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6-K 1 ea0254941-6k_scisparc.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

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 August 2025 (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 August 28, 2025, SciSparc Ltd. (the “Company”) issued: (i) a press release titled “SciSparc Shareholders Approve Merger with a Leading Parallel Vehicle Importer in Israel,” a copy of which is furnished herewith as Exhibit 99.1 and is incorporated by reference herein; and (ii) a press release titled “SciSparc: AutoMax’s Shareholders Approve Merger with SciSparc,” a copy of which is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

 

This Report of Foreign Private Issuer on 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, 333-248670 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333-286791)  filed with the SEC to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

1


 


EXHIBIT INDEX

 

Exhibit No.    
99.1   Press release issued by SciSparc Ltd. titled “SciSparc Shareholders Approve Merger with a Leading Parallel Vehicle Importer in Israel.”
99.2   Press release issued by SciSparc Ltd. titled “SciSparc: AutoMax’s Shareholders Approve Merger with SciSparc.”

 

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: August 28, 2025 By: /s/ Oz Adler
  Name:  Oz Adler
  Title: Chief Executive Officer and Chief Financial Officer

 

3

 

EX-99.1 2 ea025494101ex99-1_scisparc.htm PRESS RELEASE ISSUED BY SCISPARC LTD. TITLED "SCISPARC SHAREHOLDERS APPROVE MERGER WITH A LEADING PARALLEL VEHICLE IMPORTER IN ISRAEL."

Exhibit 99.1

 

 

SciSparc Shareholders Approve Merger with a Leading Parallel Vehicle Importer in Israel

 

TEL AVIV, Israel, Aug. 28, 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, announced today that at adjourned special general meeting of shareholders held on August 26, 2025, its shareholders voted on and approved, among others, the proposed merger with AutoMax Motors Ltd. (“AutoMax”), a leading parallel vehicle importer in Israel.

 

This strategic merger, pursuant to a definitive agreement entered into on April 11, 2024, as amended, will see SciSparc acquire 100% of AutoMax’s share capital through a reverse merger between SciSparc Merger Sub Ltd., a wholly-owned subsidiary of the Company and AutoMax, with AutoMax continuing as a wholly-owned subsidiary (the “Merger”). Following the closing of the Merger, SciSparc shareholders are expected to hold approximately 50.01% of the combined company’s share capital. The approval by the shareholders marks a significant step toward enhancing shareholder value by expanding SciSparc’s operations into the automotive sector, through the operations of AutoMax, which includes the import and distribution of Anhui Jianghuai Automobile Group Corp. Ltd. (JAC) electric vehicles and other vehicle categories.

 

SciSparc has supported AutoMax’s growth with financial assistance, including by providing a $4.25 million bridge loan in 2024 and extending an additional $2 million loan in February 2025, facilitating AutoMax’s parallel import operations. This Merger aligns with SciSparc’s long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel.

 

The closing of the Merger is subject to customary closing conditions, including shareholder approvals from both companies and Israeli court approval. 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.

 

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.

 

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 shareholder approval marks a significant step toward enhancing shareholder value by expanding SciSparc’s operations into the automotive sector, that this merger aligns with SciSparc’s long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel and that the closing of the merger is expected after the Israeli court approval and other 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

 

 

 

EX-99.2 3 ea025494101ex99-2_scisparc.htm PRESS RELEASE ISSUED BY SCISPARC LTD. TITLED "SCISPARC: AUTOMAX'S SHAREHOLDERS APPROVE MERGER WITH SCISPARC."

Exhibit 99.2

 

SciSparc: AutoMax’s Shareholders Approve Merger with SciSparc

 

TEL AVIV, Israel, Aug. 28, 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, announced today that AutoMax Motors Ltd. (“AutoMax”), a leading parallel vehicle importer in Israel, convened today its special general meetings, at which, among others, AutoMax’s shareholders voted on and approved the proposed merger with SciSparc. In addition, on August 26, 2025, SciSparc’s shareholders voted on and approved at an adjourned special general meeting, among others, the proposed merger.

 

As previously disclosed, this strategic merger, pursuant to a definitive agreement entered into on April 11, 2024, as amended, will result in SciSparc acquiring 100% of AutoMax’s share capital by way of a reverse merger between SciSparc Merger Sub Ltd., a wholly-owned subsidiary of the Company and AutoMax, with AutoMax continuing as a wholly-owned subsidiary of the Company (the “Merger”). Following the closing of the Merger, SciSparc shareholders are expected to hold approximately 50.01% of the combined company’s share capital. The approval by AutoMax’s shareholders marks a significant step toward enhancing SciSparc’s shareholder value by expanding SciSparc’s operations into the automotive sector, through the operations of AutoMax, which include the import and distribution of Anhui Jianghuai Automobile Group Corp. Ltd. electric vehicles and other vehicle categories.

 

SciSparc has supported AutoMax’s growth with financial assistance, including by providing a $4.25 million bridge loan in 2024 and extending an additional $2 million loan in February 2025, facilitating AutoMax’s parallel import operations. This Merger aligns with SciSparc’s long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel.

 

The closing of the Merger is subject to customary closing conditions, including the Israeli court approval.

 

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.

 

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 when it discusses that the approval by AutoMax’s shareholders marks a significant step toward enhancing shareholder value by expanding SciSparc’s operations into the automotive sector, that this Merger aligns with SciSparc’s long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel and that the closing of the Merger is subject to customary closing conditions, including the Israeli court approval. 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