SciSparc Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) received a Nasdaq notification that it is not in compliance with the minimum stockholders’ equity requirement under Rule 5550(b)(1), which requires at least $2,500,000 in equity. The company reported approximately $(81,000) in stockholders’ equity as of June 30, 2025. SciSparc has 45 calendar days 180-day extension to evidence compliance. The notice has no immediate effect on listing and shares will continue trading as SPRC. The company expects to demonstrate compliance as of December 31, 2025 following proceeds from an $4.2 million debenture conversion in August 2025 and its November 2025 registered direct offering.

Positive

• Company expects to demonstrate compliance as of Dec 31, 2025
• Proceeds from $4.2M debenture conversion in August 2025
• Ordinary shares will continue trading on Nasdaq under SPRC during grace period

Negative

• Received Nasdaq notice for failing to meet $2,500,000 equity minimum
• Reported stockholders’ equity of $(81,000) as of June 30, 2025
• Must submit compliance plan by Feb 26, 2026 or face further action

News Market Reaction

-0.68% 75.8x vol

36 alerts

-0.68% News Effect

+73.3% Peak Tracked

-25.9% Trough Tracked

-$33K Valuation Impact

$5M Market Cap

75.8x Rel. Volume

On the day this news was published, SPRC declined 0.68%, reflecting a mild negative market reaction. Argus tracked a peak move of +73.3% during that session. Argus tracked a trough of -25.9% from its starting point during tracking. Our momentum scanner triggered 36 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $33K from the company's valuation, bringing the market cap to $5M at that time. Trading volume was exceptionally heavy at 75.8x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Nasdaq equity requirement: $2,500,000 stockholders’ equity Reported equity: $(81,000) stockholders’ equity Plan deadline: 45 calendar days +5 more

8 metrics

Nasdaq equity requirement $2,500,000 stockholders’ equity Minimum for Nasdaq Capital Market Listing Rule 5550(b)(1)

Reported equity $(81,000) stockholders’ equity As of June 30, 2025 per Form 6-K dated November 18, 2025

Plan deadline 45 calendar days Time to submit compliance plan to Nasdaq; until February 26, 2026

Extension period Up to 180 calendar days Potential Nasdaq extension from date of notification letter

Debenture principal converted $4.2 million Principal amount of debentures dated February 25, 2025 converted in August 2025

Accrued interest converted Accrued interest (amount not specified) Converted alongside $4.2 million debenture principal in August 2025

Registered direct offering Proceeds (amount not specified) Company cites November 2025 registered direct offering proceeds as support for compliance

Compliance assessment date December 31, 2025 Date by which company expects to demonstrate Nasdaq equity compliance

Market Reality Check

Price: $1.08 Vol: Volume 91,050 is well bel...

low vol

$1.08 Last Close

Volume Volume 91,050 is well below the 20-day average of 469,777 (0.19x activity). low

Technical Shares at $1.46 are trading below the $4.68 200-day moving average and far under the $20.57 52-week high.

Peers on Argus

SPRC fell 3.31% while peers were mixed: some declined (e.g., UBX -29.14%, PTIX -...

SPRC fell 3.31% while peers were mixed: some declined (e.g., UBX -29.14%, PTIX -5.88%) and one rose (INDP +5.03%). Moves are not uniformly aligned, supporting a stock-specific reaction to the Nasdaq equity notification.

Historical Context

5 past events · Latest: Dec 30 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 30	Patent grant	Positive	-1.5%	NeuroThera received an Israeli patent for opioid-based pain relief technology.
Dec 02	Acquisition term sheet	Positive	-4.9%	NeuroThera signed non-binding term sheet to acquire majority in bio data firm.
Dec 01	Device IP acquisition	Positive	-16.4%	SciSparc planned GERD device market entry via acquisition of MUSE system IP.
Nov 26	Device IP acquisition	Positive	-9.0%	Signed term sheet to acquire patents and know-how for innovative endoscopy systems.
Nov 20	Patent application	Positive	-4.5%	NeuroThera filed Israeli patent application for MEAI-based depression treatment.

Pattern Detected

Recent news skewed positive (patents, acquisitions, partnerships) but was followed by negative price reactions, suggesting a pattern of selling into news.

Recent Company History

Over the last few months, SciSparc has focused on IP expansion and strategic deals. On Nov 20, 2025, NeuroThera filed an Israeli patent application in collaboration with Clearmind. In late November and early December, SciSparc signed binding and non-binding term sheets around acquiring GERD device IP and a quantum bio-data analytics company. On Dec 30, 2025, NeuroThera received an Israeli patent for an opioid-based pain treatment. Despite these developments, shares reacted negatively after each event, framing today’s Nasdaq equity non-compliance notice against a backdrop of previous weakness.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-22

SciSparc has an active Form F-3/A shelf registration dated 2025-07-22, expiring 2028-07-22, with at least one 424B3 prospectus supplement filed. This framework enables the company to offer registered securities more flexibly if it chooses, which can influence future capital-raising decisions.

Market Pulse Summary

This announcement highlights SciSparc’s non-compliance with Nasdaq’s $2,500,000 stockholders’ equity...

Analysis

This announcement highlights SciSparc’s non-compliance with Nasdaq’s $2,500,000 stockholders’ equity requirement after reporting equity of $(81,000) as of June 30, 2025. The company has 45 days, until February 26, 2026, to submit a compliance plan and may receive up to 180 days to regain compliance. Management points to a $4.2 million debenture conversion and a November 2025 registered direct offering as support. Investors may watch upcoming filings and any capital actions within the existing F-3/A shelf framework.

Key Terms

nasdaq capital market, listing rule 5550(b)(1), form 6-k, registered direct offering, +1 more

5 terms

nasdaq capital market regulatory

"continued listing on the Nasdaq Capital Market, listing Rule 5550(b)(1)"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

listing rule 5550(b)(1) regulatory

"non-compliance with the minimum stockholders’ equity requirement... Rule 5550(b)(1)"

Listing Rule 5550(b)(1) is a Nasdaq listing standard that sets a minimum share price requirement companies must meet to stay listed on the exchange. It matters to investors because falling below that threshold can trigger delisting procedures, which often reduce a stock’s visibility, trading liquidity and value; think of it like a minimum score needed to remain in a sports league — miss it and you risk being dropped until you improve.

form 6-k regulatory

"In the Company’s Form 6-K dated November 18, 2025, the Company reported"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

registered direct offering financial

"pursuant to the Company’s registered direct offering in November 2025."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

debentures financial

"conversion in August 2025 of the principal amount of $4.2 million and accrued interest of debentures"

A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.

AI-generated analysis. Not financial advice.

TEL AVIV, Israel, Jan. 12, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a company engaged in clinical-stage pharmaceutical developments through its majority-owned subsidiary NeuroThera Labs Inc., announced today that it has received a written notification (the “Notification Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, listing Rule 5550(b)(1), due to its failure to maintain a minimum of $2,500,000 in stockholders’ equity. In the Company’s Form 6-K dated November 18, 2025, the Company reported stockholders’ equity of approximately $(81,000) as of June 30, 2025.

In accordance with Nasdaq rules, the Company has 45 calendar days, or until February 26, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Notification Letter has no immediate effect on the Company’s listing on the Nasdaq Capital Market, and during the grace period, as may be extended, the Company’s ordinary shares will continue to trade on Nasdaq under the symbol “SPRC”.

The Company expects that it will be able to demonstrate compliance with the Nasdaq stockholders’ equity requirement as of December 31, 2025 following the proceeds received from the conversion in August 2025 of the principal amount of $4.2 million and accrued interest of debentures dated February 25, 2025 and pursuant to the Company’s registered direct offering in November 2025.
  

About SciSparc Ltd. (Nasdaq: SPRC):

The Company, through its majority-owned subsidiary NeuroThera Labs Inc., engages in clinical-stage pharmaceutical developments. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, together with its majority-owned subsidiary NeuroThera Labs Inc., are 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. The Company, through NeuroThera Labs Inc., also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon.com Marketplace.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc uses forward-looking statements when it discusses regaining compliance with Nasdaq’s continued listing requirements, the timing and effect thereof. The acquisition of the intellectual property assets described in this press release is subject to customary closing conditions, including any required regulatory approvals. Because such statements deal with future events and are based on SciSparc's current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading "Risk Factors" in SciSparc's Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055

FAQ

What Nasdaq rule did SciSparc (SPRC) fail to meet on Jan 12, 2026?

SciSparc was notified of non-compliance with Nasdaq Capital Market Rule 5550(b)(1), the minimum stockholders’ equity requirement.

How much stockholders’ equity does Nasdaq require and how much did SPRC report?

Nasdaq requires $2,500,000 minimum; SciSparc reported approximately $(81,000) as of June 30, 2025.

What deadline does SciSparc have to submit a plan to regain compliance for SPRC?

The company has 45 calendar days, until February 26, 2026, to submit a plan to Nasdaq.

Will SPRC remain listed and tradable after the Nasdaq notice?

Yes. The Notification Letter has no immediate listing effect and ordinary shares will continue trading as SPRC during the grace period.

What actions does SciSparc cite to regain Nasdaq compliance for SPRC?

SciSparc expects to show compliance as of Dec 31, 2025 after proceeds from an $4.2M debenture conversion and its November 2025 registered direct offering.