SciSparc (Nasdaq: SPRC) unit to acquire 54% of CliniQuantum and lose NeuroThera control
Rhea-AI Filing Summary
SciSparc Ltd., through its 75%-owned subsidiary NeuroThera Labs, has signed a definitive agreement to acquire approximately 54.01% of CliniQuantum for 56,375 CliniQ shares in exchange for 56,600,000 NeuroThera common shares valued at about
Positive
- Strategic quantum-clinical trials acquisition: NeuroThera will acquire approximately 54.01% of CliniQuantum using shares valued around
$9.46M , potentially adding differentiated quantum-based trial technology to SciSparc’s broader development ecosystem. - Pipeline expansion via obesity/MASLD patent: Publication of an international PCT patent for the MEAI‑PEA combination with Clearmind Medicine broadens SciSparc’s exposure to large obesity and liver disease markets.
Negative
- Loss of control in key subsidiary: SciSparc’s ownership in NeuroThera is expected to decline from about 75% to approximately 43.86%, which may change financial consolidation and strategic control over a central operating asset.
- Equity dilution at NeuroThera: Issuance of 56,600,000 consideration shares plus 2,829,999 finder shares, and potential share-settled earn-outs, increases NeuroThera’s share count and dilutes existing holders.
Insights
Subsidiary uses stock-funded deal to add quantum trial tech while parent loses control stake.
NeuroThera is acquiring about
The structure ties additional value to patent filings and future fundraising, which may better align incentives but adds dilution at NeuroThera. SciSparc’s ownership in NeuroThera is expected to fall from about
The second disclosure, an international PCT patent publication with Clearmind Medicine around an obesity and MASLD therapy, remains early stage but expands the pipeline narrative. Overall, this looks strategically meaningful but financially modest at the disclosed valuation, so the net impact is best viewed as neutral pending future development and integration progress.
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 (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 March 10, 2026, NeuroThera Labs Inc. (“NeuroThera”), in which SciSparc Ltd. (the “Company”) holds a controlling interest of approximately 75%, entered into a share purchase agreement (the “Agreement”) among shareholders (the “Selling Shareholders”) of CliniQuantum Ltd. (“CliniQuantum”), CliniQuantum and NeuroThera. Pursuant to the Agreement, NeuroThera will acquire 56,375 ordinary shares of CliniQuantum, representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum (the “CliniQ Shares”) on a fully diluted basis immediately prior to the closing of the transaction (the “Transaction”).
In consideration for the CliniQ Shares, NeuroThera will issue an aggregate of 56,600,000 common shares from the capital of NeuroThera (the “Consideration Shares”) to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the volume weighted average trading price of the NeuroThera’s common shares on the TSX Venture Exchange for the 20 trading days immediately preceding March 10, 2026.
In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to $2,500,000 in the aggregate (the “Earn-Out Payments”), payable in cash and/or common shares of NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of the certain milestones, including $500,000 for each of the first three patent applications filed by CliniQuantum with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of $1,500,000 in the aggregate filed during the Earn-Out Period (as defined below); and an amount equal to 7.0% of any fundraising proceeds raised by NeuroThera, up to a maximum of $1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following the closing of the Transaction (the “Earn-Out Period”).
In connection with the Transaction, NeuroThera will pay finder’s fees by issuing an aggregate of 2,829,999 common shares from its capital to certain arm’s length finders.
Closing of the Transaction is expected to occur within 30 days following the submission of the application for the Israeli tax ruling to the Israeli Tax Authority, subject to satisfaction or waiver of all closing conditions. The closing of the transaction, which is expected on or about March 31, 2026, unless otherwise agreed by the parties in writing, will be subject to customary closing conditions. The Company’s ownership interest in NeuroThera is expected to decrease from approximately 75% to approximately 43.86% after the closing of the Transaction.
On March 10, 2026, the Company issued a press release titled “SciSparc: Subsidiary NeuroThera Labs (75%) Signs Definitive Agreement to Acquire Majority Stake in CliniQuantum, Innovator in Quantum-based Clinical Trials.” On March 12, 2026, the Company issued a press release titled “SciSparc: NeuroThera Labs Announces Publication of International Patent in Collaboration with Clearmind Medicine for Novel Therapy Targeting Weight Loss and Fatty Liver Disease.” Copies of these press releases are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”) and is incorporated by reference herein.
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, 333-248670, 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.
Cautionary Note Regarding 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 uses forward-looking statements when it discusses: the expected acquisition of CliniQ Shares by NeuroThera; the potential Earn-Out Payments; the expected closing of Transaction, timing thereof and ability to meet closing conditions; and the expected decrease in the Company’s ownership interest of NeuroThera after the closing of the Transaction. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The Transaction may not close when expected or at all and, even if the Transaction closes, the conditions for the Earn-Out Payments my not occur. In addition, the forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F, as amended, filed with the SEC on April 24, 2025, and in subsequent filings with the SEC. Except as otherwise required by law, the Company 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.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release issued by SciSparc Ltd. titled “SciSparc: Subsidiary NeuroThera Labs (75%) Signs Definitive Agreement to Acquire Majority Stake in CliniQuantum, Innovator in Quantum-based Clinical trails.” | |
| 99.2 | Press release issued by SciSparc Ltd. titled “SciSparc: NeuroThera Labs Announces Publication of International Patent in Collaboration with Clearmind Medicine for Novel Therapy Targeting Weight Loss and Fatty Liver Disease.” |
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: | ||
| Name: | Oz Adler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Date: March 12, 2026
3
Exhibit 99.1
SciSparc: Subsidiary NeuroThera Labs (75%) Signs Definitive Agreement to Acquire Majority Stake in CliniQuantum, Innovator in Quantum-based Clinical trails
TEL AVIV, Israel, March 10, 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, in which SciSparc holds a controlling interest of approximately 75%, has entered into a definitive share purchase agreement (the “SPA”), between NeuroThera, CliniQuantum Ltd. (“CliniQ”) and the Selling Shareholders (as defined below) to acquire approximately 54.01% of the issued and outstanding ordinary shares of CliniQ (the “CliniQ Shares”) on a fully diluted basis immediately prior to the closing of the transaction (the “Transaction”). CliniQ is a quantum technology company holding patents from Ramot at the Tel Aviv University, in the field of quantum simulation and quantum Monte Claro.
CliniQ develops a next-generation platform to transform clinical trials with the power of quantum computing. Its aim is to unlock insights hidden in massive, complex datasets to design smarter, faster, and more adaptive studies.
Transaction Overview
Under the SPA, NeuroThera will acquire 56,375 CliniQ Shares (the “Purchased Shares”), representing approximately 54.01% of the issued and outstanding ordinary shares of CliniQ from certain shareholders of CliniQ (collectively, the “Selling Shareholders”).
In consideration for the Purchased Shares, NeuroThera will issue an aggregate of 56,600,000 common shares from the capital of NeuroThera (the “Consideration Shares”) to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the volume weighted average trading price of the NeuroThera’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days immediately preceding the date of the determination.
In addition to the Consideration Shares, the Selling Shareholders may be entitled to receive earn-out payments of up to $2,500,000 in the aggregate (the “Earn-Out Payments”), payable in cash and/or common shares of NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of the certain milestones, including $500,000 for each of the first three patent applications filed by CliniQ with the United States Patent and Trademark Office or the European Patent Office, up to a maximum of $1,500,000 in the aggregate filed during the Earn-Out Period (as defined below); and an amount equal to 7.0% of any fundraising proceeds raised by NeuroThera, up to a maximum of $1,000,000 in the aggregate. The Earn-Out Payments, if any, are payable during the three-year period following the closing of the Transaction (the “Earn-Out Period”).
Closing of the Transaction is expected to occur within 30 days following the submission of the application for the Israeli tax ruling to the Israeli Tax Authority, subject to satisfaction or waiver of all closing conditions. The closing of the Transaction is anticipated to be on or about March 31, 2026, unless otherwise agreed by the parties in writing.
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.
About NeuroThera Labs Inc.
NeuroThera Labs Inc. 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 satisfaction or waiver 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, as amended, filed with the SEC on April 24, 2025, 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
Exhibit 99.2
SciSparc: NeuroThera Labs Announces Publication of International Patent in Collaboration with Clearmind Medicine for Novel Therapy Targeting Weight Loss and Fatty Liver Disease
TEL AVIV, Israel, March 12, 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 (CNS) disorders, in which SciSparc holds a controlling interest of approximately 75%, has advanced its collaboration with Clearmind Medicine Inc. with the publication of an international patent application under the Patent Cooperation Treaty (PCT) for a novel combination therapy aimed at treating weight loss and metabolic dysfunction-associated steatotic liver disease (MASLD, formerly known as fatty liver disease).
The patent publication highlights the potential of a 5-methoxy-2-aminoindane (MEAI)-Palmitoylethanolamide (PEA) combination to offer a safe, non-hallucinogenic neuroplastogen treatment for two major global health challenges: obesity, affecting over 890 million adults worldwide, and MASLD, impacting approximately 30% of the global adult population. Moreover, due to the presumed mechanism of action of the combination, this therapeutic option may offer a safer, easier and more cost effective option than GLP-1s agonists for obesity and MASLD.
By combining Clearmind’s MEAI platform with NeuroThera’s PEA, the companies wish to address the escalating demand for effective, tolerable and safe treatments in the obesity and liver health space. This comes at a time when the global weight loss drugs market is experiencing rapid growth, which was valued at approximately $37 billion in 2025 and is forecasted to reach $226 billion by 2035, driven by increasing awareness of obesity as a chronic disease and the need for innovative alternatives to GLP-1 agonists.
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.
About NeuroThera Labs Inc.
NeuroThera Labs Inc. 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 potential benefits and advantages of the potential therapeutic benefits of the MEAI-PEA combination for the treatment of obesity and MASLD; the potential for the MEAI-PEA combination to offer a safer, easier, and more cost-effective alternative to GLP-1 agonists; the presumed mechanism of action of the combination therapy; the anticipated demand for novel treatments in the obesity and liver health space; projections regarding the growth and future value of the global weight loss drugs market; and the Company’s ability to advance the collaboration with Clearmind Medicine Inc. and develop the combination therapy toward commercialization. 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, as amended, filed with the SEC on April 24, 2025, 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 acquisition did SciSparc (SPRC) disclose involving NeuroThera and CliniQuantum?
NeuroThera, 75% owned by SciSparc, agreed to acquire about 54.01% of CliniQuantum by purchasing 56,375 CliniQ shares. In return, NeuroThera will issue 56,600,000 of its common shares, valuing the equity consideration at roughly
How much could CliniQuantum’s sellers earn in additional payments from NeuroThera?
The selling shareholders may receive up to
How will this transaction affect SciSparc’s ownership in NeuroThera Labs?
After the transaction closes, SciSparc’s ownership stake in NeuroThera is expected to decline from approximately
What finder’s fees will NeuroThera pay in connection with the CliniQuantum deal?
In addition to consideration for CliniQuantum shares, NeuroThera will pay finder’s fees by issuing an aggregate of 2,829,999 common shares to certain arm’s length finders. These fees are paid in equity rather than cash, adding further share issuance.
What new patent-related development did NeuroThera and Clearmind Medicine announce?
NeuroThera and Clearmind Medicine announced publication of an international PCT patent application for a MEAI‑PEA combination therapy. The filing targets treatment of obesity and metabolic dysfunction-associated steatotic liver disease, positioning the approach as a potential non‑hallucinogenic alternative to GLP‑1 agonists.
When is the closing of the CliniQuantum acquisition expected to occur?
Closing is expected within 30 days after submission of an Israeli tax ruling application, subject to customary conditions. The parties currently anticipate completion on or about
Filing Exhibits & Attachments
2 documents