UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of October 2023 (Report No. 3)
Commission file number: 001-38041
SCISPARC LTD.
(Translation of registrant’s name into English)
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Closing
of Private Placement
On October
13, 2023, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc Ltd. Announces Closing of $5.026 Million
Private Placement,” a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (the “Form
6-K”).
Regaining Compliance with
Nasdaq
On October 16, 2023, the Company issued a press
release titled “SciSparc Regains Compliance with Nasdaq Minimum Closing Bid Price Notification,” a copy of which is furnished as Exhibit
99.2 to this Form 6-K.
The
press release attached hereto as Exhibit 99.1 and 99.2 are incorporated by reference into the Company’s registration statements
on Form F-3 (File No. 333-269839, File No. 333-266047, File No. 333-233417, File No. 333-248670 and File No. 333-255408) and on
Form S-8 (File No. 333-225773) filed
with the Securities and Exchange Commission to be a part thereof from the date
on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SciSparc Ltd. |
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|
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| Date: October 16, 2023 |
By: |
/s/ Oz Adler |
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Name: |
Oz Adler |
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Title: |
Chief Executive Officer and
Chief Financial Officer |
2
Exhibit 99.1
SciSparc Ltd. Announces
Closing of $5.026 Million Private Placement
TEL AVIV, ISRAEL, Oct. 13, 2023 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq:
SPRC) (“SciSparc” or the “Company”), today announced the closing of its previously announced private placement
with an institutional investor with gross cash proceeds to the company of approximately $5.026 million, before deducting fees to the placement
agent and other offering expenses payable by the Company.
In connection with the private placement, the Company issued an aggregate
of 1,930,108 units, each unit consisting of two Pre-Funded Warrants. The Pre-Funded Warrants have an exercise price of $0.001, are immediately
exercisable upon issuance and have a term of five years from the date of issuance.
Aegis Capital Corp. acted as the exclusive placement agent for the
private placement.
The securities described above were sold in a private placement exempt
from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under
the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant
to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state
securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration
statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares issuable upon
exercise of the Pre-Funded Warrants.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About SciSparc Ltd. (Nasdaq: SPRC):
SciSparc Ltd. is a specialty clinical-stage pharmaceutical company
led by an experienced team of senior executives and scientists. SciSparc’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; SCI-160 for the treatment of pain; and SCI-210 for the treatment of ASD and status epilepticus. The Company also owns a controlling
interest in a subsidiary whose business focuses on the sale of hemp seeds’ oil-based products on the Amazon.com Marketplace.
For Further Information please refer to information available on the
Company’s website: https://scisparc.com/
Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055
References and links to websites have been provided as a convenience,
and the information contained on such websites is not incorporated by reference into this press release. SciSparc is not responsible for
the contents of third-party websites.
Exhibit 99.2
SciSparc Ltd. Regains Compliance with Nasdaq
Minimum Bid Price Notification
Tel Aviv, October 16,
2023 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC), a specialty, clinical-stage pharmaceutical company focusing on the development
of therapies to treat disorders of the central nervous system (the “Company”), reported the receipt of a formal notification
from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with Listing Rule 5550(a)(2), which requires
the Company’s ordinary shares to maintain a minimum bid price of $1.00 per share.
The Nasdaq staff made
this determination of compliance after the closing bid price of the Company’s ordinary shares was at $1.00 per share or greater
for the prior 10 consecutive business days. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq
considers the prior bid price deficiency matter now closed.
About SciSparc Ltd. (Nasdaq:SPRC):
SciSparc Ltd. is a specialty clinical-stage pharmaceutical
company led by an experienced team of senior executives and scientists. SciSparc’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 cannabidiol (CBD): SCI-110 for the treatment of Tourette Syndrome, for the treatment
of Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210 for the treatment of autism spectrum disorder
and status epilepticus. The Company also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seeds’
oil-based products on the Amazon.com Marketplace.
For further information
please refer to information available on the Company’s website: https://scisparc.com/
Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055
SciSparc (NASDAQ:SPRC)
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