SPRC 6-K: Shareholders Approve N2OFF Merger into MitoCareX Targeting Resistant Cancers

Rhea-AI Filing Summary

SciSparc Ltd. announced that N2OFF shareholders approved a merger with MitoCareX, SciSparc's majority-owned subsidiary. The press release states the transaction was approved and identifies MitoCareX as a drug discovery company focused on therapies for resistant cancers, specifically naming pancreatic cancer and non-small cell lung cancer. The filing is presented as a current report (Form 6-K) and is signed by Oz Adler as Chief Executive Officer and Chief Financial Officer on September 30, 2025. The release does not include financial terms, an effective merger date, or post-transaction ownership percentages.

Positive

• N2OFF shareholders approved the merger with MitoCareX, a necessary governance step toward closing
• MitoCareX is identified as a drug discovery company targeting resistant cancers, including pancreatic and non-small cell lung cancer, clarifying strategic focus

Negative

• The press release does not disclose financial terms of the merger
• The filing does not provide an effective date or post-merger ownership percentages

Insights

Corporate Development Analyst

TL;DR: N2OFF shareholders approved a merger into SciSparc's majority-owned MitoCareX, advancing consolidation of its oncology drug-discovery assets.

The press release confirms shareholder approval for a merger that brings N2OFF under MitoCareX, a SciSparc majority-owned unit targeting pancreatic and non-small cell lung cancer. This is a concrete corporate action that consolidates related R&D efforts within SciSparc's group.

Why it matters: shareholder approval is a required governance step for closing mergers and indicates moving from proposal toward execution. The statement lacks key transactional details—no financial terms, effective date, or ownership post-merger—so the full investor impact cannot be quantified from this filing alone.

Form 6-K: How Foreign Companies Report to the SEC →

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 September 2025 (Report No. 5)

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 September 29, 2025, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc: N2OFF Shareholders Approve Merger with SciSparc’s Majority Owned Subsidiary MitoCareX, a Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.

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 and 333-255408) and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791) 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.

1

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press release issued by SciSparc Ltd. titled “SciSparc: N2OFF Shareholders Approve Merger with SciSparc’s Majority Owned Subsidiary MitoCareX, a Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer.”

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.
Date: September 30, 2025	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

3

FAQ

What did SciSparc (SPRC) announce in the 6-K?

The company announced that N2OFF shareholders approved a merger with SciSparc's majority-owned subsidiary MitoCareX.

What cancers does MitoCareX target?

The press release states MitoCareX targets resistant cancers, specifically naming pancreatic cancer and non-small cell lung cancer.

When was the Form 6-K filed and who signed it?

The filing is dated and signed on September 30, 2025 by Oz Adler, Chief Executive Officer and Chief Financial Officer.

Are the financial terms of the merger disclosed?

No. The press release does not disclose any financial terms or consideration for the merger.

Does the filing state an effective date for the merger?

No. The press release does not provide an effective date for the merger.