniversary thereafter.

Certain current and/or former shareholders of the Company are subject to an escrow agreement dated June 1, 2021 (the “CPC Escrow Agreement”), with the Exchange and Endeavor Trust Company, as escrow agent, in respect of 3,000,000 Common Shares and 500,000 incentive stock options to acquire Common Shares. Under the terms of the CPC Escrow Agreement, 25% of the escrowed securities will be released at the time of the Final Exchange Bulletin, with an additional 25% released on each 6 month anniversary thereafter.

Board of Directors and Executive Management

Following the completion of the Transaction, the following individuals will comprise the directors and officers of the Company:

Oz Adler	-	Chief Executive Officer
Gabriel Kabazo	-	Chief Financial Officer, Corporate Secretary
Adi Zuloff-Shani	-	Chief Technologies Officer
Itschak Shrem	-	Director
Lior Vider	-	Director, Audit Committee Chair
Alon Dayan	-	Director, Audit Committee Member
Ohad David	-	Director, Audit Committee Member

Auditors

The Company anticipates appointing Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network with its office located at 1 Azrieli Center, Tel Aviv, Israel, 6701101, as the auditors of the Company.

Year End

Following completion of the Transaction, the fiscal year end of the Company shall be December 31. In accordance with applicable laws, the Company will publish interim financial statements of SNI for the nine months ended September 30, 2025, within 60 days after the end of the interim period.

About the Company

Neurothera Labs Inc. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. Neurothera’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company is 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.

  

Additional Information for Shareholders

For further information, please refer to the Filing Statement posted to the Company’s issuer profile on SEDAR+ at www.sedarplus.ca, as well as the press releases dated October 9, 2025 and October 20, 2025.

For further information, please contact:

 

Oz Adler
Chief Executive Officer

Neurothera Labs Inc.
Telephone: 972-3-7617108
Email: oz@scisparc.com

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: the publishing of interim financial statements of SNI by the Company, the resumption of trading of the Common Shares and the final approval of the Exchange for the Transaction.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain requisite regulatory and other approvals of the Transaction and/or the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with government regulation; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and SciSparc and market conditions. Additional information identifying risks and uncertainties are contained in the filings by the Company with the Canadian securities regulators, which filings are available at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

The Common Shares will remain halted until such time as permission to resume trading has been obtained from the Exchange. The Company is a reporting issuer in Alberta and British Columbia.

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