SciSparc (SPRC) arranges up to $10M discounted convertible note deal

Rhea-AI Filing Summary

SciSparc Ltd. entered into a side letter amending an existing securities purchase agreement with an institutional investor for up to $10,000,000 in convertible promissory notes. The notes are to be sold at 90% of principal. The side letter lets the company set the principal of the initial note at up to $2,500,000, and SciSparc has issued an initial note with $2,000,000 principal for a $1,800,000 purchase price. The investor will deliver this purchase price after a resale registration statement for the conversion shares and warrant shares is filed with the SEC, and consulting fees owed to the investor may be offset against future purchase prices.

Insights

Capital markets and structured financing analyst

SciSparc sets up a discounted, staged convertible note facility.

SciSparc agrees to issue convertible promissory notes with aggregate principal up to $10,000,000, sold at 90% of face value. A side letter gives the company flexibility to size the initial note, capping it at $2,500,000.

The company has issued an initial note for $2,000,000 principal with a $1,800,000 purchase price. Cash funding of this first tranche is conditioned on filing a resale registration statement for the shares issuable on conversion of the note and exercise of the accompanying warrant.

The arrangement also permits SciSparc to offset amounts owed under a consulting agreement against purchase prices for the initial and future notes. Future filings describing conversions, warrant exercises, or additional note issuances would clarify actual dilution and cash inflows.

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: February 2026 (Report No. 4)

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

Side Letter to Securities Purchase Agreement

On February 12, 2026, SciSparc Ltd (the “Company” or “SciSparc”) entered into a side letter (the “Side Letter”) to that certain Securities Purchase Agreement (the “SPA”) dated February 12, 2026, with an institutional investor (the “Holder”), for the issuance and sale by the Company, from time to time, of convertible promissory notes (the “Notes”), in the aggregate principal amount of up to $10,000,000, for a purchase price of 90% of the principal amount (the “Purchase Price”). Pursuant to the Side Letter, the parties agreed, among others, that notwithstanding Section 1(a) of the SPA, the principal amount of the initial Note to be issued to the Holder upon the execution of the SPA (the “Initial Note”) shall be up to $2,500,000, as determined by the Company in its sole discretion. As such, on February 12, 2026, the Company issued to the Holder an Initial Note for the principal amount of $2,000,000 for a Purchase Price of $1,800,000.

The parties also agreed that any amounts due and payable by the Company to the Holder under the consulting agreement by and between the Company and the Holder dated December 1, 2020, as amended from time to time, may, at the Company’s election, be offset against the Purchase Price payable by the Holder for the Initial Note or any additional Notes under the SPA. The Company also agreed that the Holder would deliver the Purchase Price for the Initial Note upon the filing of a resale Registration Statement covering the ordinary shares, no par value of the Company issuable upon conversion of the Initial Note and exercise of the accompanying warrant, with the Securities Exchange and Commission (the “SEC”).

The description of the Side Letter set forth above is qualified in its entirety by reference to the full text of the document, which is attached hereto as Exhibit 10.1.

This Report of Foreign Private Issuer on Form 6-K (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 and 333-293167) 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.
10.1		Side Letter to Securities Purchase Agreement, dated February 12, 2026, by and between SciSparc Ltd. and L.I.A. Pure Capital Ltd.

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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: February 17, 2026	By:	/s/ Oz Adler
		Name:	Oz Adler
		Title:	Chief Executive Officer and Chief Financial Officer

3

FAQ

What financing agreement did SciSparc Ltd. (SPRC) update in this Form 6-K?

SciSparc updated a securities purchase arrangement through a side letter allowing issuance of convertible promissory notes up to $10,000,000 in aggregate principal. The notes are sold at 90% of face value, providing a structured, discounted funding mechanism with flexibility around the initial note size.

How large is SciSparc’s initial convertible note under the amended agreement?

SciSparc issued an initial convertible promissory note with $2,000,000 principal for a $1,800,000 purchase price. The side letter allows the company to choose any initial principal amount up to $2,500,000, giving discretion over the first tranche of this financing.

When will SciSparc’s investor pay the purchase price for the initial note?

The investor will deliver the $1,800,000 purchase price for the initial note after SciSparc files a resale registration statement with the SEC. That registration must cover the ordinary shares issuable upon note conversion and the shares underlying the accompanying warrant.

Can SciSparc offset consulting fees against future note purchase prices?

Yes. Amounts SciSparc owes the holder under a consulting agreement dated December 1, 2020 may, at the company’s election, be offset against the purchase price for the initial note or any additional notes, effectively settling consulting obligations through reductions in cash funding required from the investor.

What securities will be covered by SciSparc’s planned resale registration statement?

The planned resale registration statement will cover SciSparc’s ordinary shares issuable upon conversion of the initial convertible note and upon exercise of the accompanying warrant. This enables the institutional investor to resell those shares once the SEC declares the registration statement effective.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SIDE LETTER TO SECURITIES PURCHASE AGREEMENT, DATED FEBRUARY 12, 2026, BY AND BE 12.4 KB