SciSparc (SPRC) prices registered direct offering of 766,170 shares at $1

Rhea-AI Filing Summary

SciSparc Ltd. entered into a registered direct offering with institutional and accredited investors for 766,170 Ordinary Shares at $1.00 per share, raising expected gross proceeds of approximately $766,170. The company plans to use the net proceeds for working capital and general corporate purposes as determined by its board of directors.

The shares are being issued under a prospectus supplement to SciSparc’s effective shelf registration statement on Form F-3. A securities purchase agreement dated January 13, 2026 governs the transaction and includes customary representations, warranties, conditions, and indemnification provisions. The closing of the offering is expected to occur on or about January 14, 2026, and Israeli counsel Meitar Law Offices has opined that the offered Ordinary Shares are validly issued, fully paid, and non-assessable.

Insights

Capital markets and dilution analyst

SciSparc is raising fresh equity capital via a modest direct offering.

SciSparc Ltd. has arranged a registered direct offering of 766,170 Ordinary Shares at $1.00 per share, for expected gross proceeds of about $766,170. The shares are issued under an existing shelf registration on Form F-3 and documented in a securities purchase agreement with institutional and accredited investors, which includes customary representations, conditions, and indemnification language.

The company states that net proceeds will be used for working capital and general corporate purposes as determined by the board, so the primary effect is to add cash to the balance sheet in exchange for new equity. The opinion from Meitar Law Offices confirms the Ordinary Shares are validly issued, fully paid, and non-assessable, supporting enforceability and reducing legal uncertainty around the issuance.

The closing is expected on or about January 14, 2026, after which the additional shares will be outstanding. Actual impact for shareholders will depend on the company’s subsequent deployment of this capital, which is not detailed beyond the general working capital description in the disclosure.

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 January 2026 (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

Registered Direct Offering

On January 13, 2026, SciSparc Ltd. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors, providing for the issuance of an aggregate of 766,170 Ordinary Shares, no par value per share (the “Ordinary Shares”), at a purchase price of $1.00 per share.

The offering is expected to result in gross proceeds to the Company of approximately $766,170. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes, as may be determined by the Company’s board of directors.

The Ordinary Shares to be issued in the registered direct offering will be issued pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the “SEC”), in connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-269839) previously filed with the SEC and declared effective by the SEC on February 23, 2023.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Purchase Agreement provides for indemnification by the Company of the investors for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto.

A copy of the opinion of Meitar | Law Offices relating to the legality of the issuance and sale of the Ordinary Shares is attached as Exhibit 5.1 to this Report of Foreign Private Issuer on Form 6-K (this “Report”).

This Report 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.

The closing of the offering is expected to occur on or about January 14, 2026.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 to this Report and incorporated herein by reference.

This Report is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791) filed with the SEC 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.

Forward-Looking Statements:

This Report 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 it discusses the closing of the offering and expected use of proceeds from the offering. All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 24, 2025, and the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

1

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Meitar | Law Offices.
10.1		Form of Securities Purchase Agreement, dated January 13, 2026, by and between the Company and the purchaser parties thereto
23.1		Consent of Meitar | Law Offices (included in Exhibit 5.1).

2

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.
	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

Date: January 13, 2026

3

Exhibit 5.1

January 13, 2026

SciSparc Ltd.

20 Raul Wallenberg Street, Tower A

Tel Aviv 6971916

Israel

Re: SciSparc Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel for SciSparc Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with a Registration Statement on Form F-3 (Registration No. 333-269839) (the “Registration Statement”), the prospectus included therein and the related prospectus supplement dated January 13, 2026 filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act” and “Prospectus Supplement”, respectively), with respect to the issuance and sale by the Company, in a registered direct offering (the “Offering”), of 766,170 ordinary shares, no par value (“Ordinary Shares”), pursuant to a securities purchase agreement, dated January 13, 2026 between the Company and the purchasers named therein (the “Securities Purchase Agreement”).

This opinion letter is rendered pursuant to Items 601(b)(5) and (b)(23) of Regulation S-K promulgated under the Securities Act.

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement filed by the Company with the SEC under the Securities Act, on February 17, 2023, as declared effective on February 23, 2023; (ii) the base prospectus dated February 23, 2023 forming a part of the Registration Statement (the “Base Prospectus”); (iii) the Prospectus Supplement, dated January 13, 2026, in respect of the Offering (together with the Base Prospectus, the “Prospectus”); (iv) the Securities Purchase Agreement; (v) a copy of the amended and restated articles of association of the Company, as currently in effect; (vi) resolutions of the board of directors of the Company which relate to the Registration Statement, the Prospectus, and other actions to be taken in connection with the Offering; and (vii) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents.

As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, and in reliance thereon we are of the opinion that the Ordinary Shares issued in the Offering are validly issued, fully paid and non-assessable.

Members of our firm are admitted to the Bar in the State of Israel and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to a Report of Foreign Private Issuer on Form 6-K dated January 13, 2026 that is incorporated by reference in the Registration Statement and to the reference to our firm appearing under the captions “Legal Matters” and “Enforcement of Civil Liabilities” in the Prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Prospectus that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Meitar Law Offices

Meitar Law Offices

FAQ

What equity offering did SciSparc Ltd. (SPRC) announce in this 6-K?

SciSparc Ltd. entered into a securities purchase agreement for a registered direct offering of 766,170 Ordinary Shares at a price of $1.00 per share to certain institutional and accredited investors.

How much capital does SciSparc Ltd. (SPRC) expect to raise from this offering?

The offering is expected to result in gross proceeds of approximately $766,170 to SciSparc Ltd. before fees and expenses.

How does SciSparc Ltd. (SPRC) plan to use the proceeds from the offering?

SciSparc Ltd. intends to use the net proceeds from the offering for working capital and general corporate purposes, as may be determined by its board of directors.

Under which registration statement is SciSparc Ltd. (SPRC) issuing these shares?

The Ordinary Shares will be issued pursuant to a prospectus supplement related to SciSparc’s Form F-3 shelf registration statement No. 333-269839, which was declared effective on February 23, 2023.

When is the closing of SciSparc Ltd.’s (SPRC) registered direct offering expected?

The closing of the offering is expected to occur on or about January 14, 2026, subject to the conditions set out in the securities purchase agreement.

What legal opinion supports the validity of the SciSparc Ltd. (SPRC) shares issued in the offering?

An opinion from Meitar Law Offices, filed as Exhibit 5.1, states that the Ordinary Shares issued in the offering are validly issued, fully paid and non-assessable under Israeli law.

Does this SciSparc Ltd. (SPRC) disclosure include forward-looking statements?

Yes. The report contains forward-looking statements, including statements about the expected closing of the offering and the intended use of proceeds, and notes that actual results may differ due to various risks and uncertainties described in SciSparc’s Form 20-F and other SEC filings.