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filed with the SEC to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or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.
EXHIBIT INDEX
| Exhibit No. |
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| 99.1 |
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Press release issued by SciSparc Ltd. titled “SciSparc Announces Receipt of Nasdaq Notification of Minimum Stockholders’ Equity Non-Compliance.” |
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.
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SciSparc Ltd. |
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| Date: January 12, 2026 |
By: |
/s/ Oz Adler |
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Name: |
Oz Adler |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
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
