6-K/A

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

Form 6-K/A

Report of Foreign Private Issuer 

Pursuant to Rule 13a-16 or 15d-16 

Under the Securities Exchange Act of 1934

For the month of: August 2021

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____

EXPLANATORY NOTE

On August 16, 2021, SciSparc Ltd. (the “Company”) furnished a Form 6-K including unaudited consolidated interim financial statements as of June 30, 2021 (the “Original Form 6-K”). This Amendment on Form 6-K/A to the Original Form 6-K (this “Amendment”) is furnished to include as exhibits the unaudited consolidated interim financial statements and the XBRL Data Files for such unaudited consolidated interim financial statements. The XBRL Data Files should be read in conjunction with the unaudited consolidated interim financial statements included in the Original Form 6-K furnished on August 16, 2021 and included again in this Amendment as Exhibit 99.1

Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 6-K, or reflect any events that have occurred after the time of the Original Form 6-K.

This Amendment is incorporated by reference into the registration statements on Form F-3 (File No. 333-225745 and File No. 333-233417) and on Form S-8 (File No. 333-225773) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Amendment is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit No.	Document Description
99.1	SciSparc Ltd.’s Unaudited Consolidated Interim Financial Statements as of June 30, 2021.
EX-101.INS	Inline XBRL Taxonomy Instance Document
EX-101.SCH	Inline XBRL Taxonomy Extension Schema Document
EX-101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
EX-101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB	Inline XBRL Taxonomy Label Linkbase Document
EX-101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document

1 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SciSparc Ltd.
Date: August 26, 2021	By	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Financial Officer

2 

EX-99.1 CHARTER

Exhibit 99.1

SCISPARC LTD.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2021

UNAUDITED

INDEX 

	Page
Consolidated Statements of Financial Position	2-3
Consolidated Statements of Profit or Loss and Other Comprehensive Loss	4
Consolidated Statements of Changes in Equity (Deficit)	5-7
Consolidated Statements of Cash Flows	8-10
Notes to Interim Consolidated Financial Statements	11-17

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

			June 30,				December 31,
			2021		2020		2020
			Unaudited				Audited
	Note		USD in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	7,590	$	144	$	1,946
Restricted deposit				11		34		10
Other accounts receivable				731		632		594
				8,332		810		2,550
NON-CURRENT ASSETS:
Investment in associate				-		742		-
Property and equipment, net				10		41		11
				10		783		11
			$	8,342	$	1,593	$	2,561

The accompanying notes are an integral part of the interim consolidated financial statements.

2

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

				June 30,						December 31,
				2021			2020			2020
				Unaudited						Audited
	Note			USD in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables				$	354		$	1,108		$	556
Other accounts payable					34			65			34
Short-term loan					-			61			188
Convertible component		3b			-			397			-
Warrants					366			-			353
					754			1,637			1,131
NON- CURRENT LIABILITIES:
Warrants		3b, 4b			-			598			-
					-			598			-
EQUITY (DEFICIT) ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:		4
Share capital and premium					53,802			47,721			49,040
Reserve from share-based payment transactions					4,312			4,872			4,315
Warrants					6,256			-			2,207
Foreign currency translation reserve					497			497			497
Transactions with non-controlling interests					559			559			559
Accumulated deficit					(57,838	)		(54,344	)		(55,188	)
					7,588			(695	)		1,430
Non-controlling interests					-			53			-
Total equity (deficit)					7,588			(642	)		1,430
				$	8,342		$	1,593		$	2,561

The accompanying notes are an integral part of the interim consolidated financial statements.

3

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

				Six months ended June 30,					Year Ended December 31,
				2021		2020			2020
				Unaudited					Audited
	Note			USD in thousands, except per share amounts
Research and development expenses		5a		$	962	$	493		$	649
General and administrative expenses		5b			1,665		970			1,902
Other expenses					-		-			742
Operating loss					2,627		1,463			3,293
Finance income					-		(29	)		(630	)
Finance expenses					23		1,204			872
Loss from operations					2,650		2,638			3,535
Loss					2,650		2,638			3,535
Total comprehensive loss					2,650		2,638			3,535
Attributable to:
Equity holders of the Company					2,650		2,638			3,482
Non-controlling interests					-		-			(53	)
					2,650		2,638			3,535
Basic loss per share attributable to equity holders of the Company:
Loss from operations					0.01		0.01			0.10
Diluted loss per share attributable to equity holders of the Company:
Loss from operations					0.01		0.01			0.11

The accompanying notes are an integral part of the interim consolidated financial statements.

4

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the six months ended June 30, 2021

	Attributable to equity holders of the Company
	Share capital and premium		Reserve from share-based payment transactions			Warrants			Transactions with non- controlling interests		Foreign currency translation reserve		Accumulated deficit			Total			Non-controlling interests		Total equity
	USD in thousands
Balance at January 1, 2021	$	49,040		4,315			2,207			559		497		(55,188	)		1,430			-		1,430
Income (loss)		-		-			-			-		-		(2,650	)		(2,650	)		-		(2,650	)
Issue of share capital, net of issue expenses (*)(Note 4d)		3,365		-			4,334			-		-		-			7,699			-		7,699
Exercise of warrants (Note 4c)		1,370		-			(285	)		-		-		-			1,085			-		1,085
Expiration of share options		27		(27	)		-			-		-		-			-			-		-
Cost of share-based payment		-		24			-			-		-		-			24			-		24
Balance at June 30, 2021	$	53,802		4,312			6,256			559		497		(57,838	)		7,588			-		7,588

(*) Net of issue expenses of $449 thousand.

The accompanying notes are an integral part of the interim consolidated financial statements.

5

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six months ended June 30, 2020

	Attributable to equity holders of the Company
	Share capital and premium		Reserve from share-based payment transactions			Warrants		Transactions with non- controlling interests		Foreign currency translation reserve		Accumulated deficit			Total			Non-controlling interests		Total equity
	USD in thousands
Balance at January 1, 2020	$	46,100		4,862			-		261		497		(51,706	)		14			-		14
Income (loss)		-		-			-		-		-		(2,638	)		(2,638	)		-		(2,638	)
Warrants reclassification
Issue of share capital		1,462		-			-		-		-		-			1,462			-		1,462
Non-controlling interests		-		-			-		298		-		-			298			53		351
Expiration of share options		159		(159	)		-		-		-		-			-			-		-
Cost of share-based payment		-		169			-		-		-		-			169			-		169
Balance at June 30, 2020	$	47,721		4,872			-		559		497		(54,344	)		(695	)		53		(642	)

The accompanying notes are an integral part of the interim consolidated financial statements.

6

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the year ended December 31, 2020

	Attributable to equity holders of the Company
	Share capital and premium		Reserve from share-based payment transactions			Warrants			Transactions with non- controlling interests		Foreign currency translation reserve		Accumulated deficit			Total			Non-controlling interests			Total equity
	USD in thousands
Balance at January 1, 2020	$	45,636	$	4,862		$	464		$	261	$	497	$	(51,706	)	$	14		$	-		$	14
Income (loss)		-								-		-		(3,482	)		(3,482	)		(53	)		(3,535	)
Warrants reclassification							(464	)									(464	)					(464	)
Issue of share capital, net of issue expenses (1)		2,763		-			2,207			-		-		-			4,970			-			4,970
Conversion of convertible debentures		3		-			-			-		-		-			3			-			3
Non-controlling interests		-		-			-			298		-		-			298			53			351
Expiration of share options		638		(638	)		-			-		-		-			-			-			-
Cost of share-based payment		-		91			-			-		-		-			91			-			91
Balance at December 31, 2020	$	49,040		4,315			2,207			559		497		(55,188	)		1,430			-			1,430

(1) Net of issue expenses of $784 thousand.

The accompanying notes are an integral part of the interim consolidated financial statements.

7

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,						Year Ended December 31,
	2021			2020			2020
	Unaudited						Audited
	USD in thousands
Cash flows from operating activities:
Loss	$	(2,650	)	$	(2,638	)	$	(3,535	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to the profit or loss items:
Depreciation and amortization		1			33			164
Cost of share-based payment		24			169			91
Finance expenses, net		13			710			(476	)
Impairment of investment in associate		-			-			795
		38			912			574
Working capital adjustments:
Decrease (increase) in other accounts receivable		(137	)		(557	)		(519	)
Increase (decrease) in trade payables		(202	)		193			(752	)
Decrease in other accounts payable		-			(43	)		(75	)
		(339	)		(407	)		(1,346	)
Net cash used in operating activities	$	(2,951	)	$	(2,133	)	$	(4,307	)

The accompanying notes are an integral part of the interim consolidated financial statements.

8

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,						Year Ended December 31,
	2021			2020			2020
	Unaudited						Audited
	USD in thousands
Cash flows from investing activities:
Investment in restricted bank deposits		(1	)	$	-		$	24
Net cash provided by investing activities		(1	)		-			24
Cash flows from financing activities:
Proceeds from issue of share capital and warrants (net of issuance expenses) (Note 4)		7,699			1,441			5,026
Payment of issuance expenses related to previous period (b)		-			-			116
Interest paid on lease liability		-			-			(7	)
Repayment of lease liability		-			-			(26	)
Exercise of warrants (Note 4c)		1,085			-			-
Repayment of short-term credit		(188	)		(8	)		(1,410	)
Receipt of short-term credit from others, net		-			(26	)		1,660
Net cash provided by financing activities		8,596			1,407			5,359
Increase (decrease) in cash and cash equivalents		5,644			(726	)		1,076
Cash and cash equivalents at the beginning of the period		1,946			870			870
Cash and cash equivalents at the end of the period		7,590		$	144		$	1,946

The accompanying notes are an integral part of the interim consolidated financial statements.

9

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,				Year Ended December 31,
	2021		2020		2020
	Unaudited				Audited
	USD in thousands
(a) Significant non-cash transactions:
Investment in associate	$	-	$	742	$	-
Exercise of warrants	$	-	$	1,419	$	-
Modification of leasing agreement	$	-	$	101	$	-

The accompanying notes are an integral part of the interim consolidated financial statements.

10

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:- GENERAL

a. SciSparc Ltd. (“SciSparc” or the “Company”), a pharmaceutical company, was incorporated in Israel and commenced its operations on August 23, 2004. Until March 2014, SciSparc and its subsidiaries at the time (the “Group”) were mainly engaged in developing several innovative immunotherapy products and SciSparc’s own patents in the immunotherapy field. In August 2015, the Company decided to adopt a different business strategy according to which it would focus on developing a portfolio of approved drugs based on cannabinoid molecules. With this focus, the Company is currently engaged in the development programs based on Δ9-tetrahydrocannabinol and/or non-psychoactive cannabidiol for the treatment of Tourette syndrome and for the treatment of obstructive sleep apnea, pain and autism spectrum disorder.

As of June 30, 2021, SciSparc has two subsidiaries, both of which are companies incorporated under the laws of Israel (the “Subsidiaries”): (1) Brain Bright Ltd. (“Brain Bright”); and (2) Evero Health Ltd.

Both of the Subsidiaries are private companies, and as of the date of these financial statements, Brain Bright is an inactive company with no assets or liabilities. SciSparc also owns approximately 27% of Lara Pharm Ltd.’s (“Lara”) share capital. Lara is a private company incorporated under the laws of Israel which, to the best knowledge of the Company, does not engage in any business, and in any event, SciSparc does not have significant influence on Lara since it has no representation in Lara’s board of directors. The Company wrote-off the entire investment in Lara in 2015.

On October 3, 2018, SciSparc obtained control over Therapix Healthcare Resources Inc. (“THR”), a Delaware corporation, which was established on July 31, 2018, by holding 82.36% of THR’s equity. On June 27, 2019, following the finalization of THR’s dissolution, SciSparc deconsolidated THR.

b. These interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2020, and accompanying notes, that were filed with the SEC on March 30, 2021. (the “2020 Annual Consolidated Financial Statements”).

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SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:- GENERAL (cont.)

c. All information in the interim consolidated financial statements regarding the ADSs assumes that all of the Company’s Ordinary Shares have been converted into ADSs. As of June 30, 2021, each ADS represented 140 Ordinary Shares (see Note 4a). [See Note 7a, “Subsequent Events After the Reporting Period” for additional information.]

d. The Company incurred a net loss of approximately $2.65 million and had negative cash flows from operating activities of approximately $2.95 million for the six-month period ended June 30, 2021. As of June 30, 2021, the Company had an accumulated deficit of approximately $57.8 million as a result of recurring operating losses. As the Company presently has no activities that generate revenues, the Company’s continued operation is dependent on its ability to raise funding from external sources. This dependency will continue until the Company will be able to finance its operations by selling its products or commercializing its technology. Also, all of the Company’s current research and development operations are in abeyance and require additional funds before they can progress. In addition, the Company’s management believes that the balance of cash held by the Company as of August 15, 2021 (the “Approval Date”), in which the interim consolidated financial statements for the period ended June 30, 2021, were approved, will be sufficient to finance its operating activities in the foreseeable future.

e. The interim consolidated financial statements of the Company for the six-month period ended on June 30, 2021 were approved for issue on August 15, 2021. In connection with the preparation of the interim consolidated financial statements and in accordance with authoritative guidance for subsequent events, the Company evaluated subsequent events after the consolidated statements of financial position date of June 30, 2021, through August 15, 2021, the date on which the unaudited interim consolidated financial statements were available to be issued.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation of the interim consolidated financial statements:

The interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The significant accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2020 Annual Consolidated Financial Statements.

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SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3:- CONVERTIBLE LOANS

a. On January 15, 2020, the Company entered into a bridge loan agreement (the “Bridge Loan”) with a third party, in which the third party lent to the Company $50 thousand (the “Bridge Loan Amount”). On April 17, 2020, the Bridge Loan Amount was fully repaid by the Company, including interest in the amount of $2 thousand. Accordingly, the Bridge Loan was terminated with no further effect.

b. On March 19, 2020, the Company entered into a securities purchase agreement with Dekel Pharmaceutical Ltd. (“Dekel”) pursuant to which Dekel agreed to invest in the Company through a private placement transaction (the “Private Placement”). At the time of the Private Placement, Dekel was considered as a related party to the Company; however, it is no longer a related party to the Company. In connection with the Private Placement, Dekel received convertible promissory notes (the “Notes”), with an aggregate original principal amount of approximately $350,000 at an aggregate purchase price of $315,000 to be paid in several tranches spread across a twelve-month period. In addition, the Company issued a warrant to purchase up to 4,490 ADSs of the Company (the “Private Placement Warrant”) and 571 ADSs. The initial tranche of the Private Placement was for a principal amount of $220,000 at a purchase price of $198,000. The Notes are unsecured, have a maturity date of March 23, 2021, bear interest at a rate of 12% per annum, and may be converted, at the election of the holder, into ADSs at an initial conversion price of $24.50 per ADS (the “Fixed Conversion Price”), subject to adjustments. After the six-month anniversary of the issuance of the Notes, the conversion price shall be equal to the lower of the Fixed Conversion Price or 70% of the lowest trading price of the ADSs as reported on Nasdaq or any exchange upon which the ADSs or ordinary shares of the Company are traded at such time, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Private Placement Warrant is exercisable at any time on or after the actual closing date and on or prior to the close of business on the five-year anniversary of the date of issuance, at an initial exercise price of $24.50 per ADS, subject to adjustment. On November 8, 2020, the Notes were terminated and the initial tranche was fully repaid by the Company.

General Overview of Valuation Approaches used in the Valuation:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Economic methodology:

The Private Placement Warrant’s’ fair value was calculated using the Black–Scholes option pricing model, which takes into account the parameters as disclosed below for each period valuated, in which a valuation was performed at (i) the issuance date, and (ii) each reporting date with the following assumptions:

	June 30, 2021		December 31, 2020
Dividend yield (%)		0		0
Expected volatility (%)		136		132
Risk-free interest rate (%)		0.87		0.38
Underlying Share Price ($)		7.98		3.625
Exercise price ($)		24.5		24.5
Warrants fair value ($)		5.51		2.22

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SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4: EQUITY

a. Composition of share capital as of June 30, 2021, June 30, 2020 and December 31, 2020:

June 30, 2021

December 31, 2020

June 30, 2020

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary Shares of no par value each

3,600,000,000

317,686,651

1,800,000,000

145,148,593

1,000,000,000

563,521,454

Description of ADSs: 

The Bank of New York Mellon, as depositary, registers and delivers the Company’s ADSs. Each ADS represents one hundred and forty (140) Ordinary Shares.. Each ADS also represents any other securities, cash or other property which may be held by the depositary.

Reverse Share Split

On September 17, 2020, the Company convened a special general meeting of its shareholders, whereby the shareholders approved, inter alia, (i) an increase to the Company’s share capital from 500,000,000 Ordinary Shares to 750,000,000 Ordinary Shares; and (ii) a reverse split of the Company’s share capital up to a ratio of 20:1 (the “Reverse Split”).

On October 16, 2020, the Company convened a special general meeting of its shareholders, whereby the shareholders approved an increase to the Company’s share capital from 750,000,000 Ordinary Shares to 1,800,000,000 Ordinary Shares.

On October 1, 2020, the Company’s Board resolved that the final ratio for the Reverse Split will be 20:1, which went effective on October 16, 2020. Concurrently with the Reverse Split, a change to the ratio of its ADSs to its ordinary shares was effective pursuant to which each ADS representing 40 Ordinary Shares changed to each ADS representing 140 Ordinary Shares.

On March 2, 2021, the Company convened a special general meeting of its shareholders, whereby the shareholders approved to eliminate the par value of the Ordinary Shares and an increase to the Company’s share capital from 1,800,000,000 Ordinary Shares to 3,600,000,000 ordinary shares.

On July 19, 2021, the Company’s Board resolved that the final ratio for the Reverse Split will be 140:1, which went effective on August 9, 2021. Concurrently with the Reverse Split, a change to the ratio of its ADSs to its Ordinary Shares was effective pursuant to which each ADS representing 140 ordinary shares changed to each ADS representing 1 Ordinary Share. Since the ADS to ordinary shares ratio is being reduced on the same proportionate basis as the reverse split, no overall effect on the ADS share price is expected. The number of ADSs held by each holder is not expected to change, and no action is required by ADS holders.

Issued and outstanding share capital:

	Number of ordinary shares
Balance at January 1, 2021		145,148,593
Cancellation of shares		(182	)
Issuance of share capital – March 2021 Financing Round (Note 4d)		128,284,240
Exercise of November 2020 Warrants (Note 4c)		30,254,000
Exercise of Pre-funded warrants (Note 4d)		14,000,000
Balance at June 30, 2021		317,686,651

14

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4: EQUITY (cont.)

b. On April 1, 2020 the Company entered into a definitive securities purchase agreement (the “April 2020 Purchase Agreement”) with institutional investors to purchase 4,166,668 units, each consisting of (i) one pre-funded warrant to purchase one ADS and (ii) one Series B warrant to purchase one ADS, at a purchase price of $0.2999 per unit. The Series B warrants have an exercise price of $0.43 per ADS, are exercisable upon issuance and expire five years from the date of issuance. The offering resulted in gross proceeds to the Company of approximately $1.25 million. The closing of the sale of the securities took place on April 3, 2020. After the closing of the April 2020 Purchase Agreement and until the Approval Date, all pre-funded warrants were exercised. In addition, 4,161,668 of the Series B warrants were exercised pursuant to a cashless exercise mechanism as described in the April 2020 Purchase Agreement for no further consideration to the Company. As of the Approval Date, there were 5,000 Series B warrants unexercised.

The Series B warrants are classified as a financial liability that will be measured at fair value, through profit or loss, as of the issuance date and on any following financial reporting date (accordingly, issue expenses related to the Series B warrants will be recorded through profit or loss). No consideration will be left to attribute to the pre-funded warrants, which is an equity instrument.

The valuation of the conversion component of the Series B warrants was set at fair value, as required in IFRS 9, and in accordance with IFRS 13, and was categorized as Level 3 by the Company.

c. On November 20, 2020, the Company completed an offering for gross proceeds of $4,200,000 by way of the issuance of an aggregate of 835,447 units, each consisting of (i) one ADS and (ii) two warrants to purchase one ADS each, at a purchase price of $5.02 per unit (“November 2020 Warrants”). The November 2020 Warrants have an exercise price of $5.02 per ADS, will be exercisable upon issuance and will expire five years from the date of issuance.

The November 2020 Warrants are classified as issued warrants in the Company’s equity.

During February 2021 through to June 2021, the Company received proceeds of $1,085,000 in respect of the exercise of 216,100 of the November 2020 Warrants and issued 30,254,000 shares.

15

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4: EQUITY (cont.)

d. On March 4, 2021, the Company completed a private offering with several accredited and institutional investors for gross proceeds of $8,150,000, providing for the issuance of an aggregate of 1,152,628 units, as follows: (a) 916,316 units at a price of $7.07 per unit, consisting of (i) one ADS of the Company, and (ii) a Series A Warrant to purchase an equal number of units purchased (the “2021 Series A Warrant”) and a Series B Warrant (the “2021 Series B Warrant”) to purchase half the number of units, and (b) 236,312 pre-funded units at a price of $7.069 per unit, consisting of (i) one pre-funded warrant to purchase one ADS and (ii) one 2021 Series A Warrant and one 2021 Series B Warrant.

The Series A Warrant have an exercise price of $7.07 per ADS and the Series B Warrants have an exercise price of $10.60 per ADS “March 2021 Warrants”). Both were exercisable upon issuance and will expire five years from the date of issuance.

The March 2021 Warrants are classified as issued warrants in the Company’s equity.

During June 2021, the Company issued 14,000,000 shares in respect of the exercise of 100,000 of the pre-funded warrant.

NOTE 5:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

	Six months ended June 30,				Year Ended December 31,
	2021		2020		2020
	Unaudited				Audited
	USD in thousands
a. Research and development expenses:
Wages and related expenses	$	183	$	181	$	322
Share-based payment		17		100		69
Clinical studies		49		1		-
Regulatory, professional and other expenses		322		178		119
Research and preclinical studies		142		33		139
Chemistry and formulations		249		-		-
		962		493		649
b. General and administrative expenses:
Wages and related expenses		99		106		237
Share-based payment		7		69		22
Professional and directors’ fees		884		679		1,283
Business development expenses		-		5		58
Office maintenance, rent and other expenses		55		53		182
Investor relations and business expenses		562		7		22
Regulatory expenses		58		51		98
	$	1,665	$	970		1,902

16

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

a. Public health epidemics or outbreaks could adversely impact the Company’s business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including in Israel, and infections have been reported globally. The extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could adversely impact the Company’s operations and workforce, including other Company’s research and clinical trials and its ability to raise capital, which in turn could have an adverse impact on the Company’s business, financial condition and results of operation

The Company will continue to monitor the situation, in which as described above, the Company expects the COVID-19 pandemic to continue having an impact on the Company’s operations and the entire world during the following months.

b. On January 7, 2021, the general meeting of the Company’s shareholders approved the election of Mr. Amnon Ben Shay and Mr. Alon Dayan to serve as external directors of the Company, for a three-year term commencing as of the date of such meeting.

17

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	SciSparc Ltd./ADR
Document Type	6-K/A
Current Fiscal Year End Date	--12-31
Amendment Flag	true
Amendment Description	On August 16, 2021, SciSparc Ltd. (the “Company”) furnished a Form 6-K including unaudited consolidated interim financial statements as of June 30, 2021 (the “Original Form 6-K”). This Amendment on Form 6-K/A to the Original Form 6-K (this “Amendment”) is furnished to include as exhibits the unaudited consolidated interim financial statements and the XBRL Data Files for such unaudited consolidated interim financial statements. The XBRL Data Files should be read in conjunction with the unaudited consolidated interim financial statements included in the Original Form 6-K furnished on August 16, 2021 and included again in this Amendment as Exhibit 99.1Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, update or restate the information in any other item of the Original Form 6-K, or reflect any events that have occurred after the time of the Original Form 6-K.This Amendment is incorporated by reference into the registration statements on Form F-3 (File No. 333-225745 and File No. 333-233417) and on Form S-8 (File No. 333-225773) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Amendment is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Entity Central Index Key	0001611746
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity File Number	001-38041

XML

Consolidated Statements of Financial Position - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 7,590	$ 1,946	$ 144
Restricted deposit	11	10	34
Other accounts receivable	731	594	632
Total current assets	8,332	2,550	810
NON-CURRENT ASSETS:
Investment in associate			742
Property and equipment, net	10	11	41
Total non-current assets	10	11	783
Total assets	8,342	2,561	1,593
CURRENT LIABILITIES:
Trade payables	354	556	1,108
Other accounts payable	34	34	65
Short-term loan		188	61
Convertible component			397
Warrants	366	353
Total current liabilities	754	1,131	1,637
NON- CURRENT LIABILITIES:
Warrants			598
Total non-current liabilities			598
EQUITY (DEFICIT) ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
Share capital and premium	53,802	49,040	47,721
Reserve from share-based payment transactions	4,312	4,315	4,872
Warrants	6,256	2,207
Foreign currency translation reserve	497	497	497
Transactions with non-controlling interests	559	559	559
Accumulated deficit	(57,838)	(55,188)	(54,344)
Total equity attributable to equity holders of the company	7,588	1,430	(695)
Non-controlling interests			53
Total equity (deficit)	7,588	1,430	(642)
Total Equity and Liabilities	$ 8,342	$ 2,561	$ 1,593

XML

Consolidated Statements of Profit or Loss and Other Comprehensive Loss - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Profit or loss [abstract]
Research and development expenses	$ 962	$ 493	$ 649
General and administrative expenses	1,665	970	1,902
Other expenses			742
Operating loss	2,627	1,463	3,293
Finance income		(29)	(630)
Finance expenses	23	1,204	872
Loss from operations	2,650	2,638	3,535
Loss	2,650	2,638	3,535
Total comprehensive loss	2,650	2,638	3,535
Attributable to:
Equity holders of the Company	2,650	2,638	3,482
Non-controlling interests			(53)
Total Attributable	$ 2,650	$ 2,638	$ 3,535
Basic loss per share attributable to equity holders of the Company:
Loss from operations (in Dollars per share)	$ 0.01	$ 0.01	$ 0.10
Diluted loss per share attributable to equity holders of the Company:
Loss from operations (in Dollars per share)	$ 0.01	$ 0.01	$ 0.11

XML

Consolidated Statements of Changes in Equity (Deficit) - USD ($) $ in Thousands		Share capital and premium	Reserve from share-based payment transactions	Warrants	Transactions with non- controlling interests	Foreign currency translation reserve	Accumulated deficit	Total	Non-controlling interests	Total
Balance at Dec. 31, 2019		$ 46,100	$ 4,862		$ 261	$ 497	$ (51,706)	$ 14		$ 14
Income (loss)							(2,638)	(2,638)		(2,638)
Warrants reclassification
Issue of share capital		1,462						1,462		1,462
Non-controlling interests					298			298	53	351
Expiration of share options		159	(159)
Cost of share-based payment			169					169		169
Balance at Jun. 30, 2020		47,721	4,872		559	497	(54,344)	(695)	53	(642)
Balance at Dec. 31, 2019		46,100	4,862		261	497	(51,706)	14		14
Income (loss)							(3,482)	(3,482)	(53)	(3,535)
Warrants reclassification				$ (464)				(464)		(464)
Non-controlling interests					298			298	53	351
Issue of share capital, net of issue expenses	[1]	2,763		2,207				4,970		4,970
Conversion of convertible debentures		3						3		3
Expiration of share options		638	(638)
Cost of share-based payment			91					91		91
Balance at Dec. 31, 2020		49,040	4,315	2,207	559	497	(55,188)	1,430		1,430
Income (loss)							(2,650)	(2,650)		(2,650)
Issue of share capital, net of issue expenses	[2]	3,365		4,334				7,699		7,699
Exercise of warrants (Note 4c)		1,370		(285)				1,085		1,085
Expiration of share options		27	(27)
Cost of share-based payment			24					24		24
Balance at Jun. 30, 2021		$ 53,802	$ 4,312	$ 6,256	$ 559	$ 497	$ (57,838)	$ 7,588		$ 7,588

[1] Net of issue expenses of $784 thousand.

[2] Net of issue expenses of $449 thousand.

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Cash flows from operating activities:
Loss	$ (2,650)	$ (2,638)	$ (3,535)
Adjustments to the profit or loss items:
Depreciation and amortization	1	33	164
Cost of share-based payment	24	169	91
Finance expenses, net	13	710	(476)
Impairment of investment in associate			795
Total adjustments to the profit or loss	38	912	574
Working capital adjustments:
Decrease (increase) in other accounts receivable	(137)	(557)	(519)
Increase (decrease) in trade payables	(202)	193	(752)
Decrease in other accounts payable		(43)	(75)
Working capital	(339)	(407)	(1,346)
Net cash used in operating activities	(2,951)	(2,133)	(4,307)
Cash flows from investing activities:
Investment in restricted bank deposits	(1)		24
Net cash provided by investing activities	(1)		24
Cash flows from financing activities:
Proceeds from issue of share capital and warrants (net of issuance expenses) (Note 4)	7,699	1,441	5,026
Payment of issuance expenses related to previous period (b)			116
Interest paid on lease liability			(7)
Repayment of lease liability			(26)
Exercise of warrants (Note 4c)	1,085
Repayment of short-term credit	(188)	(8)	(1,410)
Receipt of short-term credit from others, net		(26)	1,660
Net cash provided by financing activities	8,596	1,407	5,359
Increase (decrease) in cash and cash equivalents	5,644	(726)	1,076
Cash and cash equivalents at the beginning of the period	1,946	870	870
Cash and cash equivalents at the end of the period	7,590	144	1,946
Investment in associate		742
Exercise of warrants		1,419
Modification of leasing agreement		$ 101

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General

6 Months Ended

Jun. 30, 2021

Disclosure Of General Explanatory [Abstract]

GENERAL

NOTE 1:- GENERAL

a. SciSparc Ltd. (“SciSparc” or the “Company”), a pharmaceutical company, was incorporated in Israel and commenced its operations on August 23, 2004. Until March 2014, SciSparc and its subsidiaries at the time (the “Group”) were mainly engaged in developing several innovative immunotherapy products and SciSparc’s own patents in the immunotherapy field. In August 2015, the Company decided to adopt a different business strategy according to which it would focus on developing a portfolio of approved drugs based on cannabinoid molecules. With this focus, the Company is currently engaged in the development programs based on Δ9-tetrahydrocannabinol and/or non-psychoactive cannabidiol for the treatment of Tourette syndrome and for the treatment of obstructive sleep apnea, pain and autism spectrum disorder.

As of June 30, 2021, SciSparc has two subsidiaries, both of which are companies incorporated under the laws of Israel (the “Subsidiaries”): (1) Brain Bright Ltd. (“Brain Bright”); and (2) Evero Health Ltd.

Both of the Subsidiaries are private companies, and as of the date of these financial statements, Brain Bright is an inactive company with no assets or liabilities. SciSparc also owns approximately 27% of Lara Pharm Ltd.’s (“Lara”) share capital. Lara is a private company incorporated under the laws of Israel which, to the best knowledge of the Company, does not engage in any business, and in any event, SciSparc does not have significant influence on Lara since it has no representation in Lara’s board of directors. The Company wrote-off the entire investment in Lara in 2015.

On October 3, 2018, SciSparc obtained control over Therapix Healthcare Resources Inc. (“THR”), a Delaware corporation, which was established on July 31, 2018, by holding 82.36% of THR’s equity. On June 27, 2019, following the finalization of THR’s dissolution, SciSparc deconsolidated THR.

b. These interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2020, and accompanying notes, that were filed with the SEC on March 30, 2021. (the “2020 Annual Consolidated Financial Statements”).

c. All information in the interim consolidated financial statements regarding the ADSs assumes that all of the Company’s Ordinary Shares have been converted into ADSs. As of June 30, 2021, each ADS represented 140 Ordinary Shares (see Note 4a). [See Note 7a, “Subsequent Events After the Reporting Period” for additional information.]

d. The Company incurred a net loss of approximately $2.65 million and had negative cash flows from operating activities of approximately $2.95 million for the six-month period ended June 30, 2021. As of June 30, 2021, the Company had an accumulated deficit of approximately $57.8 million as a result of recurring operating losses. As the Company presently has no activities that generate revenues, the Company’s continued operation is dependent on its ability to raise funding from external sources. This dependency will continue until the Company will be able to finance its operations by selling its products or commercializing its technology. Also, all of the Company’s current research and development operations are in abeyance and require additional funds before they can progress. In addition, the Company’s management believes that the balance of cash held by the Company as of August 15, 2021 (the “Approval Date”), in which the interim consolidated financial statements for the period ended June 30, 2021, were approved, will be sufficient to finance its operating activities in the foreseeable future.

e. The interim consolidated financial statements of the Company for the six-month period ended on June 30, 2021 were approved for issue on August 15, 2021. In connection with the preparation of the interim consolidated financial statements and in accordance with authoritative guidance for subsequent events, the Company evaluated subsequent events after the consolidated statements of financial position date of June 30, 2021, through August 15, 2021, the date on which the unaudited interim consolidated financial statements were available to be issued.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Disclosure of significant accounting policies [text block] [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation of the interim consolidated financial statements:

The interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The significant accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2020 Annual Consolidated Financial Statements.

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Convertible Loans

6 Months Ended

Jun. 30, 2021

Convertible Loan [Abstract]

CONVERTIBLE LOANS

NOTE 3:- CONVERTIBLE LOANS

a. On January 15, 2020, the Company entered into a bridge loan agreement (the “Bridge Loan”) with a third party, in which the third party lent to the Company $50 thousand (the “Bridge Loan Amount”). On April 17, 2020, the Bridge Loan Amount was fully repaid by the Company, including interest in the amount of $2 thousand. Accordingly, the Bridge Loan was terminated with no further effect.

b. On March 19, 2020, the Company entered into a securities purchase agreement with Dekel Pharmaceutical Ltd. (“Dekel”) pursuant to which Dekel agreed to invest in the Company through a private placement transaction (the “Private Placement”). At the time of the Private Placement, Dekel was considered as a related party to the Company; however, it is no longer a related party to the Company. In connection with the Private Placement, Dekel received convertible promissory notes (the “Notes”), with an aggregate original principal amount of approximately $350,000 at an aggregate purchase price of $315,000 to be paid in several tranches spread across a twelve-month period. In addition, the Company issued a warrant to purchase up to 4,490 ADSs of the Company (the “Private Placement Warrant”) and 571 ADSs. The initial tranche of the Private Placement was for a principal amount of $220,000 at a purchase price of $198,000. The Notes are unsecured, have a maturity date of March 23, 2021, bear interest at a rate of 12% per annum, and may be converted, at the election of the holder, into ADSs at an initial conversion price of $24.50 per ADS (the “Fixed Conversion Price”), subject to adjustments. After the six-month anniversary of the issuance of the Notes, the conversion price shall be equal to the lower of the Fixed Conversion Price or 70% of the lowest trading price of the ADSs as reported on Nasdaq or any exchange upon which the ADSs or ordinary shares of the Company are traded at such time, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Private Placement Warrant is exercisable at any time on or after the actual closing date and on or prior to the close of business on the five-year anniversary of the date of issuance, at an initial exercise price of $24.50 per ADS, subject to adjustment. On November 8, 2020, the Notes were terminated and the initial tranche was fully repaid by the Company.

General Overview of Valuation Approaches used in the Valuation:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Economic methodology:

The Private Placement Warrant’s’ fair value was calculated using the Black–Scholes option pricing model, which takes into account the parameters as disclosed below for each period valuated, in which a valuation was performed at (i) the issuance date, and (ii) each reporting date with the following assumptions:

	June 30, 2021		December 31, 2020
Dividend yield (%)		0		0
Expected volatility (%)		136		132
Risk-free interest rate (%)		0.87		0.38
Underlying Share Price ($)		7.98		3.625
Exercise price ($)		24.5		24.5
Warrants fair value ($)		5.51		2.22

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Equity

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

EQUITY

NOTE 4: EQUITY

a. Composition of share capital as of June 30, 2021, June 30, 2020 and December 31, 2020:

June 30, 2021

December 31, 2020

June 30, 2020

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary Shares of no par value each

3,600,000,000

317,686,651

1,800,000,000

145,148,593

1,000,000,000

563,521,454

Description of ADSs: 

The Bank of New York Mellon, as depositary, registers and delivers the Company’s ADSs. Each ADS represents one hundred and forty (140) Ordinary Shares.. Each ADS also represents any other securities, cash or other property which may be held by the depositary.

Reverse Share Split

On September 17, 2020, the Company convened a special general meeting of its shareholders, whereby the shareholders approved, inter alia, (i) an increase to the Company’s share capital from 500,000,000 Ordinary Shares to 750,000,000 Ordinary Shares; and (ii) a reverse split of the Company’s share capital up to a ratio of 20:1 (the “Reverse Split”).

On October 16, 2020, the Company convened a special general meeting of its shareholders, whereby the shareholders approved an increase to the Company’s share capital from 750,000,000 Ordinary Shares to 1,800,000,000 Ordinary Shares.

On October 1, 2020, the Company’s Board resolved that the final ratio for the Reverse Split will be 20:1, which went effective on October 16, 2020. Concurrently with the Reverse Split, a change to the ratio of its ADSs to its ordinary shares was effective pursuant to which each ADS representing 40 Ordinary Shares changed to each ADS representing 140 Ordinary Shares.

On March 2, 2021, the Company convened a special general meeting of its shareholders, whereby the shareholders approved to eliminate the par value of the Ordinary Shares and an increase to the Company’s share capital from 1,800,000,000 Ordinary Shares to 3,600,000,000 ordinary shares.

On July 19, 2021, the Company’s Board resolved that the final ratio for the Reverse Split will be 140:1, which went effective on August 9, 2021. Concurrently with the Reverse Split, a change to the ratio of its ADSs to its Ordinary Shares was effective pursuant to which each ADS representing 140 ordinary shares changed to each ADS representing 1 Ordinary Share. Since the ADS to ordinary shares ratio is being reduced on the same proportionate basis as the reverse split, no overall effect on the ADS share price is expected. The number of ADSs held by each holder is not expected to change, and no action is required by ADS holders.

Issued and outstanding share capital:

	Number of ordinary shares
Balance at January 1, 2021		145,148,593
Cancellation of shares		(182	)
Issuance of share capital – March 2021 Financing Round (Note 4d)		128,284,240
Exercise of November 2020 Warrants (Note 4c)		30,254,000
Exercise of Pre-funded warrants (Note 4d)		14,000,000
Balance at June 30, 2021		317,686,651

b. On April 1, 2020 the Company entered into a definitive securities purchase agreement (the “April 2020 Purchase Agreement”) with institutional investors to purchase 4,166,668 units, each consisting of (i) one pre-funded warrant to purchase one ADS and (ii) one Series B warrant to purchase one ADS, at a purchase price of $0.2999 per unit. The Series B warrants have an exercise price of $0.43 per ADS, are exercisable upon issuance and expire five years from the date of issuance. The offering resulted in gross proceeds to the Company of approximately $1.25 million. The closing of the sale of the securities took place on April 3, 2020. After the closing of the April 2020 Purchase Agreement and until the Approval Date, all pre-funded warrants were exercised. In addition, 4,161,668 of the Series B warrants were exercised pursuant to a cashless exercise mechanism as described in the April 2020 Purchase Agreement for no further consideration to the Company. As of the Approval Date, there were 5,000 Series B warrants unexercised.

The Series B warrants are classified as a financial liability that will be measured at fair value, through profit or loss, as of the issuance date and on any following financial reporting date (accordingly, issue expenses related to the Series B warrants will be recorded through profit or loss). No consideration will be left to attribute to the pre-funded warrants, which is an equity instrument.

The valuation of the conversion component of the Series B warrants was set at fair value, as required in IFRS 9, and in accordance with IFRS 13, and was categorized as Level 3 by the Company.

c. On November 20, 2020, the Company completed an offering for gross proceeds of $4,200,000 by way of the issuance of an aggregate of 835,447 units, each consisting of (i) one ADS and (ii) two warrants to purchase one ADS each, at a purchase price of $5.02 per unit (“November 2020 Warrants”). The November 2020 Warrants have an exercise price of $5.02 per ADS, will be exercisable upon issuance and will expire five years from the date of issuance.

The November 2020 Warrants are classified as issued warrants in the Company’s equity.

During February 2021 through to June 2021, the Company received proceeds of $1,085,000 in respect of the exercise of 216,100 of the November 2020 Warrants and issued 30,254,000 shares.

d. On March 4, 2021, the Company completed a private offering with several accredited and institutional investors for gross proceeds of $8,150,000, providing for the issuance of an aggregate of 1,152,628 units, as follows: (a) 916,316 units at a price of $7.07 per unit, consisting of (i) one ADS of the Company, and (ii) a Series A Warrant to purchase an equal number of units purchased (the “2021 Series A Warrant”) and a Series B Warrant (the “2021 Series B Warrant”) to purchase half the number of units, and (b) 236,312 pre-funded units at a price of $7.069 per unit, consisting of (i) one pre-funded warrant to purchase one ADS and (ii) one 2021 Series A Warrant and one 2021 Series B Warrant.

The Series A Warrant have an exercise price of $7.07 per ADS and the Series B Warrants have an exercise price of $10.60 per ADS “March 2021 Warrants”). Both were exercisable upon issuance and will expire five years from the date of issuance.

The March 2021 Warrants are classified as issued warrants in the Company’s equity.

During June 2021, the Company issued 14,000,000 shares in respect of the exercise of 100,000 of the pre-funded warrant.

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Additional Information to the Items of Profit or Loss

6 Months Ended

Jun. 30, 2021

Disclosure of additional information [text block] [Abstract]

ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

NOTE 5:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

	Six months ended June 30,				Year Ended December 31,
	2021		2020		2020
	Unaudited				Audited
	USD in thousands
a. Research and development expenses:
Wages and related expenses	$	183	$	181	$	322
Share-based payment		17		100		69
Clinical studies		49		1		-
Regulatory, professional and other expenses		322		178		119
Research and preclinical studies		142		33		139
Chemistry and formulations		249		-		-
		962		493		649
b. General and administrative expenses:
Wages and related expenses		99		106		237
Share-based payment		7		69		22
Professional and directors’ fees		884		679		1,283
Business development expenses		-		5		58
Office maintenance, rent and other expenses		55		53		182
Investor relations and business expenses		562		7		22
Regulatory expenses		58		51		98
	$	1,665	$	970		1,902

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Significant Events During The Reporting Period

6 Months Ended

Jun. 30, 2021

Disclosure Of Significant Events During Reporting Period [Abstract]

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

NOTE 6:- SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

a. Public health epidemics or outbreaks could adversely impact the Company’s business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to several other countries, including in Israel, and infections have been reported globally. The extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally, could adversely impact the Company’s operations and workforce, including other Company’s research and clinical trials and its ability to raise capital, which in turn could have an adverse impact on the Company’s business, financial condition and results of operation

The Company will continue to monitor the situation, in which as described above, the Company expects the COVID-19 pandemic to continue having an impact on the Company’s operations and the entire world during the following months.

b. On January 7, 2021, the general meeting of the Company’s shareholders approved the election of Mr. Amnon Ben Shay and Mr. Alon Dayan to serve as external directors of the Company, for a three-year term commencing as of the date of such meeting.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of preparation of the interim consolidated financial statements

Basis of preparation of the interim consolidated financial statements:

The interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The significant accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2020 Annual Consolidated Financial Statements.

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Convertible Loans (Tables)

6 Months Ended

Jun. 30, 2021

Convertible Loan [Abstract]

Schedule of warrants fair value using Black–Scholes

	June 30, 2021		December 31, 2020
Dividend yield (%)		0		0
Expected volatility (%)		136		132
Risk-free interest rate (%)		0.87		0.38
Underlying Share Price ($)		7.98		3.625
Exercise price ($)		24.5		24.5
Warrants fair value ($)		5.51		2.22

XML

Equity (Tables)

6 Months Ended

Jun. 30, 2021

Equity [Abstract]

Schedule of share capital

June 30, 2021

December 31, 2020

June 30, 2020

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary Shares of no par value each

3,600,000,000

317,686,651

1,800,000,000

145,148,593

1,000,000,000

563,521,454

Schedule of issued and outstanding share capital

	Number of ordinary shares
Balance at January 1, 2021		145,148,593
Cancellation of shares		(182	)
Issuance of share capital – March 2021 Financing Round (Note 4d)		128,284,240
Exercise of November 2020 Warrants (Note 4c)		30,254,000
Exercise of Pre-funded warrants (Note 4d)		14,000,000
Balance at June 30, 2021		317,686,651

XML

Additional Information to the Items of Profit or Loss (Tables)

6 Months Ended

Jun. 30, 2021

Disclosure of additional information [text block] [Abstract]

Schedule of additional information to the items of profit or loss

	Six months ended June 30,				Year Ended December 31,
	2021		2020		2020
	Unaudited				Audited
	USD in thousands
a. Research and development expenses:
Wages and related expenses	$	183	$	181	$	322
Share-based payment		17		100		69
Clinical studies		49		1		-
Regulatory, professional and other expenses		322		178		119
Research and preclinical studies		142		33		139
Chemistry and formulations		249		-		-
		962		493		649
b. General and administrative expenses:
Wages and related expenses		99		106		237
Share-based payment		7		69		22
Professional and directors’ fees		884		679		1,283
Business development expenses		-		5		58
Office maintenance, rent and other expenses		55		53		182
Investor relations and business expenses		562		7		22
Regulatory expenses		58		51		98
	$	1,665	$	970		1,902

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General (Details) - USD ($) $ in Thousands		6 Months Ended		12 Months Ended
	Oct. 03, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Disclosure Of General Explanatory [Abstract]
Ownership interest, percentage		27.00%
Equity percentage	82.36%
Incurred a net loss		$ 2,650	$ 2,638	$ 3,535
Cash flows from operating activities		2,950
Accumulated deficit		$ 57,800

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Convertible Loans (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Apr. 17, 2020	Mar. 19, 2020	Jun. 30, 2021	Mar. 04, 2021	Nov. 20, 2020	Jan. 15, 2020
Convertible Loans (Details) [Line Items]
Convertible loan amount						$ 50
Interest	$ 2
Warrant to purchase (in Shares)			14,000,000	916,316	835,447
bear interest rate		12.00%
Maturity date		Mar. 23, 2021
Securities Purchase Agreement [Member] | Dekel Pharmaceutical Ltd [Member]
Convertible Loans (Details) [Line Items]
Original principal amount		$ 350,000
Purchase value		$ 315,000
ADS [Member]
Convertible Loans (Details) [Line Items]
Conversion Price (in Dollars per share)		$ 24.50
Warrant [Member] | Tranche [Member]
Convertible Loans (Details) [Line Items]
Original principal amount		$ 220,000
Purchase value		$ 198,000
Warrant [Member] | Private Placement [Member]
Convertible Loans (Details) [Line Items]
Warrant to purchase (in Shares)		571
Warrant [Member] | ADS [Member]
Convertible Loans (Details) [Line Items]
Warrant to purchase (in Shares)		4,490
Description of conversion loan		After the six-month anniversary of the issuance of the Notes, the conversion price shall be equal to the lower of the Fixed Conversion Price or 70% of the lowest trading price of the ADSs as reported on Nasdaq or any exchange upon which the ADSs or ordinary shares of the Company are traded at such time, for the 20 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Private Placement Warrant is exercisable at any time on or after the actual closing date and on or prior to the close of business on the five-year anniversary of the date of issuance, at an initial exercise price of $24.50 per ADS, subject to adjustment.

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Convertible Loans (Details) - Schedule of warrants fair value using Black–Scholes - $ / shares	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Schedule of warrants fair value using Black–Scholes [Abstract]
Dividend yield (%)	0.00%	0.00%
Expected volatility (%)	136.00%	132.00%
Risk-free interest rate (%)	0.87%	0.38%
Underlying Share Price ($)	$ 7.98	$ 3.625
Exercise price ($)	24.5	24.5
Warrants fair value ($)	$ 5.51	$ 2.22

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Equity (Details) - USD ($)						1 Months Ended			5 Months Ended	6 Months Ended
	Mar. 04, 2021	Mar. 02, 2021	Oct. 16, 2020	Oct. 01, 2020	Apr. 01, 2020	Jul. 19, 2021	Nov. 20, 2020	Sep. 17, 2020	Jun. 30, 2021	Jun. 30, 2021
Equity (Details) [Line Items]
Ordinary shares issued										(140)
Purchase agreement, description	(i) one ADS of the Company, and (ii) a Series A Warrant to purchase an equal number of units purchased (the “2021 Series A Warrant”) and a Series B Warrant (the “2021 Series B Warrant”) to purchase half the number of units, and (b) 236,312 pre-funded units at a price of $7.069 per unit, consisting of (i) one pre-funded warrant to purchase one ADS and (ii) one 2021 Series A Warrant and one 2021 Series B Warrant.				the Company entered into a definitive securities purchase agreement (the “April 2020 Purchase Agreement”) with institutional investors to purchase 4,166,668 units, each consisting of (i) one pre-funded warrant to purchase one ADS and (ii) one Series B warrant to purchase one ADS, at a purchase price of $0.2999 per unit. The Series B warrants have an exercise price of $0.43 per ADS, are exercisable upon issuance and expire five years from the date of issuance. The offering resulted in gross proceeds to the Company of approximately $1.25 million. The closing of the sale of the securities took place on April 3, 2020. After the closing of the April 2020 Purchase Agreement and until the Approval Date, all pre-funded warrants were exercised. In addition, 4,161,668 of the Series B warrants were exercised pursuant to a cashless exercise mechanism as described in the April 2020 Purchase Agreement for no further consideration to the Company. As of the Approval Date, there were 5,000 Series B warrants unexercised.		(i) one ADS and (ii) two warrants to purchase one ADS each, at a purchase price of $5.02 per unit (“November 2020 Warrants”). The November 2020 Warrants have an exercise price of $5.02 per ADS, will be exercisable upon issuance and will expire five years from the date of issuance.
Gross proceeds (in Dollars)	$ 8,150,000						$ 4,200,000		$ 1,085,000
Shares issued	916,316						835,447		14,000,000	14,000,000
Exercise of warrants									216,100
Shares issued	1,152,628								30,254,000
Price per unit (in Dollars per share)	$ 7.07
Warrant exercise price (in Dollars per share)										$ 10.60
Exercise of pre-funded warrant										100,000
Minimum [Member]
Equity (Details) [Line Items]
Ordinary shares issued		1,800,000,000
Ordinary shares issued (in Dollars)			$ 750,000,000					$ 500,000,000
Maximum [Member]
Equity (Details) [Line Items]
Ordinary shares issued		3,600,000,000
Ordinary shares issued (in Dollars)			$ 1,800,000,000					$ 750,000,000
ADS [Member]
Equity (Details) [Line Items]
Ordinary shares issued				140
Warrant exercise price (in Dollars per share)										$ 7.07
Non Adjusting Events [Member]
Equity (Details) [Line Items]
Ordinary shares issued						140

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Equity (Details) - Schedule of share capital - shares	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020
Number of shares
Number of shares, Authorized	3,600,000,000	1,800,000,000	1,000,000,000
Number of shares, Issued and outstanding	317,686,651	145,148,593	563,521,454

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Equity (Details) - Schedule of issued and outstanding share capital	6 Months Ended
	Jun. 30, 2021 shares
Schedule of issued and outstanding share capital [Abstract]
Number of ordinary shares, Balance at January 1, 2021	145,148,593
Number of ordinary shares, Cancellation of shares	(182)
Number of ordinary shares, Issuance of share capital – March 2021 Financing Round (Note 4d)	128,284,240
Number of ordinary shares, Exercise of November 2020 Warrants (Note 4c)	30,254,000
Number of ordinary shares, Exercise of Pre-funded warrants (Note 4d)	14,000,000
Number of ordinary shares, Balance at June 30, 2021	317,686,651

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Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	$ 962	$ 493	$ 649
General and administrative expenses	1,665	970	1,902
Wages and related expenses [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	183	181	322
General and administrative expenses	99	106	237
Share-based payment [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	17	100	69
General and administrative expenses	7	69	22
Clinical studies [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	49	1
Regulatory, professional and other expenses [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	322	178	119
Research and preclinical studies [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	142	33	139
Chemistry and formulations [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
Research and development expenses	249
Professional and directors' fees [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
General and administrative expenses	884	679	1,283
Business development expenses [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
General and administrative expenses		5	58
Office maintenance, rent and other expenses [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
General and administrative expenses	55	53	182
Investor relations and business expenses [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
General and administrative expenses	562	7	22
Regulatory expenses [Member]
Additional Information to the Items of Profit or Loss (Details) - Schedule of additional information to the items of profit or loss [Line Items]
General and administrative expenses	$ 58	$ 51	$ 98