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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 July 2025 (Report No. 3)
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
Press Releases
On July 30, 2025, SciSparc Ltd. (the “Company”) issued: (i) a press release titled “SciSparc-Clearmind Collaboration Leads to Filing of International Patent Application for Novel Combination Therapy Targeting Weight Loss and Fatty Liver Disease,” a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein; and (ii) a press release titled “SciSparc Announces Updates Regarding Proposed Merger; Form F-4 Registration Statement Has Been Declared Effective by SEC,” a copy of which is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.
Additional Information and Where You Can Find It
In connection with the proposed transactions between the Company and AutoMax Motors Ltd. (“AutoMax”), the Company has filed a registration statement, which has been declared effective by the SEC, and a proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”). This communication is not a substitute for the registration statement or the proxy statement/prospectus or any other documents that the Company may file with the SEC or send to its shareholders in connection with the proposed transactions. Before making any voting decision, investors and securityholders are urged to read the registration statement or the proxy statement/prospectus, as applicable, and all other relevant documents filed or furnished or that will be filed with or furnished to the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction and related matters.
You may obtain free copies of the registration statement, the proxy statement/prospectus and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC at www.sec.gov. The proxy statement/prospectus is available free of charge on the Company’s website at https://investor.scisparc.com/, by contacting the Company’s Investor Relations at IR@scisparc.com or by phone at +972-3-6167055.
Participants in Solicitation
The Company, AutoMax and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s Ordinary Shares in connection with the proposed transaction. Information about the Company’s directors and executive officers is set forth in the Company’s Annual Report on Form 20-F, for the year ended December 31, 2024, filed with the SEC on April 24, 2025. Other information regarding the interests of such individuals, as well as information regarding AutoMax’s directors and executive officers and other persons who may be deemed participants in the proposed transaction, is set forth in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
Non-Solicitation
This Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Third Amendment to LOI with Miza III Ventures Inc
On July 31, 2025, the Company entered into a third amendment (the “Amendment”) to the non-binding letter of intent (the “LOI”), as amended on December 16, 2024 and on March 28 2025, with Miza III Ventures Inc. (“Miza”). According to the Amendment, the deadline to enter into definitive agreements was extended from June 30, 2025, to October 15, 2025, provided that such date may be further extended by mutual written agreement of the parties, and to close the proposed transaction by no later than October 31, 2025, which was extended from July 31, 2025. All other material terms of the LOI remain unchanged and the parties continue to work diligently towards the completion of the proposed transaction.
Forward-Looking Statements
This Form 6-K 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, the Company is using forward-looking statements when discussing that the deadline to enter into definitive agreements may be further extended by mutual written agreement of the parties and the timing of the closing of the proposed transaction. Since such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Form 6-K. The forward-looking statements contained or implied in this Form 6-K are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the SEC on April 24, 2025, and in subsequent filings with the SEC. Except as otherwise required by law, the Company 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.
Incorporation by Reference
This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and on Form S-8 (File Nos. 333-278437, 333-225773 and 333-286791) 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.
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: July 31, 2025 | By: | /s/ Oz Adler |
| Name: | Oz Adler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
SciSparc-Clearmind Collaboration Leads to Filing of International Patent Application for Novel Combination Therapy Targeting Weight Loss and Fatty Liver Disease
TEL AVIV, Israel, July 30, 2025 (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, announced today that its collaboration with Clearmind Medicine Inc. (Nasdaq: CMND) (“Clearmind”) has led to the filing of a new international patent application under the Patent Cooperation Treaty. The application covers its innovative combination therapy of 5-methoxy-2-aminoindane and N-Acylethanolamines (MEAI) and Palmitoylethanolamide (PEA).
This proprietary combination is designed to address two significant global health challenges: obesity and metabolic dysfunction-associated steatotic liver disease (MASLD). According to the World Health Organization, obesity affects over 890 million people worldwide and is a leading risk factor for a range of chronic conditions. Meanwhile, non-alcoholic fatty liver disease (NAFLD), which is closely linked to metabolic disorders and poor long-term outcomes, is estimated to impact more than 30% of the global adult population, according to the article titled “Global incidence of non-alcoholic fatty liver disease: A systematic review and meta-analysis of 63 studies and 1,201,807 persons,” published in August 2023. Despite the scale of these problems, treatment options remain limited.
According to Clearmind, the novel approach has the potential to offer a safe and effective therapeutic alternative, leveraging the unique pharmacological profile of MEAI alongside the anti-inflammatory and neuroprotective properties of PEA.
This latest development adds to multiple patent applications already filed in the U.S. and other countries as part of the ongoing SciSparc-Clearmind collaboration.
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: 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 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.
About Clearmind Medicine Inc. (Nasdaq: CMND) (FSE: CWY)
Clearmind is a clinical-stage psychedelic pharmaceutical biotech company focused on the discovery and development of novel psychedelic-derived therapeutics to solve widespread and underserved health problems, including alcohol use disorder. Its primary objective is to research and develop psychedelic-based compounds and attempt to commercialize them as regulated medicines, foods or supplements. Clearmind’s intellectual portfolio currently consists of 19 patent families including 31 granted patents. For further information visit: https://www.clearmindmedicine.com
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, the Company is using forward looking statements when discussing the potential benefits and advantages of the new patent application, that this proprietary combination is designed to address two significant global health challenges: obesity and MASLD, and that it has the potential to offer a safe and effective therapeutic alternative, leveraging the unique pharmacological profile of MEAI alongside the anti-inflammatory and neuroprotective properties of PEA. Since 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 April 24, 2025, 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
Exhibit 99.2
SciSparc Announces Updates Regarding Proposed Merger; Form F-4 Registration Statement Has Been Declared Effective by SEC
TEL AVIV, Israel, July 30, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (the “Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, announces additional progress in connection with the proposed merger with AutoMax Motors Ltd., a leading vehicles importer and the exclusive importer of Anhui Jianghuai Automobile Group Corp., Ltd.-manufactured electric vehicles in Israel (“AutoMax”).
As previously disclosed, in April 2024, SciSparc and AutoMax entered into a merger agreement, as amended, under which, SciSparc will acquire 100% of the share capital of AutoMax by way of a reverse merger between SciSparc Merger Sub Ltd., a wholly-owned subsidiary of the Company and AutoMax, with AutoMax surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). The closing of the Merger is subject to customary closing conditions, including shareholder approvals from both companies and Israeli court approval. The special meeting of SciSparc’s shareholders to vote on the approval of the Merger will be held on August 25, 2025. The special meetings of AutoMax’s shareholders and of AutoMax’s shareholders who are not controlling shareholders or SciSparc, to vote on the approval of the Merger will be held on August 28, 2025.
On July 21, 2025, the U.S. Securities and Exchange Commission (“SEC”) declared effective the registration statement on Form F-4 with respect to the Merger.
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; 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 seed oil-based products on the Amazon.com Marketplace.
Additional Information and Where You Can Find It
In connection with the proposed transactions between the Company and AutoMax, the Company has filed a registration statement, which has been declared effective by the SEC, and a proxy statement/prospectus with the SEC. This communication is not a substitute for the registration statement or the proxy statement/prospectus or any other documents that the Company may file with the SEC or send to its shareholders in connection with the proposed transactions. Before making any voting decision, investors and securityholders are urged to read the registration statement or the proxy statement/prospectus, as applicable, and all other relevant documents filed or furnished or that will be filed with or furnished to the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction and related matters.
You may obtain free copies of the registration statement, the proxy statement/prospectus and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC at www.sec.gov. The proxy statement/prospectus is available free of charge on the Company’s website at https://investor.scisparc.com/, by contacting the Company’s Investor Relations at IR@scisparc.com or by phone at +972-3-6167055.
Participants in Solicitation
The Company, AutoMax and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s Ordinary Shares in connection with the proposed transaction. Information about the Company’s directors and executive officers is set forth in the Company’s Annual Report on Form 20-F, for the year ended December 31, 2024, filed with the SEC on April 24, 2025. Other information regarding the interests of such individuals, as well as information regarding AutoMax’s directors and executive officers and other persons who may be deemed participants in the proposed transaction, is set forth in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.
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: that the closing]of the Merger is subject to customary closing conditions. The Company may not complete the Merger or, even if it does, such transaction may not unlock or enhance shareholder value. 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 24, 2025, 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 3-761-7108