SciSparc Ltd F-3/A, filed Aug 19, 2026
SciSparc Ltd. (SPRC)
As filed with the Securities and Exchange Commission on August 19, 2026
Registration No. 333-293533
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SCISPARC LTD.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| State of Israel | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
Tel: (+972) (3) 717-5777
(Address and telephone number of registrant’s principal executive offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, address, and telephone number of agent for service)
Copies to:
| Dr. Shachar Hadar, Adv. Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100 |
Oded Har-Even, Esq. Howard E. Berkenblit, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 660-3000 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, DATED AUGUST 19, 2026 |
SCISPARC LTD.
Up to 2,559,736 Ordinary Shares
This prospectus relates to the resale, by the selling shareholders identified in the table on page 12 of this prospectus, or the Selling Shareholders, or their permitted assigns, of up to 2,559,736 ordinary shares, no par value, or the Ordinary Shares, of SciSparc Ltd., consisting of: (i) 2,040,964 Ordinary Shares issuable upon the conversion of the Initial Promissory Note (as defined below) held by the Notes Investor (as defined below), based on a conversion price of $1.107, (ii) 405,728 Ordinary Shares issuable upon the exercise of a warrant to purchase Ordinary Shares held by the Notes Investor issued in connection with the Initial Promissory Note, or the Warrant, and (iii) 113,044 Ordinary Shares issuable upon the exercise of a pre-funded warrant to purchase Ordinary Shares held by Xylo (as defined below), or the Pre-Funded Warrant. The Notes Investor is the sole shareholder of Xylo. The Ordinary Shares underlying the Initial Promissory Note, the Warrant and the Pre-Funded Warrant are referred to herein as the Note Shares, the Warrant Shares and the Pre-Funded Warrant Shares, respectively, and collectively as the Registered Shares.
On February 12, 2026, we entered into a securities purchase agreement, or the SPA, with an institutional investor, or the Notes Investor, who is named as a Selling Shareholder. Pursuant to the SPA, we may issue and sell, from time to time to a Selling Shareholder, convertible promissory notes, or the Promissory Notes, in the aggregate principal amount of up to $10 million, or the Subscription Amount, for an aggregate purchase price of $9 million (90% of the Subscription Amount, assuming the full purchase of the Subscription Amount). Upon the signing of the SPA on February 12, 2026, or the Initial Closing, we issued to the Notes Investor a Promissory Note in the principal amount of $2.0 million, for a purchase price of $1.8 million, or the Initial Promissory Note, which, pursuant to a side letter entered into by the Company and the Notes Investor on February 12, 2026, was paid upon the filing of the Registration Statement of which this prospectus forms a part, and the accompanying Warrant.
Subject to the conditions in the SPA, beginning on April 1, 2026, we may request, at our sole discretion, that the Notes Investor purchase additional Promissory Notes, or the Additional Promissory Notes, each in the principal amount of up to $2.5 million, with a purchase price payable in cash and equal to 90% of such principal amount, during each subsequent three-month period, or a Quarter. Notwithstanding the foregoing, if at any time after the Initial Closing, the daily trading volume of the Company’s Ordinary Shares is at least 150% of the amount of Ordinary Shares then outstanding, then the Company may request, at its sole discretion, that the Notes Investor purchase Additional Promissory Notes, provided that the aggregate principal amount of all Promissory Notes purchased pursuant to the SPA shall not exceed the Subscription Amount. Any Ordinary Shares issued or issuable upon the conversion of any Additional Promissory Notes purchased by the Notes Investor or upon the exercise of any accompanying warrant (as described below), will be registered for resale in a separate registration statement, following the actual issuance of each such Additional Promissory Note and warrant.
On January 8, 2026, we entered into an asset purchase agreement, or the APA, pursuant to which the at the closing, on January 26, 2026 we acquired the complete portfolio of patents, trademarks, know-how, brand names and related intellectual property rights, including unregistered intellectual property rights, owned by XYLO Technologies Ltd. or Xylo, who is named as a Selling Shareholder. In consideration for these acquired assets, at the closing we issued to Xylo the Pre-Funded Warrant.
No Ordinary Shares are being registered hereunder for sale by us. While we will not receive any proceeds from the sale of the Note Shares, the Warrant Shares or the Pre-Funded Warrant Shares by the Selling Shareholders, we received the proceeds of the Initial Promissory Note and we may receive cash proceeds equal to the total exercise price of the Warrant and Pre-Funded Warrant to the extent that the Warrant and/or the Pre-Funded Warrant is exercised using cash. Pursuant to the terms of the Initial Promissory Note, the conversion rate of each Note Share is the lower of (i) $5.517, or the Fixed Price, which was the closing price of our Ordinary Shares on the Nasdaq Capital Market on February 11, 2026, the last trading day immediately prior to the Initial Closing, or (ii) 88% of the lowest daily volume weighted average price, or VWAP, during the 20 consecutive trading days immediately preceding the applicable date of conversion or other date of determination, or the Variable Price, provided that the Variable Price may not be lower than the floor price of $1.107, or the Floor Price, which is equal to 20% of the Fixed Price, subject to certain adjustments as provided in the Initial Promissory Note. The current exercise price of the Warrant and Pre-Funded Warrant is $4.929 per Warrant Share and $0.009 per Pre-Funded Warrant Share. See “Use of Proceeds” on page 9 of this prospectus. The Selling Shareholders may sell all or a portion of their Registered Shares from time to time in market transactions through any market on which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution” on page 14 of this prospectus.
Our Ordinary Shares are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SPRC”. On August 18, 2026, the last reported sale price of the Ordinary Shares was $6.51. There is no established market for the Initial Promissory Note, the Warrant or the Pre-Funded Warrant and we do not intend to apply to list the Initial Promissory Note, the Warrant or the Pre-Funded Warrant on any securities exchange or other nationally recognized trading system.
AN INVESTMENT IN OUR SECURITIES INVOLVES RISKS. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 4 OF THIS PROSPECTUS AND IN OUR ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025.
Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026
TABLE OF CONTENTS
i
You should rely only on the information contained in this prospectus, including information incorporated by reference herein, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.
We are incorporated under the laws of the State of Israel and our registered office and domicile is located in Tel Aviv, Israel. Moreover, none of our directors or senior management are residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against them judgments obtained in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the federal securities laws of the United States. We have been informed by our legal counsel in Israel, Meitar | Law Offices, that it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. See “Enforceability of Civil Liabilities” for additional information.
For investors outside of the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
In this prospectus, “we,” “us,” “our,” the “Company” and “SciSparc” refer to SciSparc Ltd.
Our reporting currency and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus to “dollars” or “$” mean U.S. dollars.
All historical quantities of Ordinary Shares and per share data presented herein give retroactive effect to our 1-for-21 reverse share split of our issued and outstanding Ordinary Shares effected prior to the start of trading on Nasdaq on July 3, 2025, and to our 1-for-9 reverse share split of our issued and outstanding Ordinary Shares effected prior to the start of trading on Nasdaq on March 4, 2026.
This prospectus incorporates by reference statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such publications.
We report under International Financial Reporting Standards as issued by the International Accounting Standards Board, or the IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.
ii
We are a specialty clinical-stage pharmaceutical company. Our focus is creating and enhancing a portfolio of technologies and assets based on cannabinoid therapies. With this focus, through our majority owned subsidiary NeuroThera Labs Inc., or NeuroThera, we are currently engaged in the following development programs based on Δ9-tetrahydrocannabinol, or THC, and/or non-psychoactive cannabidiol, or CBD, and/or other cannabinoid receptors, agonists: SCI-110 for the treatment of Tourette syndrome, or TS, and for the treatment of Alzheimer’s disease and agitation; and SCI-210 for the treatment of Autism Spectrum Disorder, or ASD, and Status Epilepticus, or SE. We also have a majority-owned subsidiary, held by NeuroThera, whose business focuses on the sale of hemp seed oil-based products and others on the Amazon Marketplace.
SCI-110 is a proprietary drug candidate based on two components: (1) THC, which is the major cannabinoid molecule in the cannabis plant, and (2) CannAmide™, a proprietary Palmitoylethanolamide, or PEA, formulation. PEA is an endogenous fatty acid amide that belongs to the class of nuclear factor agonists, which are molecules that regulate the expression of genes. We believe that the combination of THC and PEA may induce a reaction known as the “sparing effect,” which has strong potential to treat various diseases of the central nervous system such as TS and Alzheimer’s disease and agitation.
SCI-210 is a proprietary drug candidate based on two components: (1) CBD, and (2) CannAmide™. We believe that the combination of CBD and PEA may also induce a sparing effect reaction, which has strong potential to treat various diseases such as ASD and SE.
Our Ordinary Shares are listed on the Nasdaq under the symbol “SPRC”. Our principal executive offices are located at 20 Raul Wallenberg St., Tower A, 2nd Floor, Tel Aviv 6971916 Israel. Our telephone number in Israel is: (+972) (3) 717 5777. Our website address is http://www.scisparc.com. The information contained on our website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus.
Transactions with the Selling Shareholders
Xylo Acquisition of Intellectual Property Assets
On January 8, 2026, we entered into the APA with Xylo, pursuant to which on January 26, 2026, we acquired a portfolio of patents, trademarks, know-how, and related intellectual property rights primarily associated with the MUSE™ system for innovative endoscopic systems and medical cameras. In consideration for these acquired assets, we issued to Xylo the Pre-Funded Warrant. Xylo may not exercise any portion of the Pre-Funded Warrant, if such exercise would result in its beneficial ownership to exceed 9.99% of our outstanding Ordinary Shares. The Notes Investor is the sole shareholder of Xylo.
Convertible Notes Securities Purchase Agreement
On February 12, 2026, we entered into the SPA with the Notes Investor. The SPA provides that, upon the terms and subject to the conditions set forth therein, we may issue and sell to the Notes Investor, from time to time as provided therein, Promissory Notes for the Subscription Amount, which may be convertible into Ordinary Shares, for an aggregate purchase price of $9 million (90% of the Subscription Amount). On the Initial Closing, the Notes Investor purchased from us the Initial Promissory Note. Pursuant to a side letter entered into by the Company and the Holder on February 12, 2026, the Company agreed that the Holder deliver the purchase price for the Initial Note upon the filing of the Registration Statement of which this prospectus forms a part.
1
Subject to the conditions in the SPA, beginning on April 1, 2026, we may request that the Notes Investor purchase Additional Promissory Notes, each in the principal amount of up to $2.5 million, during each Quarter. Notwithstanding the foregoing, if at any time after the Initial Closing, the daily trading volume of the Company’s Ordinary Shares is at least 150% of the amount of Ordinary Shares then outstanding, then the Company may request, at its sole discretion, that the Notes Investor purchase Additional Promissory Notes, provided that the aggregate principal amount of all Promissory Notes purchased pursuant to the SPA shall not exceed the Subscription Amount. Any Additional Promissory Notes will be issued on the same terms.
In addition, under the terms and conditions of the SPA, concurrently with the issuance of each Promissory Note, the Company shall issue to the Notes Investor, for no additional consideration, an accompanying warrant, to purchase the Ordinary Shares, representing a warrant coverage of 100% of the maximum number of Ordinary Shares issuable upon conversion of each such Promissory Note (calculated based on the then applicable Variable Price) at an exercise price equal to the Variable Price of the accompanying Promissory Note. Thus, at the Initial Closing, the Company issued to the Notes Investor, the Warrant to purchase up to 405,728 Ordinary Shares. The Warrant is exercisable upon issuance at an exercise price of $4.929 and has a term of 3 years from the issuance date, or February 12, 2029.
The exercise of the Warrant is the Notes Investor’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment Premium (each as defined in the Promissory Note), if applicable, regardless of whether the value realized from the Warrant and/or the Ordinary Shares issued upon conversion of the Note is less than the then outstanding due Principal Amount, Interest, and if applicable, the Payment Premium.
The outstanding principal amount and accrued interest under the Promissory Notes are to be repaid in ten equal monthly installments beginning on the eighteenth month anniversary of the issuance date thereof, unless repaid earlier (partially or in full) at our option or if extended at the option of the Notes Investor. Thus, the Initial Promissory Note is to be repaid in ten equal monthly installments, commencing on August 12, 2027. The principal amount under the Promissory Notes bears an annual interest rate of 4% (which will increase to 14% upon an event of default, as defined in the Promissory Note).
The outstanding amount of the principal and any accrued interest due under the Promissory Notes is convertible (partially or in full) into Ordinary Shares, at the option of the Notes Investor at any time after the Issuance Date, at a conversion price equal to the lower of (i) the Fixed Price or (ii) the Variable Price, provided that the Variable Price may not be lower than the Floor Price. The Notes Investor’s option to convert the outstanding amount due is subject to the limitation that the conversion may not result in the Notes Investor’s beneficial ownership exceeding 4.99% of the Company’s outstanding Ordinary Shares.
2
| Ordinary Shares currently outstanding: | 580,973 Ordinary Shares. | |
| Ordinary Shares offered by the Selling Shareholders Hereby: | Up to 2,559,736 Ordinary Shares consisting of the Note Shares, the Warrant Shares and the Pre-Funded Warrant Shares. | |
| Ordinary Shares to be outstanding assuming the full conversion of the Initial Promissory Note and full exercise of the Warrant and Pre-Funded Warrant: | 3,140,709 Ordinary Shares. | |
| Use of proceeds: |
We will not receive any proceeds from the sale of the Registered Shares by the Selling Shareholders. The Selling Shareholders will receive all of the proceeds from the sale of any Registered Shares sold by them pursuant to this prospectus. However, we received the proceeds of the Initial Promissory Note and we may receive cash proceeds equal to the total exercise price of the Warrant and/or Pre-Funded Warrant to the extent that the Warrant and/or Pre-Funded Warrant are exercised using cash.
We intend to use the proceeds from any cash exercise of the Warrant and/or Pre-Funded Warrant for working capital and other general corporate purposes. See “Use of Proceeds.” | |
| Risk factors: | Investing in our securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 4 of this prospectus, and “Item 3. - Key Information – D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, or the 2025 Annual Report, incorporated by reference herein, and other information included in or incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in our securities. | |
| Nasdaq symbol: | Our Ordinary Shares are listed on the Nasdaq under the symbol “SPRC”. We do not intend to apply to list the Note, the Warrant or the Pre-Funded Warrant on any securities exchange or other nationally recognized trading system. |
The number of Ordinary Shares to be outstanding prior to and immediately after this offering as shown above is based on 580,973 Ordinary Shares outstanding as of August 19, 2026. This number excludes:
| ● | 36 Ordinary Shares issuable upon the exercise of options outstanding under our 2015 Share Option Plan, at a weighted average exercise price of $31,427 per share; |
| ● | 42,083 Ordinary Shares issuable upon the vesting of restricted share units outstanding under our 2023 Share Option Plan; |
| ● | 58,371 Ordinary Shares reserved for issuance and available for future grant under our 2023 Share Option Plan; | |
| ● | 26,909 Ordinary Shares reserved for issuance under the standby equity purchase agreement, or the SEPA; |
| ● | 1,443 Ordinary Shares issuable upon the exercise of certain other outstanding warrants, with an exercise price of $12,924 per Ordinary Share; and |
| ● | 70 Ordinary Shares issuable upon the exercise of certain other outstanding pre-funded warrants, with an exercise price of $4.91 per Ordinary Share. |
3
Investing in our securities involves risks. Please carefully consider the risk factors described below and those contained in our periodic reports filed with the Securities and Exchange Commission, or the SEC, including those set forth under the caption “Item 3. Key Information - D. Risk Factors” in our 2025 Annual Report, which is incorporated by reference into this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. You should be able to bear a complete loss of your investment.
Risks Related to an Investment in our Securities and this Offering
Sales of a substantial number of our Ordinary Shares in the public market, including the resale of the Registered Shares issuable to the Selling Shareholders, or by our existing shareholders, could cause our share price to fall.
We are registering for resale up to 2,559,736 Ordinary Shares issuable to the Selling Shareholders upon conversion of the Initial Promissory Note or upon exercise of the Warrant and/or Pre-Funded Warrant, as applicable. Sales of a substantial number of our Ordinary Shares in the public market, or the perception that these sales might occur, could depress the market price of our Ordinary Shares and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Ordinary Shares.
Our management will have immediate and broad discretion as to the use of the net proceeds from the exercise of the Warrant and/or Pre-Funded Warrant, if any, and may not use them effectively.
We currently intend to use the net proceeds, if any, from the cash exercise of the Warrant and/or Pre-Funded Warrant for working capital and general corporate purposes. See “Use of Proceeds.” However, our management will have broad discretion in the application of any such net proceeds. Our shareholders may not agree with the manner in which our management chooses to allocate the net proceeds from the exercise of the Warrant and Pre-Funded Warrant. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from the exercise of the Warrant and Pre-Funded Warrant in a manner that does not produce income. The decisions made by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic, financial or other information upon which our management bases its decisions.
The exercise of outstanding warrants or conversion of outstanding convertible securities will cause significant dilution to holders of our equity securities and could adversely affect the price of our Ordinary Shares.
As of August 19, 2026, holders of warrants (including pre-funded warrants) may exercise their warrants into up to 1,513 Ordinary Shares. In the event that such warrants are exercised in full, the ownership interest of existing holders of our equity securities will be diluted and may have a negative effect on the trading price of our Ordinary Shares.
An active trading market for our Ordinary Shares may not be sustained.
Although our Ordinary Shares are listed on Nasdaq, the market for our Ordinary Shares has demonstrated varying levels of trading activity. Furthermore, the current level of trading may not be sustained in the future. The lack of an active market for our Ordinary Shares may impair investors’ ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to utilize our shares as consideration in any licensing or other collaboration transactions with third parties.
4
Our share price may be subject to substantial volatility, and shareholders may lose all or a substantial part of their investment.
Our Ordinary Shares currently trade on Nasdaq. There is limited public float, and trading volume historically has been low and sporadic. As a result, the market price for our Ordinary Shares may not necessarily be a reliable indicator of our fair market value. The price at which our Ordinary Shares trades may fluctuate as a result of a number of factors, including the number of shares available for sale in the market, quarterly variations in our operating results, actual or anticipated announcements of press releases by us or competitors, the gain or loss of sources of revenues, changes in the estimates of our operating performance, market conditions in our industry and the economy as a whole.
Because we do not anticipate paying any cash dividends on our Ordinary Shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
We have never paid or declared any cash dividends on our Ordinary Shares. We currently intend to retain earnings, if any, to finance the growth and development of our business and we do not anticipate paying any cash dividends in the foreseeable future. As a result, only appreciation of the price of our Ordinary Shares will provide a return to our shareholders.
If we fail to meet all applicable Nasdaq Capital Market requirements, Nasdaq could delist our Ordinary Shares, which could adversely affect the market liquidity of our Ordinary Shares and the market price of our Ordinary Shares could decrease.
Nasdaq monitors our ongoing compliance with its minimum listing requirements and if we fail to meet those requirements and cannot cure such failure in the prescribed period of time, our Ordinary Shares could be subject to delisting from the Nasdaq market. In the event that our Ordinary Shares are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange, trading of our Ordinary Shares could be conducted only in the over-the-counter market such as the OTC Pink or the OTCQB. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Ordinary Shares, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our Ordinary Shares to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.
On July 16, 2024, we received a written notice from Nasdaq indicating that we are not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. Under Nasdaq Listing Rule 5810(c)(3)(A), we were initially granted a period of 180 calendar days to regain compliance with the minimum bid price requirement, or until January 12, 2025. On January 14, 2025, we received an additional written notice from Nasdaq indicating that we had been granted, per our request, an additional 180-day compliance period, or until July 14, 2025, to regain compliance with the minimum bid price requirement.
Effective as of market open on July 3, 2025, we effected a one-for-twenty-one (1-for-21) reverse split of our issued and outstanding Ordinary Shares. In addition, on June 26, 2025, our shareholders approved a framework for a reverse split of the issued and outstanding Ordinary Shares in the range of a ratio of between 1:2 and 1:250, to be effected at the discretion of, at such ratio within the approved range and by such number of increments, and on such dates, as may be determined by our board of directors within 18 months following the date of approval, or the Reverse Split Framework. On March 4, 2026, we utilized the Reverse Split Framework and effected a one-for-nine (1-for-9) reverse split of our issued and outstanding Ordinary Shares.
On July 18, 2025, we received a written notice from Nasdaq indicating that Nasdaq has determined that for 10 consecutive business days, from July 3 through July 17, 2025, the closing bid price of our Ordinary Shares has been at least $1.00 per share or greater, and accordingly, we have regained compliance with Listing Rule 5550(a)(2). Although we have since cured this deficiency and have regained compliance with Nasdaq Listing Rule 5550(a)(2), there is a risk that we could be subject to additional notices of delisting for failure to comply with Nasdaq Listing Rule 5550(a)(2) or other Nasdaq Listing Rules.
5
On January 17, 2025, the SEC approved an amendment to Nasdaq Listing Rule 5810(c)(3)(A)(iv), according to which, if a company fails to meet the minimum bid price requirement and the company has effected a reverse share split over the prior one-year period, the company would not be eligible for any compliance period and the Listing Qualifications Department will issue a Delisting Determination under Nasdaq Listing Rule 5810 with respect to that company’s securities. This change will apply to a company even if the company was in compliance with the bid price requirement at the time of its prior reverse share split. In addition, if a company’s security fails to meet the bid price requirement and the company has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the company is not eligible for any compliance periods and Nasdaq must issue a Delisting Determination with respect to that security.
On January 12, 2026, we received a written notification from Nasdaq, which stated that we were no longer in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq, listing Nasdaq Rule 5550(b)(1), due to our failure to maintain a minimum of $2,500,000 in stockholders’ equity as of June 30, 2025. In our Report of Foreign Private Issuer on Form 6-K, dated November 18, 2025, we reported stockholders’ deficit of approximately $81,000 as of June 30, 2025. On May 7, 2026, we received a conditional compliance letter from Nasdaq, notifying the Company that based on its 2025 Annual Report, Nasdaq has determined that the Company complies with Nasdaq Continued Listing Rule 5550(b)(1). However, the Staff provided that if the Company fails to provide evidence of compliance upon filing its next periodic report, the Company may be subject to delisting.
Should we fail to regain compliance with Listing Rule 5500(b)(1), or satisfy other continued listing requirements of Nasdaq, Nasdaq may take steps to delist our Ordinary Shares. Such a delisting would likely have a negative effect on the price of the Ordinary Shares and would impair your ability to sell or purchase the Ordinary Shares when you wish to do so. In the event of a delisting, any action taken by us to restore compliance with listing requirements may not allow our Ordinary Shares to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our Ordinary Shares from dropping below the Nasdaq minimum share price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements made under “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus, including in our 2025 Annual Report incorporated by reference herein, and other information included or incorporated by reference in this prospectus, constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” “intends” or “continue,” or the negative of these terms or other comparable terminology.
These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus and the documents incorporated herein by reference. You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.
| ● | our ability to raise capital through the issuance of additional securities and ability to continue as a going concern; |
| ● | our ability to advance the development our product candidates, including the anticipated starting and ending dates of our anticipated clinical trials; |
| ● | our assessment of the potential of our product candidates to treat certain indications; |
| ● | our ability to successfully receive approvals from the U.S. Food and Drug Administration, or other regulatory bodies, including approval to conduct clinical trials, the scope of those trials and the prospects for regulatory approval of, or other regulatory action with respect to our product candidates, including the regulatory pathway to be designated to our product candidates; |
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| ● | the regulatory environment and changes in the health policies and regimes in the countries in which we operate, including the impact of any changes in regulation and legislation that could affect the pharmaceutical industry; |
| ● | our ability to commercialize our existing product candidates and future sales of our existing product candidates or any other future potential product candidates; |
| ● | our ability to meet our expectations regarding the commercial supply of our product candidates; | |
| ● | our ability to integrate successfully our e-Commerce business of the WellutionTM brand, which focuses on the sale of hemp-based products on Amazon Marketplace through our subsidiary, NeuroThera, in which we hold a controlling interest, and which holds our controlling interest in SciSparc Nutraceuticals; | |
| ● | our ability to list NeuroThera on a national U.S. stock exchange and realize the anticipated benefits of the acquisition; | |
| ● | NeuroThera’s ability to comply with its disclosure obligations and TSX Venture Exchange, annual and interim filing deadlines; | |
| ● | our ability to comply with the continued listing requirements and standards of Nasdaq; |
| ● | the overall global economic environment; |
| ● | general market, political and economic conditions in the countries in which we operate; |
| ● | projected capital expenditures and liquidity; |
| ● | changes in our strategy; |
| ● | litigation; and |
| ● | those factors referred to in “Item 3. Key Information – D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of our 2025 Annual Report. |
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As of the date of this prospectus, we have received $1.8 million in gross proceeds from the issuance of the Initial Promissory Note. We may receive up to an additional $7.2 million aggregate gross proceeds under the SPA from sales of Additional Promissory Notes that we elect to make to the Notes Investor pursuant to the SPA, from time to time in our sole discretion.
We will not receive any proceeds from the sale of the Registered Shares by the Selling Shareholders. All net proceeds from the sale of the Registered Shares covered by this prospectus will go to the Selling Shareholders. However, we may receive cash proceeds equal to the total exercise price of the Warrant and/or Pre-Funded Warrant to the extent that they are exercised using cash. We intend to use any proceeds received from the exercise of the Warrant and/or Pre-Funded Warrant for working capital and general corporate purposes. We may receive up to approximately $2.0 million in aggregate gross proceeds if the Warrant and Pre-Funded Warrant are exercised in full for cash.
Pending our use of the net proceeds from the cash exercise of the Warrant and the Pre-Funded Warrant, we may invest the net proceeds in a variety of capital preservation investments, including short-term, investment grade, interest bearing instruments and U.S. government securities, as decided by our board of directors from time to time.
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The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2025:
| ● | on an actual basis; |
| ● | on a pro forma basis to give effect to (i) the issuance of 85,131 Ordinary Shares sold by us for $9.00 per share in a registered direct offering in January 2026 for gross proceeds of $766,179; (ii) the sale of 82,111 Ordinary Shares under the SEPA for gross proceeds of $832,020; (iii) the issuance of the Initial Promissory Note for total gross proceeds of $1,800,000; (iv) the acquisition of portfolio of patents from Xylo in exchange for 113,043 Pre-Funded Warrants at an exercise price of $0.009 per share; (v) the acquisition which closed on June 3, 2026, by NeuroThera, of CliniQuantum Ltd., or CliniQuantum, pursuant to which NeuroThera acquired 56,375 ordinary shares of CliniQuantum, in consideration for the issuance of 56,600,000 common shares of NeuroThera; and (vi) the closing, dated as of August 18, 2026, of a private placement by NeuroThera of $3.9 million, pursuant to which NeuroThera sold 45,000,000 units at $0.0864 each, consisting of one common share and one warrant to buy another NeuroThera share, at $CAD0.16 (approx. $0.115), including a 50% participation by the Company; and |
| ● | on a pro forma as adjusted basis to give effect to the issuance of: (i) 2,040,964 Ordinary Shares upon the full conversion of the Initial Promissory Note in the principal amount of $2 million including the accruing interest thereon, issued under the SPA, assuming a conversion price of $1.107 (the Floor Price); (ii) 405,728 Ordinary Shares upon the full exercise of the Warrant and (iii) 113,044 Ordinary Shares upon the full exercise of the Pre-Funded Warrant as if such issuances had occurred as of December 31, 2025. |
You should read this table in conjunction with our Audited Consolidated Financial Statements for the year ended December 31, 2025 and Item 5.B. “Operating and Financial Review and Prospects” included in the 2025 Annual Report, and incorporated by reference herein.
| As of December 31, 2025 (U.S. dollars in thousands) | ||||||||||||
| Actual | Pro Forma* | Pro Forma As Adjusted* | ||||||||||
| Cash and cash equivalents | $ | 4,591 | $ | 10,046 | 12,046 | |||||||
| Total assets | $ | 7,622 | $ | 24,430 | 26,430 | |||||||
| Total liabilities | $ | 2,475 | $ | 6,569 | 4,569 | |||||||
| Shareholders’ equity: | ||||||||||||
| Share capital and premium | $ | 76,481 | $ | 79,107 | 83,359 | |||||||
| Ordinary Shares, no par value: 365,458 Ordinary Shares issued and outstanding (actual); 580,973 Ordinary Shares issued and outstanding (pro forma); and 3,140,709 Ordinary Shares issued and outstanding (pro forma as adjusted) | - | - | - | |||||||||
| Reserve for share-based payment transactions | $ | 6,613 | $ | 6,613 | 6,613 | |||||||
| Warrants | $ | 5,190 | $ | 5,190 | 5,190 | |||||||
| Foreign currency translation reserve | $ | 1,907 | $ | 1,907 | 1,907 | |||||||
| Transactions with non-controlling interests | $ | 1,202 | $ | 4,033 | 4,033 | |||||||
| Accumulated deficit | $ | (87,154 | ) | $ | (87,354 | ) | (87,606 | ) | ||||
| Non-controlling interests | $ | 908 | $ | 8,365 | 8,365 | |||||||
| Total equity | $ | 5,147 | $ | 17,861 | 21,861 | |||||||
| * | Unaudited |
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The number of Ordinary Shares to be outstanding immediately after this offering is based on 365,458 Ordinary Shares outstanding as of December 31, 2025 and excludes:
| ● | 36 Ordinary Shares issuable upon the exercise of options outstanding under our 2015 Share Option Plan, at a weighted average exercise price of $31,427 per share; |
| ● | 57,508 Ordinary Shares issuable upon the vesting of restricted share units outstanding under our 2023 Share Option Plan; |
| ● | 58,371 Ordinary Shares reserved for issuance and available for future grant under our 2023 Share Option Plan; |
| ● | 1,793 Ordinary Shares issuable upon the exercise of outstanding warrants, with exercise prices ranging from $12,924 to $52,088 per Ordinary Share; |
| ● | 109,020 Ordinary Shares reserved for issuance under the SEPA; and |
| ● | 70 Ordinary Shares issuable upon the exercise of outstanding pre-funded warrants, with an exercise price of $4.91 per Ordinary Share. |
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On February 12, 2026, we entered into the SPA with the Notes Investor, who is named as a Selling Shareholder. Pursuant to the SPA, we may issue and sell, from time to time, Promissory Notes, in the aggregate principal amount of up to $10 million, for an aggregate purchase price of $9 million (90% of the Subscription Amount). On the Initial Closing, we issued the Initial Promissory Note and the accompanying Warrant to the Notes Investor. The Promissory Notes are to be repaid in ten equal monthly payments, commencing on the eighteenth month anniversary after each of the Promissory Notes’ issuance date, unless repaid earlier (partially or in full) at our option or if extended at the option of the Notes Investor. The principal amount under the Promissory Notes bears an annual interest rate of 4% (which will increase to 14% upon an event of default, as defined in the Promissory Note). The outstanding amount due under the Promissory Note is convertible (partially or in full) into Ordinary Shares, at the option of the Notes Investor at any time after the Issuance Date, at a conversion price equal to the lower of (i) the Fixed Price or (ii) the Variable Price, provided that the Variable Price may not be lower than the Floor Price. Any Additional Promissory Notes will be issued on the same terms.
In connection with the Initial Promissory Note, we issued to the Notes Investor a Warrant to purchase up to 405,728 Ordinary Shares, representing a warrant coverage of 100% of the initial maximum number of Ordinary Shares issuable upon conversion of the Promissory Note, calculated using the Variable Price. The Warrant was immediately exercisable upon its issuance at an exercise price of $4.929 per Ordinary Share and has a term of three years from the Issuance Date or February 12, 2029. The number of the Note Shares is subject to certain adjustments, as described in the terms of the Promissory Note.
The exercise of the Warrant is the Notes Investor’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment Premium (each as defined in the Promissory Note), if applicable, regardless of whether the value realized from the Warrant and/or the Note Shares is less than the then outstanding due Principal Amount, Interest, and if applicable, the Payment Premium.
On January 8, 2026, we entered into the APA with Xylo, who is named as a Selling Shareholder, pursuant to which the at the closing, on January 26, 2026, we acquired the complete portfolio of patents, trademarks, know-how, brand names and related intellectual property rights, including unregistered intellectual property rights, owned by Xylo. In consideration for these acquired assets, we agreed to issue to Xylo, Ordinary Shares representing 19.99% of our issued and outstanding share capital as of the closing date, or, at our election, to issue pre-funded warrants in lieu of some or all of such shares. On January 26, 2026, we issued to Xylo the Pre-Funded Warrant to purchase up to 113,044 Ordinary Shares in lieu of all of such shares. The Pre-Funded Warrant was immediately exercisable upon its issuance at an exercise price of $0.009 per Ordinary Share, and expires when exercised in full.
The 2,559,736 Ordinary Shares being offered by the Selling Shareholders pursuant to this prospectus consist of: 2,040,964 Note Shares, 405,728 Warrant Shares and 113,044 Pre-Funded Warrant Shares, such number determined as if the maximum number of Note Shares, Warrant Shares and Pre-Funded Warrant Shares were converted or exercised, as applicable, following their issuance, without regard to any limitations on the conversion of the Initial Promissory Note and the exercise of the Warrant and Pre-Funded Warrant.
We are registering the Registered Shares in order to allow the Selling Shareholders to offer the maximum number of Ordinary Shares issuable pursuant to the Initial Promissory Note, the Warrant and the Pre-Funded Warrant, as applicable for resale from time to time. The Selling Shareholders have not had any other material relationship with us within the past three years, except that we and the Notes Investor are parties to a consulting agreement entered into on December 1, 2020, as amended, pursuant to which the Notes Investor provides consulting services in the fields of M&A and investment activities, in addition to the Notes Investor’s previous investment in us, in the amount of approximately $2.38 million in private placement transactions and offerings we conducted in the past three years.
A selling shareholder who is an affiliate of a broker-dealer and any participating broker-dealer is deemed to be an “underwriter” within the meaning of the Securities Act, and any commissions or discounts given to any such selling shareholder or broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. To our knowledge, none of the selling shareholders is an affiliate of a broker-dealer and there are no participating broker-dealers.
The table below presents information regarding the Selling Shareholders and the Registered Shares that may be resold by the Selling Shareholders from time to time under this prospectus, and other information regarding the beneficial ownership of the Ordinary Shares of the Selling Shareholders.
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The second column lists the number of Ordinary Shares beneficially owned by the Selling Shareholder, based on its previous ownership of Ordinary Shares and other instruments exercisable into Ordinary Shares, as of August 19, 2026, assuming the conversion or exercise of instruments convertible or exercisable into Ordinary Shares held by the Selling Shareholders on that date, without regard to any limitations on exercises.
The third column lists the Registered Shares being offered by this prospectus by the Selling Shareholders.
The fourth column assumes the sale of all of the Registered Shares offered by the Selling Shareholders pursuant to this prospectus.
Under the terms of the Promissory Notes and the Warrant, the Notes Investor may not convert the Promissory Note into Ordinary Shares or exercise the Warrant, to the extent such conversion or exercise, as applicable, would cause the Selling Shareholder, together with its affiliates, to beneficially own a number of Ordinary Shares which would exceed 4.99% of our then outstanding Ordinary Shares following such conversion or exercise, as applicable, excluding for purposes of such determination, Ordinary Shares issuable upon conversion of the Promissory Note and exercise of the Warrant which have not been exercised. The number of Ordinary Shares in the second column and third column does not reflect this limitation.
Under the terms of the Pre-Funded Warrant, Xylo may not exercise the Pre-Funded Warrant, to the extent such conversion or exercise, as applicable, would cause the Selling Shareholder, together with its affiliates, to beneficially own a number of Ordinary Shares which would exceed 9.99% of our then outstanding Ordinary Shares following such exercise, excluding for purposes of such determination, Ordinary Shares issuable upon exercise of the Pre-Funded Warrant which have not been exercised. The number of Ordinary Shares in the second column and third column does not reflect this limitation.
The Selling Shareholders may sell or has sold, all, some or none of the Registered Shares. See “Plan of Distribution.”
| Name of Selling Shareholder | Number of Ordinary Shares Beneficially Owned Prior to Offering(1) | Maximum Number of Registered Shares to be Sold Pursuant to this Prospectus | Ordinary Shares Owned Immediately After Sale of Maximum Number of Registered Shares in this Offering | Percentage of Ordinary Shares Owned After the Offering | ||||||||||||
| L.I.A. Pure Capital Ltd.(2) | 28,635 | (3) | 2,446,692 | (4) | 28,635 | 78.81 | % | |||||||||
| XYLO Technologies Ltd. (5) | - | 113,044 | (6) | - | 3.60 | % | ||||||||||
| (1) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary Shares subject to warrants currently exercisable, or exercisable within 60 days of August 19, 2026, are counted as outstanding for computing the percentage of the Selling Shareholder’s holding such options or warrants but are not counted as outstanding for other purposes. Percentage of shares beneficially owned is based on 580,973 Ordinary Shares outstanding on August 19, 2026. |
| (2) | Kfir Silberman is the control person for L.I.A. Pure Capital Ltd., or Pure Capital, with voting and dispositive power over the Ordinary Shares held by Pure Capital. The address for Pure Capital is 20 Raoul Wallenberg Tel Aviv 6971917 Israel. |
| (3) | Consists of 28,635 Ordinary Shares held by Pure Capital. Pure Capital is the sole shareholder of Xylo, with voting and dispositive power over the Ordinary Shares held by Xylo. |
| (4) | Consists of 2,040,964 Note Shares and 405,728 Warrant Shares. The Promissory Notes and the Warrant are subject to a beneficial ownership limitation of 4.99%, which restricts the selling shareholder from converting the Promissory Notes or exercising that portion of the Warrant that would result in the selling shareholder and its affiliates owning, after exercise, a number of shares of Ordinary Shares in excess of the beneficial ownership limitation. The number of Ordinary Shares set forth in the above table does not reflect the application of this limitation. |
| (5) | Pure Capital is the sole shareholder of Xylo and Kfir Silberman is the control person for Pure Capital with voting and dispositive power over the Ordinary Shares held by Pure Capital and Xylo. The address for Xylo is 20 Raoul Wallenberg Tel Aviv 6971917 Israel. |
| (6) | Consists of the Pre-Funded Warrant Shares. The Pre-Funded Warrant is subject to a beneficial ownership limitation of 9.99%, which restricts the selling shareholder from exercising that portion of the Pre-Funded Warrant that would result in the selling shareholder and its affiliates owning, after exercise, a number of shares of Ordinary Shares in excess of the beneficial ownership limitation. The number of Ordinary Shares set forth in the above table does not reflect the application of this limitation. |
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We are registering up to 2,559,736 Ordinary Shares, consisting of 2,040,964 Note Shares, 405,728 Warrant Shares and 113,044 Pre-Funded Warrant Shares issuable upon conversion of the Promissory Note and exercise of the Warrant and Pre-Funded Warrant, as applicable, to permit the resale of the Registered Shares by the Selling Shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Shareholders of the Registered Shares. The Selling Shareholders will receive all of the proceeds from the sale of any Registered Shares sold by it pursuant to this prospectus. However, we will receive cash proceeds equal to the total exercise price of the Warrant and Pre-Funded Warrant to the extent that the Warrant and/or Pre-Funded Warrant is exercised using cash. We will bear all fees and expenses incident to our obligation to register the Registered Shares.
The Selling Shareholders may sell all or a portion of the Registered Shares beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Registered Shares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Registered Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions:
| ● | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
| ● | in the over-the-counter market; |
| ● | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| ● | through the writing of options, whether such options are listed on an options exchange or otherwise; |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | short sales; |
| ● | sales pursuant to Rule 144; |
| ● | broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; |
| ● | a combination of any such methods of sale; and |
| ● | any other method permitted pursuant to applicable law. |
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If the Selling Shareholders effects such transactions by selling the Registered Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholders or commissions from purchasers of the Registered Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the Ordinary Shares or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registered Shares in the course of hedging in positions they assume. The Selling Shareholders may also sell Ordinary Shares short and the Registered Shares covered by this prospectus to close out short positions and to return borrowed Ordinary Shares in connection with such short sales. The Selling Shareholders may also loan or pledge Registered Shares to broker-dealers that in turn may sell such Registered Shares.
The Selling Shareholders may pledge or grant a security interest in some or all of the Registered Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Ordinary Shares from time to time pursuant to this prospectus or any amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as a selling shareholder under this prospectus. The Selling Shareholders also may transfer and donate the Registered Shares in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Shareholders and any underwriters, broker-dealers, or agents participating in the distribution of the Registered Shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the Registered Shares is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of Registered Shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under the securities laws of some states, the Registered Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Registered Shares may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that the Selling Shareholders will sell any or all of the Registered Shares registered pursuant to the registration statement, of which this prospectus forms a part.
The Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Registered Shares by the Selling Shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Registered Shares to engage in market-making activities with respect to the Registered Shares. All of the foregoing may affect the marketability of the Registered Shares and the ability of any person or entity to engage in market-making activities with respect to the Registered Shares.
We paid the registration fees of the Registered Shares of $1,076.50, as well as any fees and expenses with respect compliance with state securities or “blue sky” laws.
Once sold under the registration statement, of which this prospectus forms a part, the Registered Shares will be freely tradable in the hands of persons other than our affiliates.
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Certain legal matters concerning this offering may be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain legal matters with respect to the legality of the issuance of the Ordinary Shares offered by this prospectus were passed upon for us by Meitar | Law Offices, Ramat Gan, Israel.
The consolidated financial statements of SciSparc Ltd. appearing in our 2024 Annual Report for the year ended December 31, 2024 have been audited by Kost Forer Gabbay & Kasierer, a member firm of EY Global, an independent registered public accounting firm, as set forth in their report thereon, included therein. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
The consolidated financial statements of SciSparc Ltd. as of December 31, 2025 and for the year then ended, incorporated by reference in this prospectus, have been audited by Brightman Almagor Zohar & Co., a firm in the Deloitte global network, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given the firm’s authority as experts in accounting and auditing. The audit report covering the consolidated financial statements as of December 31, 2025 and for the year then ended contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1B to the consolidated financial statements.
The following are the estimated expenses of this offering payable by us with respect to the Additional Warrant Shares. With the exception of the SEC registration fee, all amounts are estimates and may change:
| SEC registration fee | $ | 1,076.50 | ||
| Legal fees and expenses | $ | 12,500 | ||
| Accounting fees and expenses | $ | 10,000 | ||
| Miscellaneous | $ | 4,000 | ||
| Total | $ | 30,076.50 |
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ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in the registration statement of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and a substantial of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.
We have been informed by our legal counsel in Israel, Meitar | Law Offices, that it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning Israel is not the most appropriate forum to bring such a claim. In Israeli courts, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process and certain matters of procedure will also be governed by Israeli law.
Subject to specified time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
| ● | the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment; |
| ● | the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and |
| ● | the judgment is executory in the state in which it was given. |
Even if these conditions are met, an Israeli court will not declare a foreign civil judgment enforceable if:
| ● | the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases); |
| ● | the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel; |
| ● | the judgment was obtained by fraud; |
| ● | the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court; |
| ● | the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel; |
| ● | the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or |
| ● | at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel. |
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration statement on Form F-3 that we filed with the SEC relating to the securities offered by this prospectus, which includes additional information. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreements or other document.
We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our principal shareholders are exempt from the reporting provisions contained in Section 16 of the Exchange Act. Further, our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and may furnish to the SEC, on Report of Foreign Private Issuer on Form 6-K, unaudited interim financial information.
You can review our SEC filings and the registration statements by accessing the SEC’s internet site at http://www.sec.gov. We maintain a corporate website at https://investor.scisparc.com/. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The information incorporated by reference is considered to be part of this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we are incorporating by reference as of their respective dates of filing are:
| ● | our Annual Report on Form 20-F for the year ended December 31, 2025, filed on April 29, 2026, as amended by Amendment No.1 on Form 20-F/A filed with the SEC on August 19, 2026; |
| ● | our Reports of Foreign Private Issuer on Form 6-K filed on: May 11, 2026, May 29, 2026, June 4, 2026, July 15, 2026 (with respect to the first four paragraphs and the section titled “Forward-Looking Statements” in the press release attached thereto as Exhibit 99.1), July 29, 2026, July 31, 2026, August 5, 2026 (with respect to the first three and the fifth paragraphs and the section titled “Forward-Looking Statements” in the press release), August 12, 2026, and August 18, 2026; and |
| ● | the description of our securities contained in our Form 8-A filed on December 20, 2021 (File No. 001-38041), including as amended by Exhibit 2.1 to our Annual Report on Form 20-F filed on April 29, 2026 and any further amendment or report filed for the purpose of updating such description. |
All subsequent annual reports filed by us pursuant to the Exchange Act on Form 20-F (1) after the date of the filing of the registration statement of which this prospectus forms a part and prior to its effectiveness and (2) prior to the termination of the offering shall be deemed to be incorporated by reference to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form 6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they, or certain parts of their contents, are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to us at: SciSparc Ltd., 20 Raul Wallenberg Street, Tower A, Tel Aviv, 6971916 Israel. Attention: Oz Adler, Chief Executive Officer and Chief Financial Officer, telephone number: (+972) (3) 717-5777.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association contain such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.
An Israeli company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event provided a provision authorizing such indemnification is contained in its articles of association:
| ● | a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; |
| ● | reasonable litigation expenses, including legal fees, incurred by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; |
| ● | reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court (i) in proceedings instituted against him or her by the company, on its behalf or by a third party, or (ii) in connection with criminal proceedings in which the office holder was acquitted, or (iii) as a result of a conviction for a crime that does not require proof of criminal intent; and |
| ● | expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law. |
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:
| ● | a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
| ● | a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder; |
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| ● | a financial liability imposed on the office holder in favor of a third party; |
| ● | a financial liability imposed on the office holder in favor of a third party harmed by a breach in an administrative proceeding; and |
| ● | expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law. |
An Israeli company may not indemnify or insure an office holder against any of the following:
| ● | a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
| ● | a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
| ● | an act or omission committed with intent to derive illegal personal benefit; or |
| ● | a fine, monetary sanction or forfeit levied against the office holder. |
Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee, the board of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy and that policy was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.
Our articles of association allow us to exculpate, indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’ liability insurance policy.
We have entered into agreements with each of our directors and executive officers exculpating them in advance from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them. This exculpation and indemnification is limited both in terms of amount and coverage and it covers certain amounts regarding administrative proceedings insurable or indemnifiable under the Companies Law and our articles of association.
In the opinion of the SEC, however, indemnification of directors and office holders for liabilities arising under the Securities Act, is against public policy and therefore unenforceable.
There is no pending litigation or proceeding against any of our office holders as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.
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Item 9. Exhibits
| * | Filed herewith. |
| ** | Previously Filed. |
Item 10. Undertakings
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
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| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and a(l)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act to any purchaser:
| (i) | If the Registrant is relying on Rule 430B: |
| A. | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| B. | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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| (ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunder duly authorized, in the city of Tel Aviv, State of Israel, on August 19, 2026.
| SCISPARC LTD. | ||
| By: | /s/ Oz Adler | |
| Oz Adler | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Oz Adler | Chief Executive Officer and Chief Financial Officer | August 19, 2026 | ||
| Oz Adler | (Principal Executive Officer and Principal Accounting Officer) | |||
| * | Chairman of the Board of Directors | August 19, 2026 | ||
| Itschak Shrem | ||||
| * | Director | August 19, 2026 | ||
| Amnon Ben Shay | ||||
| * | Director | August 19, 2026 | ||
| Alon Dayan | ||||
| * | Director | August 19, 2026 | ||
| Moshe Revach | ||||
| * | Director | August 19, 2026 | ||
| Liat Sidi | ||||
| * | Director | August 19, 2026 | ||
| Lior Vider | ||||
| * | Director | August 19, 2026 | ||
| Amitay Weiss |
| *By: | /s/ Oz Adler | |
| Name: | Oz Adler | |
| Title: | Attorney-in-Fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, Puglisi & Associates duly authorized representative in the United States of SciSparc Ltd., has signed this registration statement on August 19, 2026.
| Puglisi & Associates | |
| /s/ Donald J. Puglisi | |
|
Donald J. Puglisi Managing Director |
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Exhibit 5.1
August 19, 2026
SciSparc Ltd.
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916
Israel
RE: SciSparc Ltd.
Ladies and Gentlemen:
We have acted as Israeli counsel to SciSparc Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the filing by the Company of a registration statement on Form F-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale by the selling shareholders identified in the Registration Statement (the “Selling Shareholders”), of up to 2,559,736 ordinary shares, no par value, of the Company (the “Ordinary Shares”), consisting of (i) (a) 2,040,964 Ordinary Shares issuable upon the conversion of a non-recourse convertible promissory note (the “Promissory Note”) and (b) 405,728 Ordinary Shares issuable upon the exercise of a warrant to purchase Ordinary Shares (the “Warrant”); pursuant to a securities purchase agreement (the “Securities Purchase Agreement”), dated February 12, 2026 by and between the Company and the buyer thereto, who is identified as a Selling Shareholder in the Registration Statement and (ii) 113,044 Ordinary Shares issuable upon the exercise of a pre-funded warrant to purchase Ordinary Shares (the “Pre-Funded Warrant”), pursuant to an asset purchase agreement (the “Assets Purchase Agreement”), dated January 8, 2026, by and between the holder thereto, who is identified as a Selling Shareholder in the Registration Statement; each as further described in the Registration Statement. The Ordinary Shares underlying the Promissory Note, the Warrant and the Pre-Funded Warrant are referred herein as the Note Shares, the Warrant Shares, and the Pre-Funded Warrant Shares, respectively.
In connection herewith, we have examined the originals, photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement to which this opinion is attached as an exhibit; (ii) the articles of association of the Company, as currently in effect (the “Articles”); (iii) resolutions of the board of directors (the “Board”) of the Company which have heretofore been approved and relate to the Company’s issuance and sale of the Promissory Note, the Warrant and the Pre-Funded Warrant, issuance and/or potential issuance of the Note Shares, the Warrant Shares and the Pre-Funded Warrant Shares, filing of the Registration Statement and other actions to be taken in connection with such issuance and sale; (iv) copies of the Promissory Note and warrant certificates representing the Promissory Note, the Warrant and the Pre-Funded Warrant; (v) the Securities Purchase Agreement; (vi) the Assets Purchase Agreement; and (vii) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified copies or confirmed as photostatic copies, and the authenticity of the originals of such latter documents. We have also assumed the truth of all facts communicated to us by the Company and that all minutes of meetings of the Board and the shareholders of the Company that have been provided to us are true and accurate and have been properly prepared in accordance with the Articles and all applicable laws.
We have further assumed that at the time of issuance and to the extent any such issuance would exceed the maximum share capital of the Company currently authorized, the number of Ordinary Shares that the Company is authorized to issue shall have been increased in accordance with the Articles such that a sufficient number of Ordinary Shares are authorized and available for issuance under the Articles.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Note Shares, the Warrant Shares and the Pre-Funded Shares have been duly authorized, and when the Promissory Note is converted or the Warrant or Pre-Funded Warrant is exercised by the Selling Shareholders pursuant to the terms thereof, the Note Shares, the Warrant Shares and the Pre-Funded Warrant Shares issuable at that time by the Company to the Selling Shareholders will be validly issued, fully paid and non-assessable.
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
| Very truly yours, | |
| /s/ Meitar | Law Offices | |
| Meitar | Law Offices |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Experts” in Amendment No.1 to the Registration Statement (Form F-3/A 333-293553) and related Prospectus of SciSparc Ltd. and to the incorporation by reference therein of our report dated April 24, 2025 (except for Note 1(d), as to which the date is July 8, 2025), with respect to the consolidated financial statements of SciSparc Ltd. for the year ended December 31, 2024, included in its Annual Report (Form 20-F/A) filed with the Securities and Exchange Commission.
| August 19, 2026 | /s/ Kost Forer Gabbay & Kasierer |
| Tel Aviv, Israel | A member of EY Global |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3/A of SciSparc Ltd. (the “Company”) of our report dated April 29, 2026, relating to the financial statements of the Company, appearing in the Annual Report on Form 20-F of the Company for the year ended December 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ Brightman Almagor Zohar & Co. | |
| Certified Public Accountants | |
| A Firm in the Deloitte Global Network | |
| Tel Aviv, Israel | |
| August 19, 2026 |