SciSparc Ltd 6-K, filed Oct 15, 2025

SciSparc Ltd. (SPRC)

6-K 2025-10-15 For: 2025-10-15

Added on April 11, 2026

About this 6-K

SciSparc Ltd filed this 6-K on October 15, 2025.

Exhibit		Description of Exhibit
99.1*		Asset and Share Purchase Agreement, dated as of October 9, 2025, by and between SciSparc Ltd. and Miza III Ventures Inc.
99.2		Press Release issued by SciSparc Ltd., dated October 15, 2025, titled “SciSparc Enters into Definitive Agreement for the Acquisition of a Publicly Traded Company on the TSXV to which it will transfer its Advanced Clinical Stage Pharmaceutical Portfolio”.

*		Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

	SciSparc Ltd.

Date: October 15, 2025	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

Part 1 INTERPRETATION		1

1.1	Definitions	1
1.2	Schedules	9
1.3	Interpretation	9
1.4	Governing Law	10
1.5	Severability	10
1.6	Entire Agreement	10
1.7	Waiver	10

Part 2 Purchase and Sale AND RELATED TRANSACTIONS		10

2.1	Purchase	10
2.2	Retention of Liabilities	11
2.3	Consideration	11
2.4	Assignment of Rights to the Purchased Assets	11
2.5	Allocation of Purchase Price	11
2.6	Third Party Consents	12
2.7	Reconstitution of Board and Management	12
2.8	Name Change	12
2.9	Finders’ Fees	12

Part 3 Representations and Warranties of the Vendor		13

3.1	Representations and Warranties of the Vendor	13
3.2	Survival of Representations and Warranties of the Vendor	19
3.3	Reliance	19

Part 4 Representations and Warranties of The Purchaser		19

4.1	Representations and Warranties of the Purchaser	19
4.2	Fees	23
4.3	Other Representations	23
4.4	Survival	23
4.5	Reliance	24

Part 5 Covenants		24

5.1	Covenants of the Vendor	24
5.2	Covenants of the Purchaser	27
5.3	Mutual Covenants	30
5.4	Alternative Transaction	30
5.5	Facilitation of Transaction	31
5.6‎	Straddle Periods.	32
5.7	Confidentiality	32
5.8	Public Announcements	33
5.9	Notification for Certain Matters	33
5.10	Consents	34
5.11	Vendor Financial Statements	34

Part 6 Closing		34

6.1	Closing Date and Location	34
6.2	Closing	34
6.3	Deliveries by Purchaser at Closing	35
6.4	Deliveries by Vendor at Closing	36

Part 7 MUTUAL CONDITIONS PRECEDENT		37

7.1	Mutual Conditions Precedent	37
7.2	Notice and Cure Provisions	37

Part 8 PURCHASER’S Conditions Precedent		38

8.1	Purchaser’s Conditions	38
8.2	Waiver	38

Part 9 VENDOR’S Conditions Precedent		39

9.1	Vendor’s Conditions	39
9.2	Waiver	39

Part 10 FURTHER ASSURANCES		39

10.1	Further Assurances	39

Part 11 Indemnities		40

11.1	Indemnification of Purchaser by Vendor	40
11.2	Claims Under Vendor’s Indemnities	40
11.3	Indemnification Limitations	41
11.4	Indemnification of Vendor by Purchaser	42
11.5	Claims Under Purchaser’s Indemnities	42
11.6	Survival of Indemnities	43
11.7	Indemnification Limitations	43

Part 12 TERMINATION, AMENDMENT AND WAIVER		44

12.1	Termination by the Purchaser	44
12.2	Termination by the Vendor	44
12.3	Effect of Termination	44
12.4	Amendment	44
12.5	Extension and Waiver	44

Part 13 General		45

13.1	Expenses	45
13.2	Arbitration	45
13.3	Time	45
13.4	Notices	45
13.5	Further Assurances	46
13.6	Enurement	46
13.7	Assignment	46
13.8	Counterparts	47
13.9	Severability	47
13.10	Entire Understanding	47
13.11	Binding Effect; No Third Party Beneficiaries	47
13.12	Language	47

Schedule A INTELLECTUAL PROPERTY ASSETS		a-1

Schedule B FORM OF CONTINGENT RIGHT CERTIFICATE		B-1

Schedule C form of convertible NOTE		C-1

Schedule D ASSET ACQUISITION STATEMENT		D-1

	Schedule A	Intellectual Property Assets
	Schedule B	Form of Contingent Right Certificate
	Schedule C	Form of Convertible Note
	Schedule D	Asset Acquisition Statement