6-K

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 September 2023 (Report No. 4)

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 September 27, 2023, the Company issued a press release titled “SciSparc Announces Expected Implementation of 1-for-26 Reverse Share Split.” A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

On September 29, 2023, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc to Initiate Its Clinical Trial with SCI-210 in Pediatrics with Autism Spectrum Disorder.” A copy of this press release is furnished herewith as Exhibit 99.2 and incorporated by reference herein. 

Exhibit 99.1 and the first, second, fourth, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” of the press release included as Exhibit 99.2 of this Report of Foreign Private Issuer on Form 6-K are incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-269839, File No. 333-266047, File No. 333-233417, File No. 333-248670 and File No. 333-255408) and on Form S-8 (File No. 333-225773) filed with the Securities and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit No.
99.1	Press release issued by SciSparc Ltd. dated September 27, 2023, titled “SciSparc Announces Expected Implementation of 1-for-26 Reverse Share Split.”
99.2	Press release issued by SciSparc Ltd. dated September 29, 2023, titled “SciSparc to Initiate Its Clinical Trial with SCI-210 in Pediatrics with Autism Spectrum Disorder.”

2

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: September 29, 2023	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

3

EX-99.1

Exhibit 99.1

SciSparc Announces Expected Implementation of 1-for-26 Reverse Share Split

Following the reverse share split, the Company will have approximately 521,090 Ordinary Shares issued and outstanding

TEL AVIV, Israel, Sept. 27, 2023 (GLOBE NEWSWIRE) --  SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases of the central nervous system, announces today that its previously announced reverse share split of its issued and outstanding ordinary shares, no par value at a ratio of 1-for-26, is expected to be implemented after market close today. The Company’s Ordinary Shares will begin trading on the Nasdaq Capital Market on a post-split basis at the market open on September 28, 2023, under the Company’s existing trading symbol “SPRC”.

The reverse stock split was approved by the Company’s shareholders at the Company’s Annual Meeting of Shareholders held on August 18, 2023 to be effected in the board of director’s discretion within approved parameters.

Following the implementation of the reverse split, the Company’s authorized share capital will not be adjusted under the Company’s articles of association, as currently in effect (the “Articles”), which as of the date hereof consists of 75,000,000 Ordinary Shares, no par value. The reverse split will adjust the number of issued and outstanding Ordinary Shares of the Company from approximately 13.5 million Ordinary Shares to approximately 521,090 Ordinary Shares, subject to any further adjustments based on the treatment of fractional shares.

No fractional Ordinary Shares will be issued as a result of the reverse split. In accordance with the Company’s Articles, all fractional shares shall be rounded up to the nearest whole ordinary share, such that only shareholders holding fractional consolidated shares of one half of one whole share or more shall be entitled to receive one consolidated share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options or warrants entitling the holders to purchase Ordinary Shares.

About SciSparc Ltd. (Nasdaq: SPRC):

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company 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; SCI-160 for the treatment of pain; and SCI-210 for the treatment of ASD and status epilepticus. The Company also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seeds oil-based products on the Amazon.com Marketplace.

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 is using forward-looking statements when it discusses the implementation of the reverse share split. 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 May 1, 2023, 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:
IR@scisparc.com
Tel: +972-3-6167055

EX-99.2

Exhibit 99.2

SciSparc Initiated Its Clinical Trial with SCI-210 in Pediatrics with Autism Spectrum Disorder

TEL AVIV, Israel, Sept. 29, 2023 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare disease of the central nervous system, today announced the initiation of a pivotal clinical trial for its drug candidate, SCI-210, at the Soroka University Medical Center. SCI-210 is designed to help control symptoms of Autism Spectrum Disorder (“ASD”) and is an innovative proprietary combination of cannabidiol (“CBD”) and SciSparc’s Palmitoylethanolamide (PEA), the active ingredient of its proprietary CannAmide™.

The study will evaluate the safety, tolerability, and efficacy of SCI-210, in comparison to CBD monotherapy in treating ASD. Designed as a randomized, double-blind, placebo-controlled trial with a cross-over study, the trial will span 20 weeks and involve 60 children between 5-18 years old. The trial’s primary efficacy endpoints include three rigorous assessments: the Aberrant Behavior Checklist-Community (ABC-C) parent questionnaire; the Clinical Global Impressions-Improvement (CGI-I) scale, administered by healthcare professionals; and the determination of the effective therapeutic dosage.

Oz Adler, Chief Executive Officer of SciSparc weighed in on the significance of the trial, stated, “The initiation of this clinical trial signifies a major leap forward in our collective effort to understand and effectively treat ASD. Partnering with the National Autism Research Center, Israel’s foremost authority on autism research, underscores our unwavering commitment to scientific rigor and patient safety. Our goals are to create an effective and safe treatment for ASD and to improve the quality of life for these children and their families. We are optimistic that SCI-210 could be a game-changer in ASD treatment.”

The trial was designed in collaboration with the National Autism Research Center, Israel’s leading institution for autism research.

The Soroka University Medical Center, one of the most prestigious healthcare institutions in Israel, will host the study. This location offers an advanced clinical setting, coupled with a multidisciplinary team of experts in neurology and developmental disorders, which the Company believes demonstrates the trial’s high scientific and ethical standards.

ASD is a neurodevelopmental condition that profoundly impacts social interaction and communication skills. The term “spectrum” in Autism Spectrum Disorder encapsulates the wide array of symptoms and severity levels associated with this complex condition.

About SciSparc Ltd. (Nasdaq: SPRC):

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company 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; SCI-160 for the treatment of pain; and SCI-210 for the treatment of ASD and status epilepticus. The Company also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seeds’ oil-based products on the Amazon.com Marketplace.

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 is using forward-looking statements when it discusses: the goals and objectives of the SCI-210 clinical trial; and the Company’s optimism that SCI-210 could be a game-changer in ASD treatment. 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 May 1, 2023, 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:
IR@scisparc.com
Tel: +972-3-6167055