SciSparc (NASDAQ: SPRC) regains Nasdaq compliance but faces future test

Rhea-AI Filing Summary

SciSparc Ltd. reports that Nasdaq has issued a conditional compliance letter confirming the company now meets Nasdaq Continued Listing Rule 5550(b)(1) based on its Form 20-F for the year ended December 31, 2025. This resolves an earlier notice that SciSparc failed to satisfy the minimum $2,500,000 stockholders’ equity requirement or the alternative market value and net income tests.

Nasdaq’s staff cautions that if SciSparc does not demonstrate ongoing compliance when it files its next periodic report, the company may face delisting. The 6-K is also incorporated by reference into multiple existing Form F-3 and Form S-8 registration statements.

Positive

• Nasdaq compliance restored: Nasdaq staff has determined SciSparc now complies with Continued Listing Rule 5550(b)(1), removing the immediate threat of delisting tied to earlier shortfalls in stockholders’ equity and related alternative tests.

Negative

• None.

Insights

Equity markets and listing standards analyst

SciSparc regains Nasdaq compliance but must maintain key financial thresholds.

SciSparc previously failed Nasdaq Rule 5550(b) because it did not meet the minimum $2,500,000 stockholders’ equity requirement or alternative market value and net income standards. Nasdaq staff now considers the company compliant with Rule 5550(b)(1) based on its Form 20-F for the year ended December 31, 2025.

This removes immediate delisting pressure but keeps a clear condition: if the next periodic report does not evidence continued compliance, Nasdaq staff may pursue delisting. The impact for shareholders hinges on SciSparc sustaining balance sheet metrics that satisfy Rule 5550(b) in upcoming filings.

The 6-K is incorporated by reference into several Form F-3 and Form S-8 registration statements, so any future change in listing status or compliance could also affect the flexibility and perception of those registered securities, depending on how the company’s financial position evolves.

Key Figures

Minimum stockholders’ equity requirement: $2,500,000 Alternative market value threshold: $35,000,000 Alternative net income threshold: $500,000 +2 more

5 metrics

Minimum stockholders’ equity requirement $2,500,000 Nasdaq Continued Listing Rule 5550(b) threshold

Alternative market value threshold $35,000,000 Market value of listed securities alternative to equity test

Alternative net income threshold $500,000 Net income from continuing operations alternative test

Rule satisfied Rule 5550(b)(1) Nasdaq staff found SciSparc compliant based on 2025 Form 20-F

Form year-end date December 31, 2025 Fiscal year covered by Form 20-F used for compliance

Key Terms

Nasdaq Continued Listing Rule 5550(b), stockholders’ equity, market value of listed securities, net income from continuing operations, +2 more

6 terms

Nasdaq Continued Listing Rule 5550(b) regulatory

"it did not comply Nasdaq Continued Listing Rule 5550(b) because the Company did not meet the minimum"

stockholders’ equity financial

"did not meet the minimum $2,500,000 in stockholders’ equity and the Company did not meet the alternatives"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

market value of listed securities financial

"did not meet the alternatives of having market value of listed securities of at least $35,000,000"

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

net income from continuing operations financial

"or at least $500,000 of net income from continuing operations for the most recently completed fiscal year"

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

Form 20-F regulatory

"based on its Annual Report on Form 20-F for the year ended December 31, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

incorporated by reference regulatory

"This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statements"

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

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

As previously disclosed, on January 12, 2026, SciSparc Ltd. (the “Company”), received a letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it did not comply Nasdaq Continued Listing Rule 5550(b) because the Company did not meet the minimum $2,500,000 in stockholders’ equity and the Company did not meet the alternatives of having market value of listed securities of at least $35,000,000 or at least $500,000 of net income from continuing operations for the most recently completed fiscal year or in two of the last three most recently completed fiscal years. 

On May 7, 2026, the Company received a conditional compliance letter from the Staff notifying the Company that based on its Annual Report on Form 20-F for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026, the Staff has determined that the Company complies with Nasdaq Continued Listing Rule 5550(b)(1). However, the Staff provides that if the Company fails to provide evidence of compliance upon filing its next periodic report, the Company may be subject to delisting.

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 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

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 11, 2026

2

FAQ

What Nasdaq listing issue does SciSparc Ltd. (SPRC) address in this 6-K?

SciSparc describes how Nasdaq previously found it non-compliant with Rule 5550(b) because it lacked $2,500,000 stockholders’ equity and did not meet alternative market value or net income thresholds, triggering a potential delisting concern for the company.

Has SciSparc Ltd. (SPRC) regained compliance with Nasdaq Rule 5550(b)?

Yes. Based on its Form 20-F for the year ended December 31, 2025, Nasdaq staff determined SciSparc now complies with Rule 5550(b)(1). This restores listing compliance after the earlier deficiency related to stockholders’ equity and alternative financial tests.

What financial thresholds were at issue for SciSparc’s Nasdaq listing?

Nasdaq cited failure to meet minimum $2,500,000 stockholders’ equity and alternatives of at least $35,000,000 market value of listed securities or $500,000 net income from continuing operations for the relevant fiscal periods under Rule 5550(b).

Is SciSparc’s continued Nasdaq listing fully secure after this compliance notice?

No. Nasdaq staff’s letter is conditional. If SciSparc does not show ongoing compliance with Rule 5550(b)(1) in its next periodic report, the company may again face possible delisting from the Nasdaq Capital Market.

How does this SciSparc 6-K affect its existing F-3 and S-8 registrations?

The 6-K is incorporated by reference into multiple SciSparc Form F-3 and Form S-8 registration statements. This means the compliance update and related information become part of those registration filings from the date of submission.