Nasdaq warns SciSparc (Nasdaq: SPRC) on equity listing rules breach

Rhea-AI Filing Summary

SciSparc Ltd. reported that Nasdaq has notified the company it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2,500,000. In a prior Form 6-K, SciSparc disclosed stockholders’ equity of approximately $(81,000) as of June 30, 2025, triggering the non-compliance notice.

The company has 45 calendar days, until February 26, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the date of the letter to evidence compliance if the plan is accepted. The notice has no immediate effect on SciSparc’s Nasdaq listing, and its ordinary shares will continue to trade under the symbol SPRC during the grace period. SciSparc expects to show compliance as of December 31, 2025, supported by proceeds from the August 2025 conversion of $4.2 million principal plus accrued interest of debentures dated February 25, 2025 and a registered direct offering in November 2025.

Positive

• None.

Negative

• Nasdaq equity non-compliance and listing risk: SciSparc no longer meets Nasdaq Capital Market Listing Rule 5550(b)(1) requiring $2,500,000 in stockholders’ equity, after reporting approximately $(81,000) equity as of June 30, 2025, creating a clear risk around continued listing if compliance is not restored within the allowed timeframe.

Insights

Equity & Listing Standards Analyst

Nasdaq equity non-compliance creates listing risk, partly offset by recent capital actions.

SciSparc has been notified by Nasdaq that it no longer meets the minimum stockholders’ equity requirement of $2,500,000 under Listing Rule 5550(b)(1). The company previously reported stockholders’ equity of about $(81,000) as of June 30, 2025, indicating a deficit rather than positive equity. This gap between required and reported equity is substantial and introduces clear risk around the company’s continued listing on the Nasdaq Capital Market.

Under Nasdaq rules, SciSparc has 45 calendar days, until February 26, 2026, to submit a compliance plan and could receive up to 180 calendar days from the date of the letter to demonstrate compliance if the plan is accepted. The company states that it expects to meet the stockholders’ equity requirement as of December 31, 2025, citing proceeds from the August 2025 conversion of $4.2 million principal plus accrued interest on debentures dated February 25, 2025 and a registered direct offering in November 2025. The actual impact for investors will depend on whether Nasdaq accepts the plan and whether subsequent reported equity levels confirm compliance.

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 January 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

On January 12, 2026, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report and is incorporated by reference herein.

This Report of Foreign Private Issuer on Form is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791) 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.
99.1		Press release issued by SciSparc Ltd. titled “SciSparc Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance.”

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: January 12, 2026	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

3

Exhibit 99.1

SciSparc Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance

TEL AVIV, Israel, Jan. 12, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a company engaged in clinical-stage pharmaceutical developments through its majority-owned subsidiary NeuroThera Labs Inc., announced today that it has received a written notification (the “Notification Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, listing Rule 5550(b)(1), due to its failure to maintain a minimum of $2,500,000 in stockholders’ equity. In the Company’s Form 6-K dated November 18, 2025, the Company reported stockholders’ equity of approximately $(81,000) as of June 30, 2025.

In accordance with Nasdaq rules, the Company has 45 calendar days, or until February 26, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the letter to evidence compliance. The Notification Letter has no immediate effect on the Company’s listing on the Nasdaq Capital Market, and during the grace period, as may be extended, the Company’s ordinary shares will continue to trade on Nasdaq under the symbol “SPRC”.

The Company expects that it will be able to demonstrate compliance with the Nasdaq stockholders’ equity requirement as of December 31, 2025 following the proceeds received from the conversion in August 2025 of the principal amount of $4.2 million and accrued interest of debentures dated February 25, 2025 and pursuant to the Company’s registered direct offering in November 2025.

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.

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 regaining compliance with Nasdaq’s continued listing requirements, the timing and effect thereof. The acquisition of the intellectual property assets described in this press release is subject to customary closing conditions, including any required regulatory approvals. 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

Why did SciSparc (SPRC) receive a Nasdaq non-compliance notice?

SciSparc received a notice from Nasdaq because it no longer meets the Nasdaq Capital Market’s minimum stockholders’ equity requirement of $2,500,000 under Listing Rule 5550(b)(1). The company had previously reported stockholders’ equity of about $(81,000) as of June 30, 2025.

Does the Nasdaq notification immediately affect SciSparc (SPRC) trading on the Nasdaq Capital Market?

The notification has no immediate effect on SciSparc’s listing. During the grace period, which may be extended by Nasdaq, the company’s ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol SPRC.

How long does SciSparc (SPRC) have to regain compliance with Nasdaq equity rules?

SciSparc has 45 calendar days from the date of the notification, or until February 26, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the date of the letter for the company to evidence compliance.

How does SciSparc expect to meet Nasdaq’s stockholders’ equity requirement?

SciSparc expects to demonstrate compliance as of December 31, 2025, based on proceeds from the August 2025 conversion of $4.2 million principal plus accrued interest of debentures dated February 25, 2025, together with proceeds from a registered direct offering completed in November 2025.

What is SciSparc (SPRC)’s business focus mentioned in this report?

SciSparc, through its majority-owned subsidiary NeuroThera Labs Inc., engages in clinical-stage pharmaceutical developments focused on cannabinoid-based drug candidates. Programs include SCI-110 for Tourette syndrome and Alzheimer’s disease and agitation, and SCI-210 for ASD and status epilepticus, as well as a business selling hemp seed oil-based products on the Amazon.com Marketplace.

Does SciSparc’s filing include any forward-looking statements about regaining Nasdaq compliance?

Yes. SciSparc includes forward-looking statements regarding its intention and expectation to regain compliance with Nasdaq’s continued listing requirements and notes that such statements are subject to risks and uncertainties described in its Form 20-F and other SEC filings.