6-K
SciSparc Ltd. (SPRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of May 2026 (Report No. 2)
Commission File Number: 001-38041
SCISPARC LTD.
(Translation of registrant’s name into English)
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
CONTENTS
On May 28, 2026, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc: Subsidiary NeuroThera Labs Received Conditional Regulatory Approval for Acquisition of CliniQuantum.” A copy of this press release is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (the “Report”) and is incorporated by reference herein.
On April 30, 2026, NeuroThera Labs Inc. (“NeuroThera”), the Company’s subsidiary, CliniQuantum Ltd. (“CliniQuantum”) and the certain shareholders of CliniQuantum (the “Selling Shareholders”), entered into an amendment (the “Amendment”) to the Share Purchase Agreement (the “SPA”), dated March 9, 2026, by and between Selling Shareholders, CliniQuantum and NeuroThera, a copy of which is attached hereto as Exhibit 10.1. The Amendment included, among other things, that any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than $0.05 per common share, being the minimum permitted price under the policies of the TSX Venture Exchange. Additionally, NeuroThera and the Selling Shareholders agreed to extend the date for the completion of the transaction from April 30, 2026 to June 1, 2026.
This Report, including its exhibits, is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-248670, 333-255408, 333-293167 and 333-293533) and on Form S-8 (File Nos. 333-278437, 333-225773, 333-286791 and 333-292952) filed with the SEC to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SCISPARC LTD. | |
|---|---|
| By: | /s/ Oz Adler |
| Name: | Oz Adler |
| Title: | Chief Executive Officer and Chief Financial Officer |
Date: May 29, 2026
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Exhibit 10.1
AMENDING AGREEMENT
THIS AGREEMENT made as of the 30th day of April, 2026.
AMONG:
SHAREHOLDERSOF CLINIQUANTUM LTD.
as set out in Section 3.03 of the Disclosure Schedules (as defined in the SPA (as defined below))
(hereinafter referred to as the “SellingShareholders”)
OF THE FIRST PART
-and-
CLINIQUANTUMLTD.
a corporation incorporated under the laws of the State of Israel
(hereinafter referred to as the “Company”)
OF THE SECOND PART
-and-
NEUROTHERA LABS INC.
a corporation incorporated pursuant to the laws of the Province of British Columbia and having its registered head office located at 2264 E 11^th^ Ave., Vancouver, British Columbia V5N 1Z6
(hereinafter referred to as the “Purchaser”)
OF THE THIRD PART
WHEREAS the Selling Shareholders, the Purchaser and the Company entered into a Share Purchase Agreement made as of the 9^th^ day of March, 2026 (the “SPA”), which is attached hereto as Schedule “A”, pursuant to which the Selling Shareholders agreed to sell to the Purchaser the Purchased Shares (as defined in the SPA).
AND WHEREAS Nissim Daniel was irrevocably appointed as the Selling Shareholders' Representative pursuant to Section 3.12 of the SPA, with authority to act on behalf of each Selling Shareholder under the SPA, and Section 10.06 of the SPA expressly provides that the SPA may be amended by an agreement in writing signed by the Purchaser, the Company and the Selling Shareholders' Representative; and Nissim Daniel is executing this Amending Agreement in such capacity pursuant to Sections 3.12 and 10.06 of the SPA;
AND WHEREAS this Amending Agreement is being entered into to satisfy requirements of the TSX Venture Exchange in connection with the listing of the Consideration Shares;
AND WHEREAS the parties wish to amend the terms of the SPA;
NOW THEREFORE, for good and valuable consideration, the parties hereto agree as follows:
| 1. | Section 2.03(c)(ii) is deleted and replaced with the following: |
|---|---|
| (ii) | Consideration Shares, with the number of Consideration Shares to be issued calculated by dividing the<br>applicable US dollar amount by the Current Market Price (converted to US dollars at the Bank of Canada daily exchange rate on the date<br>that is five (5) Business Days prior to the payment date), provided that: (A) such Consideration Shares shall be subject to such resale<br>restrictions as may be imposed by applicable Securities Laws and the rules and policies of the TSXV; and (B) if the Current Market Price<br>as determined in accordance with this Section 2.03(c)(ii) is less than $0.05 per Consideration Share, the deemed value of the Consideration<br>Share for any Earn-Out Payment will be $0.05 per Consideration Share. |
| --- | --- |
| 2. | Each party (and, in respect of the Selling Shareholders, the Selling Shareholders' Representative on their<br>behalf) hereby represents and warrants that: (a) all representations and warranties made by such party in the SPA remain true and correct<br>as of the date hereof, except as specifically modified by this Amending Agreement; (b) no event has occurred that would constitute a default<br>or breach under the SPA; (c) it has full power and authority to execute and deliver this Amending Agreement; and (d) this Amending Agreement<br>has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation. |
| --- | --- |
| 3. | Except as hereby amended, all terms and conditions of the SPA remain the same, in full force and effect. |
| --- | --- |
| 4. | The Selling Shareholders' Representative represents and warrants that he is duly authorized under Sections<br>3.12 and 10.06 of the SPA to execute this Amending Agreement on behalf of each Selling Shareholder, and that this Amending Agreement constitutes<br>a legal, valid and binding obligation of each Selling Shareholder, enforceable against each in accordance with its terms. |
| --- | --- |
| 5. | This agreement shall be governed by and construed in accordance with the laws of the Province of British<br>Columbia and the laws of Canada applicable therein. |
| --- | --- |
| 6. | This agreement may be executed in one or more counterparts, each of which counterparts when executed shall<br>constitute an original and all of which counterparts so executed shall constitute one and the same instrument. |
| --- | --- |
(Signature page follows)
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IN WITNESS WHEREOF this Amending Agreement has been duly executed by the parties hereto as of the date and at the place first above written.
| SELLING SHAREHOLDERS, by their Representative | |
|---|---|
| By: | /s/ Nissim Daniel |
| Nissim Daniel, as Selling Shareholders’ Representative | |
| CLINIQUANTUM LTD. | |
| By: | /s/ Yakov Baranes |
| Name: | Yakov Baranes |
| Title: | CEO |
| NEUROTHERA LABS INC. | |
| By: | /s/ Oz Adler |
| Name: | Oz Adler |
| Title: | CEO and Director |
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SCHEDULE “A”
AGREEMENT
Exhibit 99.1
SciSparc: Subsidiary NeuroThera Labs Received Conditional Regulatory Approval for Acquisition of CliniQuantum
TEL AVIV, Israel, May 28, 2026 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), today announced that NeuroThera Labs Inc. (TSXV: NTLX) ("NeuroThera"), a clinical-stage pharmaceutical company focused on developing novel treatments for central nervous system disorders, received a conditional regulatory approval from the TSX Venture Exchange (“TSX”) for the acquisition of approximately 54% interest in CliniQuantum Ltd. ("CliniQuantum") (the Transaction”).
As previously disclosed, in March 2026, NeuroThera, CliniQuantum and the certain shareholders of CliniQuantum, (the “Selling Shareholders”) entered into a share purchase agreement (the “SPA”), pursuant to which, NeuroThera will acquire 56,375 ordinary shares of CliniQuatum, representing approximately 54% of the issued and outstanding ordinary shares of CliniQuantum, in consideration for the issuance of 56,600,000 common shares of NeuroThera (the “Consideration Shares”) to the Selling Shareholders, representing an aggregate value of approximately $9,459,954.20 based on the 20-day volume weighted average trading price of NeuroThera‘s common shares on the TSX.
CliniQuantum is a private Israeli technology company engaged in the development of a platform that applies quantum simulation and quantum Monte Carlo methods to clinical trial data analysis, with the objective of improving the precision of clinical trial outcomes through the identification of patient subpopulations that respond to investigational therapies.
The material asset of CliniQuantum is a license agreement (the “License Agreement”) with Quantum X Labs Ltd. (“Quantum X Labs”), which granted CliniQuantum an exclusive, worldwide, royalty-bearing license under Quantum X Labs' rights to certain licensed patents, and certain licensed know-how, in each case for use in the field of quantum simulation and quantum Monte Carlo in the area of clinical trials. Under the License Agreement, the licensed patent consists of a single United States provisional patent application (No. 63/942676) entitled "Generating Quantum Markov Chain Monte Carlo Sampling Points for Continuous Distribution Functions”.
NeuroThera and the Selling Shareholders have entered into an amendment to the SPA on April 30,2026to provide that any common shares of NeuroThera issued in connection with the earn-out payments contemplated by the SPA will be issued at a deemed price of not less than $0.05 per common share, being the minimum permitted price under the policies of the TSX. The amendment was entered into to address a comment received from the TSX in connection with its review of the Transaction. The amendments to the SPA also included establishment of a floor price for future share issuances, and the execution of lock-up arrangements by the Selling Shareholders as a condition of closing.
Moreover, NeuroThera and the Selling Shareholders has agreed to extend the outside date for completion of the Transaction from April 30, 2026 to June 1, 2026, in order to allow additional time to complete the conditions to closing, including obtaining the Israeli tax ruling referenced in the SPA and final acceptance of the Transaction from the TSX.
In connection with the Transaction, each Selling Shareholder will deposit their Consideration Shares into escrow pursuant to a Form 5D Escrow Agreement (the “Escrow Agreement”), in accordance with the policies of the TSX, for a total of 56,600,000 Consideration Shares to be subject to the Escrow Agreement.
About SciSparc Ltd. (Nasdaq: SPRC):
The Company, through its majority-owned subsidiary NeuroThera, engages in clinical-stage pharmaceutical developments. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, together with its majority-owned subsidiary NeuroThera, is currently engaged in the following drug development programs based on THC and/or non-psychoactive CBD: SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer's disease and agitation; and SCI- 210 for the treatment of Autism Spectrum Disorder and status epilepticus. The Company, through NeuroThera, also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon.com Marketplace.
About NeuroThera Labs Inc.
NeuroThera is a clinical-stage pharmaceutical company focused on developing novel therapeutics for central nervous system disorders and other underserved health conditions through collaborations and innovative combinations.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc uses forward-looking statements when it discusses the closing of the Transaction, which is subject to completion of all closing conditions, and timing thereof and that the Selling Shareholders may be entitled to the earn-out payments. Because such statements deal with future events and are based on SciSparc’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in SciSparc’s Annual Report on Form 20-F, filed with the SEC on April 29, 2026, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.
Investor Contact:
Tel: +972-3-6167055