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SciSparc (NASDAQ: SPRC) backs NeuroThera in C$5.4M raise

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

SciSparc Ltd. (SPRC) reported that it invested in a financing round for its majority-owned subsidiary, NeuroThera Labs Inc. NeuroThera completed two tranches of non-brokered private placements raising C$5.4 million in gross proceeds.

SciSparc subscribed for 22,500,000 units at C$0.12 per unit, for a total investment of C$2.7 million. Each unit includes one NeuroThera common share and one warrant with an exercise price of C$0.16 per share, exercisable for 36 months. If NeuroThera’s shares are approved for listing on the Nasdaq Stock Market, the expiry date of 50% of unexercised warrants may be accelerated after written notice. Following the financing, SciSparc holds approximately 44.6% of NeuroThera’s issued and outstanding common shares, and states that its stake is valued at about C$30 million. NeuroThera plans to use the net proceeds for general working capital and other corporate and administrative expenses.

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Private placement proceeds C$5.4 million Aggregate gross proceeds raised by NeuroThera in non-brokered private placements
SciSparc investment C$2.7 million Amount SciSparc invested, representing 50% of the total gross proceeds
Units subscribed by SciSparc 22,500,000 units Number of NeuroThera units purchased by SciSparc at C$0.12 per unit
Unit price C$0.12 per unit Subscription price per NeuroThera unit in the financing
Warrant exercise price C$0.16 per share Exercise price for NeuroThera common share purchase warrants in each unit
Warrant term 36 months Period during which NeuroThera warrants are exercisable from the closing date
SciSparc ownership in NeuroThera 44.6% Approximate percentage of NeuroThera issued and outstanding common shares held after financing
Reported value of SciSparc stake C$30 million Approximate value SciSparc attributes to its stake in NeuroThera following financing
non-brokered private placements financial
"has completed two tranches of non-brokered private placements, raising aggregate gross"
A non-brokered private placement is a direct sale of a company’s shares or other securities to selected investors without using a broker or dealer as a middleman. It matters to investors because it can be a faster, cheaper way for a company to raise money but may dilute existing holders, involve fewer safeguards and resale restrictions, and limit who can buy the securities—think of a company selling concert tickets straight to friends instead of through a ticket agent.
units financial
"entered into a subscription agreement for units with its subsidiary NeuroThera"
Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.
common share purchase warrant financial
"each unit consisting of one common share of NeuroThera and one common share purchase warrant"
A common share purchase warrant is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s common stock at a specified price within a set period. Think of it like a coupon for future shares: if the stock rises above the coupon price it can boost returns for the holder, but when used it increases the number of outstanding shares and can reduce each existing shareholder’s ownership and affect the company’s cash position.
exercise price financial
"The exercise price of each Warrant is C$0.16 per Share"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Nasdaq Stock Market financial
"upon the securities of NeuroThera being approved for trading on the Nasdaq Stock Market"
The Nasdaq Stock Market is a place where many companies' shares are bought and sold, functioning like a marketplace for investing in businesses. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping people grow their wealth or fund business growth. Known for hosting many technology and innovative companies, it is a key indicator of the health of those sectors.
forward-looking statements financial
"This press release contains forward-looking statements within the meaning of the"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What transaction did SciSparc (SPRC) announce involving NeuroThera Labs?
SciSparc announced that subsidiary NeuroThera Labs completed C$5.4 million in non-brokered private placements. SciSparc participated by subscribing for units, increasing its position in NeuroThera and helping fund the subsidiary’s general working capital and corporate and administrative expenses.

How much did SciSparc (SPRC) invest in NeuroThera and on what terms?
SciSparc invested C$2.7 million in NeuroThera, representing 50% of the total financing. It subscribed for 22,500,000 units at C$0.12 per unit, each unit containing one NeuroThera common share and one common share purchase warrant exercisable at C$0.16 per share.

What ownership stake in NeuroThera does SciSparc (SPRC) hold after the financing?
Following the financing, SciSparc holds approximately 44.6% of NeuroThera’s issued and outstanding common shares. Based on this position, SciSparc states that its stake in NeuroThera is valued at approximately C$30 million, reflecting the implied valuation from the completed private placements.

How are the NeuroThera warrants held by SciSparc structured?
Each unit purchased by SciSparc includes a warrant exercisable at C$0.16 per NeuroThera share for 36 months. If NeuroThera’s securities are approved for trading on the Nasdaq Stock Market, the expiry of 50% of unexercised warrants may be accelerated after three business days’ written notice.

What will NeuroThera use the C$5.4 million raised for, according to SciSparc (SPRC)?
NeuroThera intends to use the net proceeds of the C$5.4 million financing for general working capital and other corporate and administrative expenses. This supports ongoing operations as NeuroThera advances its clinical-stage pharmaceutical programs targeting central nervous system and other underserved conditions.

How does SciSparc (SPRC) describe the value of its stake in NeuroThera after the transaction?
SciSparc states that its post-financing stake in NeuroThera, representing about 44.6% of common shares, is valued at approximately C$30 million. This figure is linked to the completed private placement pricing and reflects SciSparc’s reported assessment of its indirect asset value.

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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 August 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 August 13, 2026, SciSparc Ltd. (the “Company”) entered into a subscription agreement for units (the “Agreement”) with its subsidiary NeuroThera Labs Inc. (“NeuroThera”), pursuant to which on August 15, 2026 (the “Closing Date”) NeuroThera issued and sold 22,500,000 units (the “Units”) to the Company at a purchase price of C$0.12 per Unit. The Units were offered and sold as part of a C$5.4 million private placement financing with certain eligible investors (the “Offering”). Each Unit consists of one common share of NeuroThera (the “Share”) and one Share purchase warrant (the “Warrant”). The exercise price of each Warrant is C$0.16 per Share and the Warrants are exercisable for 36 months from Closing Date, provided that, in the event the Shares of NeuroThera are approved for listing on the Nasdaq Stock Market, NeuroThera shall be entitled to accelerate the expiry date of 50% of the then unexercised Warrants upon written notice of such acceleration to SciSparc.

 

The description of the Agreement 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.

 

On August 18, 2026, the Company issued a press release titled “SciSparc: Subsidiary NeuroThera Labs Completes C$5.4 Million Financing with SciSparc’s Stake Valued at Approximately C$30 Million.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (the “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 Securities and Exchange Commission 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.   Description
10.1   Subscription Agreement for Units, dated August 13, 2026, by and among NeuroThera Labs Inc. and SciSparc Ltd.
99.1   Press release issued by SciSparc Ltd. titled “SciSparc: Subsidiary NeuroThera Labs Completes C$5.4 Million Financing with SciSparc’s Stake Valued at Approximately C$30 Million.”

 

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: /s/ Oz Adler
  Name:  Oz Adler
  Title: Chief Executive Officer and
Chief Financial Officer

 

Date: August 18, 2026 

 

3

 

Exhibit 99.1

 

 

 

SciSparc: Subsidiary NeuroThera Labs Completes C$5.4 Million Financing with SciSparc’s Stake Valued at Approximately C$30 Million

  

 

 

SciSparc Invests C$2.7 million and holds approximately 44.6% of NeuroThera’s issued and outstanding common shares following the financing

 

TEL AVIV, Israel, Aug. 18, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), today announced that its majority-owned subsidiary, NeuroThera Labs Inc. (TSXV: NTLX) (“NeuroThera”), a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system disorders, has completed two tranches of non-brokered private placements, raising aggregate gross proceeds of C$5.4 million.

 

SciSparc participated in the financing with a C$2.7 million investment, representing 50% of the total gross proceeds raised. SciSparc subscribed for 22,500,000 units at a price of C$0.12 per unit, with each unit consisting of one common share of NeuroThera and one common share purchase warrant. The warrants are exercisable for three years and are subject to an acceleration provision whereby, upon the securities of NeuroThera being approved for trading on the Nasdaq Stock Market, the expiry date of 50% of the unexercised warrants will be accelerated and NeuroThera will provide three business days advance written notice to holders of such accelerated expiry date.

 

Following the financing, SciSparc will hold approximately 44.6% of NeuroThera’s issued and outstanding common shares, SciSparc’s stake in NeuroThera is valued at approximately C$30 million.

 

NeuroThera intends to use the net proceeds from the financing for general working capital purposes and other corporate and administrative expenses.

 

About SciSparc Ltd. (Nasdaq: SPRC):

 

The Company, through its majority-owned subsidiary NeuroThera, 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, is 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 autism spectrum disorder and status epilepticus. The Company, through NeuroThera, 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 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 intended use of proceeds by NeuroThera from its financing. 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, filed with the SEC on April 29, 2026, 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

 

 

Source: View Original Filing on SEC EDGAR

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