6-K
SciSparc Ltd. (SPRC)
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 RaulWallenberg Street, Tower A,
TelAviv 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 SecuritiesPurchase 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.
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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 |
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Exhibit 10.1
SIDE LETTER TO SECURITIES PURCHASE AGREEMENT
This Side Letter (this “Side Letter”) dated as of February 12, 2026, is entered into by and between SciSparc Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and L.I.A. Pure Capital Ltd. (the “Buyer”).
Capitalized terms used but not otherwise definedherein shall have the meanings ascribed to them in the SPA (as defined below).
WHEREAS, the Company and the Buyer are parties to that certain Securities Purchase Agreement, dated as of February 12, 2026 (the “SPA”), pursuant to which the Company may issue and sell to the Buyer, and the Buyer may purchase from the Company, from time to time, Convertible Notes, in an aggregate principal amount of up to $10,000,000;
WHEREAS, pursuant to Section 1(a) of the SPA, the Company agreed to issue and sell to the Buyer an Initial Note in the principal amount of $2,500,000 for a purchase price of $2,025,000 at the Initial Closing;
WHEREAS, the parties desire to modify certain terms applicable to the Initial Note as set forth herein; and
WHEREAS, pursuant to Section 8(f) of the SPA, no provision of the SPA may be amended other than by an instrument in writing signed by the party to be charged with enforcement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Notwithstanding Section 1(a) of the SPA, the principal amount of the Initial Note shall be up to $2,500,000,<br>as determined by the Company in its sole discretion. The Purchase Price for the Initial Note shall equal ninety percent (90%) of the actual<br>principal amount of the Initial Note as determined by the Company. |
|---|---|
| 2. | Notwithstanding Section 1(b) and Section 6(b) of the SPA, the Buyer’s obligation to pay the Purchase<br>Price for the Initial Note shall be conditioned upon, and shall become due and payable upon, the Company’s filing of a Registration Statement<br>on Form F-3 (or such other form as is available for such registration) with the SEC covering the resale of the Conversion Shares and Warrant<br>Shares issuable pursuant to the Initial Note and the accompanying Warrant. |
| --- | --- |
| 3. | Notwithstanding any provision of the SPA to the contrary, any amounts due and payable by the Company to<br>the Buyer under the consulting agreement by and between the Company and the Buyer may, at the Company’s election, be offset against the<br>Purchase Price payable by the Buyer for the Initial Note or any Additional Notes under the SPA. The Company shall provide the Buyer with<br>written notice of its election to apply any such offset, together with reasonable documentation evidencing the amounts being offset, prior<br>to or concurrent with the Buyer’s payment of the Purchase Price. Any such offset shall reduce the cash amount payable by the Buyer<br>to the Company for such Convertible Note on a dollar-for-dollar basis. |
| --- | --- |
| 4. | Except as expressly modified by this Side Letter, all terms and conditions of the SPA shall remain in<br>full force and effect. In the event of any conflict between the terms of this Side Letter and the terms of the SPA, the terms of this<br>Side Letter shall control. |
| --- | --- |
| 5. | This Side Letter may be executed in two or more counterparts, all of which shall be considered one and<br>the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. |
| --- | --- |
[REMAINDER PAGE INTENTIONALLYLEFT BLANK]
IN WITNESS WHEREOF *,*the Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.
| COMPANY: | |
|---|---|
| SCISPARC LTD. | |
| By: | /s/ Oz Adler |
| Name: | Oz Adler |
| Title: | Chief Executive Officer |
| By: | /s/ Itschak Shrem |
| Name: | Itschak Shrem |
| Title: | Chairman of the Board of Directors |
| BUYER: | |
| --- | --- |
| L.I.A. PURE CAPITAL LTD. | |
| By: | /s/ Kfir Zilberman |
| Name: | Kfir Zilberman |
| Title: | Chief Executive Officer |