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 March 2026
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
On March 2, 2026, SciSparc
Ltd. (the “Company”) issued a press release titled “SciSparc Announces 1-for-9 Reverse Share Split” a copy of
which is furnished as Exhibit 99.1 to this Form 6-K.
This Report of Foreign Private
Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-248670, 333-255408,
333-293167 and 333-293533)
and on Form S-8 (File Nos. 333-278437, 333-225773, 333-286791 and 333-292952)
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not superseded by documents or reports subsequently filed or furnished.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
| Exhibit
No. |
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| 99.1 |
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Press release issued by SciSparc Ltd., dated March 2, 2026, titled “SciSparc Announces 1-for-9 Reverse Share Split”. |
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.
| |
SciSparc Ltd. |
| |
|
|
| Date: March 2, 2026 |
By: |
/s/ Oz Adler |
| |
Name: |
Oz Adler |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
SciSparc Announces 1-for-9 Reverse Share Split
Following the reverse share split, the Company
will have approximately 565,000 outstanding shares, out of
which approximately 561,533 will be publicly held
Tel Aviv, Israel, March 2, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (“SciSparc” or the “Company”) (Nasdaq: SPRC), a company engaged in clinical-stage pharmaceutical
developments through its majority-owned subsidiary NeuroThera Labs Inc., announced today that it intends to effect a one-for-nine (1-for-9)
reverse share split (the “Reverse Share Split”) of the Company’s issued and outstanding ordinary shares, no par value
per share (the “Ordinary Shares”), effective at the market open on March 4, 2026. The Ordinary Shares will continue to trade
on the Nasdaq Capital Market under the existing trading symbol “SPRC” and will begin trading on a split-adjusted basis at
the market open on March 4, 2026. The new CUSIP number for the Ordinary Shares following the Reverse Share Split will be M82618139.
The Reverse Share Split was approved by the Company’s
shareholders at the Company’s Annual General Meeting of Shareholders held on June 26, 2025, to be effected at the board of directors’
discretion within the approved parameters.
The Reverse Share Split will not result in an
adjustment to the authorized share capital of the Company under the Company’s amended and restated articles of association, as currently
in effect (the “Articles”), which, as of the date hereof, consists of 2,000,000,000 Ordinary Shares.
The Reverse Share Split will affect all shareholders
uniformly and will not alter any shareholder’s percentage of ownership interest in the Company’s Ordinary Shares, except for
minor changes due to the treatment of fractional shares as described below. The number of issued and outstanding Ordinary Shares will
be reduced from 5,089,501 Ordinary Shares to approximately 565,500 Ordinary Shares following the Reverse Share Split (subject to any further
adjustments due to the treatment of fractional shares). In accordance with the Articles, no fractional Ordinary Shares will be issued
as a result of the Reverse Share Split and all fractional Ordinary Shares shall be rounded to the nearest whole Ordinary Share, at the
DTC participant level. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the exercise of all outstanding options and warrants entitling the holders to purchase Ordinary Shares. No fractional Ordinary Shares
will be issued upon exercise of warrants or options. As to any fraction of an Ordinary Share which a holder would otherwise be entitled
to purchase upon exercise, the Company will round up to the nearest whole Ordinary Share, according to the terms of the warrant or option.
Shareholders holding their shares in book-entry
form, through a brokerage account, or in “street name” are not required to take any action, as the exchange will be processed
automatically by their respective brokers or custodians. For questions or additional information regarding the exchange process, shareholders
are encouraged to contact the Company’s transfer agent, VStock Transfer, LLC with a mailing address of 18 Lafayette Place, Woodmere,
New York 11598.
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, the Company is using forward-looking statements when discussing the anticipated effective date of the Reverse
Share Split and the date that trading of the Ordinary Shares will begin on a split-adjusted basis. Since 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 filed with the U.S. Securities and
Exchange Commission (the “SEC”) on April 24, 2025, and in subsequent filings with the SEC. 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
