SciSparc (Nasdaq: SPRC) unit to buy 54% of CliniQuantum in share deal

Rhea-AI Filing Summary

SciSparc Ltd., through its majority-owned subsidiary NeuroThera Labs, reports that NeuroThera received conditional regulatory approval from the TSX Venture Exchange to acquire approximately 54% of Israeli quantum clinical analytics company CliniQuantum.

Under a March 2026 share purchase agreement, NeuroThera will acquire 56,375 ordinary shares of CliniQuantum in exchange for 56,600,000 NeuroThera common shares, valued at about $9,459,954.20 based on a 20‑day volume-weighted average price. An April 30, 2026 amendment set a minimum deemed price of $0.05 per NeuroThera share for any earn‑out payments, introduced lock‑up arrangements, and extended the outside closing date to June 1, 2026. All 56,600,000 consideration shares will be held in escrow under a Form 5D Escrow Agreement.

Insights

Healthcare M&A and capital markets analyst

Subsidiary advances a stock-funded tech acquisition with TSXV conditions.

SciSparc is using its majority-owned subsidiary NeuroThera to acquire a 54% stake in CliniQuantum, paying with 56,600,000 NeuroThera shares valued around $9.46M. This adds quantum simulation capabilities aimed at improving clinical trial analytics.

The deal structure is heavily shaped by TSX Venture Exchange rules. An amendment set a floor issue price of $0.05 for any earn-out shares, introduced lock-ups for selling shareholders, and requires escrow of all consideration shares under a Form 5D agreement, which can moderate immediate selling pressure.

Closing remains conditional on satisfying TSXV and Israeli tax ruling requirements by the extended outside date of June 1, 2026. Future disclosures will clarify integration progress and how this quantum-powered analytics platform supports NeuroThera’s and SciSparc’s clinical-stage cannabinoid programs.

Key Figures

Stake acquired: Approximately 54% interest CliniQuantum shares purchased: 56,375 shares Consideration shares issued: 56,600,000 shares +4 more

7 metrics

Stake acquired Approximately 54% interest CliniQuantum ordinary shares to be acquired by NeuroThera

CliniQuantum shares purchased 56,375 shares Ordinary shares of CliniQuantum under SPA

Consideration shares issued 56,600,000 shares NeuroThera common shares issued to selling shareholders

Deal valuation $9,459,954.20 Aggregate value based on 20‑day VWAP of NeuroThera shares

Earn-out floor price $0.05 per share Minimum deemed price for NeuroThera shares in earn-out payments

Outside closing date June 1, 2026 Extended outside date to complete transaction conditions

Escrowed shares 56,600,000 shares NeuroThera consideration shares subject to Form 5D Escrow Agreement

Key Terms

conditional regulatory approval, TSX Venture Exchange, earn-out payments, lock-up arrangements, +2 more

6 terms

conditional regulatory approval regulatory

"received a conditional regulatory approval from the TSX Venture Exchange for the acquisition"

TSX Venture Exchange regulatory

"received a conditional regulatory approval from the TSX Venture Exchange (“TSX”)"

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

earn-out payments financial

"issued in connection with the earn-out payments contemplated by the SPA"

Earn-out payments are extra sums promised to the seller of a business that are paid later only if the company meets agreed performance targets, such as revenue or profit levels. They matter to investors because they shift some acquisition risk from the buyer to the seller, affect future cash flow and reported purchase price, and can change how much value is ultimately paid for an acquisition—think of it like a performance bonus tied to how well the bought business performs.

lock-up arrangements financial

"the execution of lock-up arrangements by the Selling Shareholders as a condition of closing"

Lock-up arrangements are contractual periods after a stock sale during which certain shareholders, typically founders, directors or early investors, agree not to sell their shares. They act like a temporary hold or cooling-off period that helps prevent a sudden flood of stock hitting the market, which can stabilize the share price; investors watch lock-up expirations because when they end, increased selling can push prices down or reveal insiders’ confidence.

Escrow Agreement regulatory

"Consideration Shares into escrow pursuant to a Form 5D Escrow Agreement"

An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

quantum Monte Carlo technical

"applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis"

Quantum Monte Carlo is a family of computer simulation techniques that use random sampling to predict how collections of particles behave according to quantum physics. Think of it as rolling millions of digital dice to estimate properties—like energy, conductivity, or binding strength—that are otherwise hard to calculate exactly. Investors care because these simulations can speed up and de‑risk discovery of new drugs, materials, or quantum devices, influencing R&D costs, timelines and competitive advantage.

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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 May 2026 (Report No. 2)

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 May 28, 2026, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc: Subsidiary NeuroThera Labs Received Conditional Regulatory Approval for Acquisition of CliniQuantum.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (the “Report”) and is incorporated by reference herein.

On April 30, 2026, NeuroThera Labs Inc. (“NeuroThera”), the Company’s subsidiary, CliniQuantum Ltd. (“CliniQuantum”) and the certain shareholders of CliniQuantum (the “Selling Shareholders”), entered into an amendment (the “Amendment”) to the Share Purchase Agreement (the “SPA”), dated March 9, 2026, by and between Selling Shareholders, CliniQuantum and NeuroThera, a copy of which is attached hereto as Exhibit 10.1. The Amendment included, among other things, that any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than $0.05 per common share, being the minimum permitted price under the policies of the TSX Venture Exchange. Additionally, NeuroThera and the Selling Shareholders agreed to extend the date for the completion of the transaction from April 30, 2026 to June 1, 2026. 

This Report, including its exhibits, 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 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. 

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment, dated April 30, 2026, to the Share Purchase Agreement, dated March 9, 2026, by and between Selling of CliniQuantum Ltd., CliniQuantum Ltd. and NeuroThera Labs Inc.
99.1		Press release issued by SciSparc Ltd. titled “SciSparc: Subsidiary NeuroThera Labs Received Conditional Regulatory Approval for Acquisition of CliniQuantum.”

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: May 29, 2026

3

Exhibit 99.1

SciSparc: Subsidiary NeuroThera Labs Received Conditional Regulatory Approval for Acquisition of CliniQuantum

TEL AVIV, Israel, May 28, 2026 (GLOBE NEWSWIRE) --  SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), today announced that NeuroThera Labs Inc. (TSXV: NTLX) ("NeuroThera"), a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system disorders, received a conditional regulatory approval from the TSX Venture Exchange (“TSX”) for the acquisition of approximately 54% interest in CliniQuantum Ltd. ("CliniQuantum") (the Transaction”).

As previously disclosed, in March 2026, NeuroThera, CliniQuantum and the certain shareholders of CliniQuantum, (the “Selling Shareholders”) entered into a share purchase agreement (the “SPA”), pursuant to which, NeuroThera will acquire 56,375 ordinary shares of CliniQuatum, representing approximately 54% of the issued and outstanding ordinary shares of CliniQuantum, in consideration for the issuance of 56,600,000 common shares of NeuroThera (the “Consideration Shares”) to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the 20-day volume weighted average trading price of NeuroThera‘s common shares on the TSX.

CliniQuantum is a private Israeli technology company engaged in the development of a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, with the objective of improving the precision of clinical trial outcomes through the identification of patient subpopulations that respond to investigational therapies.

The material asset of CliniQuantum is a license agreement (the “License Agreement”) with Quantum X Labs Ltd. (“Quantum X Labs”), which granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs' rights to certain licensed patents, and certain licensed know-how, in each case for use in the field of quantum simulation and quantum Monte Carlo in the area of clinical trials. Under the License Agreement, the licensed patent consists of a single United States provisional patent application (No. 63/942676) entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions”.

NeuroThera and the Selling Shareholders have entered into an amendment to the SPA on April 30,2026to provide that any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than $0.05 per common share, being the minimum permitted price under the policies of the TSX. The amendment was entered into to address a comment received from the TSX in connection with its review of the Transaction. The amendments to the SPA also included establishment of a floor price for future share issuances, and the execution of lock-up arrangements by the Selling Shareholders as a condition of closing.

Moreover, NeuroThera and the Selling Shareholders has agreed to extend the outside date for completion of the Transaction from April 30, 2026 to June 1, 2026, in order to allow additional time to complete the conditions to closing, including obtaining the Israeli tax ruling referenced in the SPA and final acceptance of the Transaction from the TSX.

In connection with the Transaction, each Selling Shareholder will deposit their Consideration Shares into escrow pursuant to a Form 5D Escrow Agreement (the “Escrow Agreement”), in accordance with the policies of the TSX, for a total of 56,600,000 Consideration Shares to be subject to the Escrow Agreement.

About SciSparc Ltd. (Nasdaq: SPRC):

The Company, through its majority-owned subsidiary NeuroThera, 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, 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; and SCI- 210 for the treatment of Autism Spectrum Disorder and status epilepticus. The Company, through NeuroThera, 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.

About NeuroThera Labs Inc.

NeuroThera is a clinical-stage pharmaceutical company focused on developing novel therapeutics for central nervous system disorders and other underserved health conditions through collaborations and innovative combinations.

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 the closing of the Transaction, which is subject to completion of all closing conditions, and timing thereof and that the Selling Shareholders may be entitled to the earn-out payments. 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, filed with the SEC on April 29, 2026, 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 transaction did SciSparc (SPRC) report involving CliniQuantum?

NeuroThera Labs, SciSparc’s majority-owned subsidiary, agreed to acquire approximately 54% of CliniQuantum. It will purchase 56,375 CliniQuantum ordinary shares in exchange for 56,600,000 NeuroThera common shares, valued at about $9.46 million based on a 20‑day volume‑weighted average price.

What conditional approval did NeuroThera Labs receive for the CliniQuantum deal?

NeuroThera received conditional regulatory approval from the TSX Venture Exchange for its acquisition of CliniQuantum. The approval is subject to completion of standard closing conditions, including final TSX acceptance and an Israeli tax ruling referenced in the share purchase agreement.

How is the SciSparc (SPRC) CliniQuantum acquisition structured and valued?

The deal is an all-share transaction where NeuroThera will issue 56,600,000 common shares as consideration for 56,375 CliniQuantum shares. These consideration shares have an aggregate value of approximately $9,459,954.20, calculated using the 20‑day volume‑weighted average trading price on the TSX.

What key amendments were made to the NeuroThera–CliniQuantum share purchase agreement?

The April 30, 2026 amendment set a minimum deemed price of $0.05 per NeuroThera share for any earn-out payments, added a floor for future share issuances, required lock-up arrangements by selling shareholders, and extended the outside closing date to June 1, 2026.

How will the consideration shares in the SciSparc (SPRC) CliniQuantum deal be handled?

Each selling shareholder will deposit their NeuroThera consideration shares into escrow under a Form 5D Escrow Agreement. In total, 56,600,000 NeuroThera common shares issued as consideration will be subject to this escrow, in line with TSX Venture Exchange policies.

What technology does CliniQuantum contribute to SciSparc’s portfolio?

CliniQuantum develops a platform using quantum simulation and quantum Monte Carlo methods to analyze clinical trial data. Its main asset is a license to a provisional U.S. patent on generating quantum Markov Chain Monte Carlo sampling points for continuous distribution functions in clinical trial applications.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE ISSUED BY SCISPARC LTD. TITLED "SCISPARC: SUBSIDIARY NEUROTHERA LA 10.8 KB

Agreements & Contracts

• EX-10.1 AMENDMENT, DATED APRIL 30, 2026, TO THE SHARE PURCHASE AGREEMENT, DATED MARCH 9, 19.6 KB