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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 June 2023 (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 June 7, 2023, SciSparc Ltd. (the “Company”) entered into a license and distribution agreement (the “Agreement”) with SciSparc Nutraceuticals Inc. (“SciSparc Nutraceuticals”), a subsidiary in which the Company owns approximately a 51% equity interest, pursuant to which it granted SciSparc Nutraceuticals an exclusive license to sell and market its PEA oral tablets, CannAmide™ on the Amazon.com marketplace in Canada.
Pursuant to the Agreement, the Company will sell to SciSparc Nutraceuticals, CannAmide™ at a cost price plus 3% of gross revenues. SciSparc Nutraceuticals will use its best efforts to maximize the sale of CannAmide™. The Agreement is for a term of 12 months and may be terminated by either party with 30 days’ advance notice.
All rights, title and/or interest in any intellectual property associated with CannAmide™, including, but not limited to, any copyrights, patents, trademarks, knowhow, trade secrets and goodwill associated with the CannAmide™, as well as any and/or derivatives and/or applications thereof and such will remain sole property of the Company.
The Agreement also contains customary provisions including representations, warranties, covenants and indemnification of the Company by SciSparc Nutraceuticals.
On June 7, 2023, the Company issued a press release titled “SciSparc Grants an Exclusive License for the Sales of CannAmide™ on the Amazon Marketplace in Canada to SciSparc Nutraceuticals,” a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
This Report of Foreign Private Issuer on Form 6-K, excluding its exhibit, is incorporated by reference into the 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.
EXHIBIT INDEX
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: June 12, 2023 | By: | /s/ Oz Adler |
| Name: | Oz Adler | |
| Title: | Chief Executive Officer and Chief Financial Officer |
|
2
Exhibit 99.1
SciSparc Grants an Exclusive License for the Sales of CannAmide™ on the Amazon Marketplace in Canada to SciSparc Nutraceuticals
TEL AVIV, Israel, June 07, 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 of the central nervous system, today announced that it entered into a license and distribution agreement with SciSparc Nutraceuticals Inc. (“SciSparc Nutraceuticals”), a subsidiary in which the Company owns approximately a 51% equity interest, pursuant to which it granted SciSparc Nutraceuticals an exclusive license to sell and market CannAmide™ on the Amazon.com marketplace in Canada (“License Agreement”).
CannAmide™ is an immediate unique palmitoylethanolamide (PEA) oral formulation for the reduction of chronic pain and inflammation. CannAmide™ is currently available in tablet form, with each dose containing a 400mg active pharmaceutical ingredient. It has been designated a product license issuance from the Natural and Non-prescription Health Products Directorate (NNHPD) from Health Canada, for sale as a supplement within the nutraceuticals market.
PEA is a cannabinoid mimetic lipid molecule found throughout the body, including the central nervous system. Similar to cannabinoids, PEA has been shown to have neuroprotective, anti-inflammatory, analgesic and anti-convulsant properties.
SciSparc Nutraceuticals’ business focusses on the sale of hemp seeds’ oil-based products on the Amazon.com marketplace, under the brand Wellution™. SciSparc Nutraceuticals plans on expanding its reach by marketing its brand’s products in additional global markets and by broadening its products’ offering.
Pursuant to the License Agreement, the Company will sell to SciSparc Nutraceuticals CannAmide™ at a cost price plus 3% of gross revenues. The License Agreement is for a term of 12 months and may be terminated by either party with 30-days’ advance notice. The License Agreement also contains customary representations, warranties, covenants and indemnification provisions.
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 cannabidiol (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 autism spectrum disorder and status epilepticus. The Company also owns a controlling interest in a subsidiary whose business focusses 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 sale and marketing of CannAmide ™ on the Amazon.com marketplace in Canada; and the expansion of SciSparc Nutraceuticals’ offerings to additional markets and by broadening its products’ offering. 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 U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2023, and in subsequent filings with the SEC. 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