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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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 2026 (Report No. 3)
Commission file number:
(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
This Report of Foreign Private Issuer on Form 6-K consists of: (i) SciSparc Ltd.’s (the “Registrant”) Unaudited Consolidated Interim Financial Statements as of June 30, 2026, which is attached hereto as Exhibit 99.1; and (ii) the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.2.
This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Registrant’s registration statements on Form F-3 (File Nos. 333-286099, 333-275305, 333-269839, 333-266047, 333-248670, 333-255408, 333-293167 and 333-293533) and on Form S-8 (File Nos. 333-278437, 333-225773, 333-286791 and 333-292952) 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and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 | SciSparc Ltd.’s Unaudited Consolidated Interim Financial Statements as of June 30, 2026. | |
| 99.2 | SciSparc Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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 30, 2026 | By: | /s/ Oz Adler |
| Name: | Oz Adler | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
3
Exhibit 99.1
SCISPARC LTD.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
UNAUDITED
INDEX
1
SCISPARC LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| June 30, | December 31, | |||||||||||||||
| 2026 | 2025 | 2025 | ||||||||||||||
| Unaudited | Audited | |||||||||||||||
| Note | USD in thousands | |||||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | | ||||||||||||
| Restricted deposits | ||||||||||||||||
| Trade receivables | ||||||||||||||||
| Other accounts receivable | ||||||||||||||||
| Current maturities of long-term loan | ||||||||||||||||
| Loans to related parties | 6 | |||||||||||||||
| Inventory | ||||||||||||||||
| NON-CURRENT ASSETS: | ||||||||||||||||
| Intangible assets, net | 5 | |||||||||||||||
| Investment in an associate accounted for using the equity method | ||||||||||||||||
| Investments in financial assets | 6 | |||||||||||||||
| Property and equipment, net | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
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, | |||||||||||||||
| 2026 | 2025 | 2025 | ||||||||||||||
| Unaudited | Audited | |||||||||||||||
| Note | USD in thousands | |||||||||||||||
| LIABILITIES AND EQUITY (DEFICIENCY) | ||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||
| Trade payables | $ | $ | $ | | ||||||||||||
| Other payables | ||||||||||||||||
| Related parties | 7 | |||||||||||||||
| Convertible debentures and promissory note | 8 | |||||||||||||||
| Current maturities of long-term loans | ||||||||||||||||
| Warrants | 10 | |||||||||||||||
| Accrued legal contingency | ||||||||||||||||
| Earn-out liability – current portion | 4 | |||||||||||||||
| Lease liability | ||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||
| Earn-out liability | 4 | |||||||||||||||
| Related party | 7d | |||||||||||||||
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY: | 11 | |||||||||||||||
| Share capital and premium | ||||||||||||||||
| Reserve from share-based payment transactions | ||||||||||||||||
| Warrants | ||||||||||||||||
| Foreign currency translation reserve | ||||||||||||||||
| Transactions with non-controlling interests | ||||||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||||||
| ( | ) | |||||||||||||||
| Non-controlling interests | ||||||||||||||||
| Total equity (deficiency) | $ | $ | ( | ) | $ | |||||||||||
| Total liabilities and equity | $ | $ | $ | |||||||||||||
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, |
||||||||||
| 2026 | 2025 | |||||||||
| Unaudited | ||||||||||
| Note | USD in thousands, except per share amounts | |||||||||
| Revenues | $ | $ | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||
| Research and development expenses | 12a | |||||||||
| Sales, marketing and distribution | ||||||||||
| General and administrative expenses | 12b | |||||||||
| Other income | 13 | ( | ) | |||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Equity losses of an associate | ||||||||||
| Finance income | ( | ) | ( | ) | ||||||
| Finance expenses | ||||||||||
| Loss on impairment of loans | 6 | |||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||||
| Net loss and total comprehensive loss | ( | ) | ( | ) | ||||||
| Attributable to: | ||||||||||
| Equity holders of the Company | ( | ) | ( | ) | ||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||
| Basic and diluted loss per ordinary share attributable to equity holders of the Company (*): | ( | ) | ( | )(*) | ||||||
| (*) |
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, 2026
| Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
|
Share capital and premium |
Reserve from share-based payment transactions |
Warrants |
Transactions with non- controlling interests |
Other reserves |
Accumulated deficit |
Total |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of ordinary shares, net of issue expenses (note 11e) | ||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares, net of issue expenses (note 11f) | ||||||||||||||||||||||||||||||||||||
| Issuance of warrants (note 11g) | ||||||||||||||||||||||||||||||||||||
| Transaction with non-controlling interests (note 4) | ||||||||||||||||||||||||||||||||||||
| Cost of subsidiaries share-based payment | ||||||||||||||||||||||||||||||||||||
| Cost of share-based payment | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | ( | ) | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the interim consolidated financial statements.
5
SCISPARC LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
For the six months ended June 30, 2025
| Attributable to equity holders of the Company | ||||||||||||||||||||||||||||||||||||
|
Share capital and premium |
Reserve from share-based payment transactions |
Warrants |
Transactions with non- controlling interests |
Other reserves |
Accumulated deficit |
Total |
Non- controlling interests |
Total equity |
||||||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Recognition of conversion feature in convertible debenture | ||||||||||||||||||||||||||||||||||||
| Cost of share-based payment | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of the interim consolidated financial statements.
6
SCISPARC LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| Cash flows from operating activities: | ||||||||
| Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Adjustments to the profit or loss items: | ||||||||
| Depreciation and amortization | ||||||||
| Cost of share-based payment | ||||||||
| Finance income, net | ( | ) | ||||||
| Impairment of loan | ||||||||
| Equity losses | ||||||||
| Losses from remeasurement of investment in financial assets | ||||||||
| Working capital adjustments: | ||||||||
| Decrease (increase) in other accounts receivable | ( | ) | ||||||
| Increase (decrease) in trade payables | ( | ) | ||||||
| Increase in other payables | ||||||||
| Increase in related parties | ||||||||
| Decrease (increase) in trade receivables | ( | ) | ||||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
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, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| Cash flows from investing activities: | ||||||||
| Withdrawal of restricted bank deposits | $ | ( | ) | $ | ( | ) | ||
| Net cash from consolidation of CliniQuantum (note 4), (see (b) below) | ||||||||
| Investment in an associate accounted for under the equity method | ( | ) | ||||||
| Loan to related parties | ( | ) | ||||||
| Net cash provided from (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary shares (net of issuance expenses) | ||||||||
| Repayment of lease liability | ( | ) | ||||||
| Proceeds from issuance of convertible debentures and promissory note | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
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, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| (a) Significant non-cash financing and investing activities: | ||||||||
| Purchase of intangible assets in exchange of issuance of pre-funded warrants | $ | $ | ||||||
| (b) | Assets and liabilities received in consolidation CliniQuantum (see also note 4) |
|
As of June 3, 2026 |
||||
| Consolidation of CliniQuantum | ||||
| Other accounts receivables | ||||
| Excess purchase price | ||||
| Trade payables | ( | ) | ||
| Earn-out liability | ( | ) | ||
| Related party | ( | ) | ||
| Capital reserve from transactions with non-controlling interest | ( | ) | ||
| Non-controlling interest | ( | ) | ||
| Cash received as consideration for deemed issuance of shares by a subsidiary | ||||
The accompanying notes are an integral part of the interim consolidated financial statements.
9
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 1:- GENERAL
| a. | SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.) (“SciSparc,” the “Company” or the “Group”), a clinical-stage pharmaceutical company, was incorporated in Israel and commenced its operations on August 23, 2004. Until March 2014, SciSparc and its subsidiaries at the time 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 and began focusing on developing a portfolio of approved drugs based on cannabinoid molecules. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, through its subsidiary NeuroThera Labs Inc. (formerly known as Miza III Ventures Inc.) (TSXV:NTLX) (“NeuroThera”), is currently engaged in the following drug development programs based on Δ9-tetrahydrocannabinol (“THC”) and/or non-psychoactive cannabidiol SCI-110 for the treatment of Tourette syndrome, Alzheimer’s disease and agitation; and SCI-210 for the treatment of autism spectrum disorder and status epilepticus. The Company, through NeuroThera, also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon Marketplace, and a controlling interest in another subsidiary whose business is in the field of quantum simulation and quantum-based Monte Carlo. |
| The Company’s ordinary shares, no par value per share (“ordinary shares”), are listed on Nasdaq and are trading under the symbol “SPRC”. | ||
| As of June 30, 2026, the Company has a controlling interest in NeuroThera, a publicly traded company on the TSX Venture Exchange in Canada, Evero Health Ltd. (“Evero”) and Brain Bright Ltd. (“Brain Bright”), together, the “Subsidiaries”. Evero and Brain Bright are inactive Israeli incorporated companies. | ||
|
On October 9, 2025, the Company entered into an asset and share purchase agreement (the “Miza Agreement”) with Miza III Ventures Inc. (TSXV: MIZA.P) (“Miza”), pursuant to which, on the terms and subject to the conditions of the Miza Agreement, the Company received a controlling interest in Miza, and transferred to Miza its clinical-stage pharmaceutical portfolio and equity stake of approximately
On June 3, 2026, NeuroThera closed the acquisition (the “CliniQ Transaction”) of approximately
In consideration for the purchased shares, NeuroThera issued an aggregate of
In connection with the CliniQ Transaction (See Note 4), NeuroThera paid finder’s fees by issuing an aggregate of
Following the CliniQ Transaction, the Company’s stake of the outstanding shares of NeuroThera decreased from |
10
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 1:- GENERAL (cont.)
| b. | These interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2025. |
| c. | The Company incurred a net loss of $ | |
| The accompanying interim consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. Such financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. |
NOTE 2:- MATERIAL ACCOUNTING POLICIES
The following accounting policies have been applied consistently in the consolidated financial statements for all periods presented, unless otherwise stated.
| a. | Basis of presentation of the consolidated financial statements: |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”, as issued by the International Accounting Standards Board.
They do not include all of the information required for a complete set of annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2025. The accounting policies applied are consistent with those applied in the Company’s annual consolidated financial statements for the year ended December 31, 2025, except as otherwise disclosed. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated interim financial statements include all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods presented.
| b. | The operating cycle: |
The operating cycle of the Company is
| c. | Consolidated financial statements: |
The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries). Control of a company is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Potential voting rights are considered when assessing whether an entity has control over the other entity. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases.
The financial statements of the Company and of the Subsidiaries are prepared as of the same dates and periods. The consolidated financial statements are prepared using uniform accounting policies by all companies in the Group. Significant intra-Group balances and transactions and gains or losses resulting from intra-Group transactions are eliminated in full in the consolidated financial statements.
11
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 2:- MATERIAL ACCOUNTING POLICIES (cont.)
Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement of financial position.
| d. | Functional currency and foreign currency: |
The functional currency of the Company and its subsidiaries, which best reflects the primary economic environment in which the Group operates, is the U.S. dollar (“USD” or “$”).
Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions exchange rates at transaction dates and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) historical exchange rates. Currency transaction gains and losses are presented in the financial income net, as appropriate.
| e. | Business Combinations: |
The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred by the former owners of the acquiree, and the equity interests issued by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the acquirer’s previously held equity interest (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed
Contingent liabilities incurred by the former owners in a business combination are measured at fair value at the acquisition date. If this earn-out arrangement is classified as a financial liability, it is remeasured at fair value at each subsequent reporting date. The fair value of the earn-out liability is determined using Level 3 fair value measurements (probability-weighted discounted cash flows) based on expected occurrence of the events that contractually trigger payment of these contingent liabilities.
NOTE 3 — SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
In the process of applying the significant accounting policies, the Company has made the following judgments which have the most significant effect on the amounts recognized in the consolidated financial statements:
| a. | Estimates and assumptions: |
The preparation of the consolidated financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate.
The key assumptions made in the consolidated financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Company that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
| - | Fair value of financial instruments: |
When the fair values of financial assets and financial liabilities recorded in the consolidated statement of financial position cannot be derived from active markets, their fair value is determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. The models are tested for validity by calibrating to prices from any observable current market transactions in the same instrument when available.
12
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 4:- BUSINESS COMBINATION
On June 3, 2026, NeuroThera closed the CliniQ Transaction and acquired
Utilizing the purchase accounting principles, NeuroThera determined that on the investment date there was an estimated preliminary excess investment basis of $
The earn out liabilities are based on these milestones and assumptions:
Patent submissions – payment of $
Financing – according to the financing milestone, NeuroThera will pay
There are no significant changes in the fair value of the earn-out liability from June 3 to June 30.
The following table presents total consideration paid by the Company to acquire the equity interests in CliniQ:
| Issuance of | $ | |||
| Earn out liability - milestone of patent submission | ||||
| Earn out liability - milestone of financing | ||||
| $ |
The following table summarizes allocation of the purchase price to the identifiable assets acquired and liabilities assumed as of the acquisition date.
| Cash and cash equivalents | ||||
| Other receivables | ||||
| Technology | ||||
| Trade payables | ( | ) | ||
| Related party payable | ( | ) | ||
| Net identifiable assets and liabilities acquired | $ | |||
| Non-controlling interest | ( | ) | ||
| Goodwill | ||||
| Total consideration transferred | $ |
The estimated useful lives of the acquired technology is
13
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 5:- INTANGIBLE ASSET
The table below summarizes the activity in the intangible asset during the periods included in these consolidated financial statements:
| Brand | IP Portfolio* | Excess Purchase Price** | Total | |||||||||||||
| Cost: | ||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | ||||||||||||
| Additions | ||||||||||||||||
| Balance as of June 30, 2026 | ||||||||||||||||
| Accumulated amortization and impairment charges: | ||||||||||||||||
| Balance as of January 1, 2026 | ||||||||||||||||
| Additions | ||||||||||||||||
| Balance as of June 30, 2026 | ||||||||||||||||
| Net balance as of June 30, 2026 | ||||||||||||||||
| Net balance as of December 31, 2025 | ||||||||||||||||
| * | |
| ** |
During the six months ended June 30, 2026, and 2025, the Company recorded amortization expenses with respect to intangible asset in the amount of $85 and $96, respectively.
On October 10, 2025, the Company sold its holding in SNI to NeuroThera as part of the Transaction (see note 7h).
14
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 6:- INVESTMENT IN FINANCIAL ASSETS
| June 30, | December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| Nexentis (see Note 6d below) | $ | $ | $ | |||||||||
| Clearmind (see Note 6a below) | ||||||||||||
| AutoMax (see Note 6b below) | ||||||||||||
| Nexera (see Note 7d below) | ||||||||||||
| Polyrizon (see Note 7g below) | ||||||||||||
| * |
| a. | Clearmind |
On November 17, 2022, the Company invested $
| b. | AutoMax |
On June 25, 2023, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with AutoMax Motors Ltd. (“AutoMax”), an Israeli company traded on the Tel Aviv Stock Exchange (“TASE”) and a parallel importer and distributor of vehicles in Israel, pursuant to which, at the closing and upon the terms and conditions set forth in the Share Purchase Agreement, the Company invested NIS
| c. | AutoMax Bridge Loans and Terminated Merger Agreement |
AutoMax Bridge Loans
On January 16, 2024, the Company entered, as a lender, into an agreement (the “Bridge Loan Agreement”) with AutoMax, pursuant to which AutoMax received from the Company a bridge loan (the “Bridge Loan”) in the amount of $
The Bridge Loan Agreement states that the principal amount of the Bridge Loan will bear interest at a rate of
On June 9, 2024, the Company entered into an amendment (the “Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Amendment, the Company extended an additional loan in the amount of $
15
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 6:- INVESTMENT IN FINANCIAL ASSETS (cont.)
On September 5, 2024, the Company entered into a second amendment (the “Second Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Second Amendment, the Company extended an additional loan in the amount of $
Additional Loan Agreement
On February 27, 2025, the Company entered into a loan agreement with AutoMax where a $
| d. | Nexentis |
On February 25, 2025, the Company entered into a securities purchase and exchange agreement with Nexentis Technologies Inc. (“Nexentis”, formerly known as “N2OFF, Inc.”) to sell its stake in the issued and outstanding shares of MitoCareX Bio Ltd. for $
As of June 30, 2026, the Company holds
Terminated Merger Agreement
On April 10, 2024, the Company and AutoMax entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which AutoMax’s shareholders and a third party were expected to own approximately
During September 2025 and following an investigation by the Israeli Securities Authority and Israeli Police, three senior officials of AutoMax were arrested. Following these events, on October 6, 2025, the Company announced that it entered into a framework agreement with AutoMax to (i) mutually terminate the Merger Agreement; (ii) amend the terms of repayment of the Bridge Loan to be repaid in a one lump-sum payment on January 1, 2028; and (iii) amend the terms of repayment of the Additional Loan to be repaid in monthly installments starting on November 20, 2025, of $
On October 24, 2025, AutoMax announced that an Israeli court decision, made on October 21, 2025, froze proceedings against AutoMax and appointed a trustee according to an application from local Israeli banks. Following these events, the Bridge Loan and Additional Loan became due immediately.
The Company has evaluated the probabilities of recovering the funds extended to AutoMax in respect of the Bridge Loan and the Additional Loan and has determined that there is a
As of June 30, 2026, the Bridge Loan and the Additional Loan amounts and accrued interest amounted to $
16
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 7:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES
| a. | Balances with related parties: |
|
June 30, 2026 |
December 31, 2025 | |||||||||||||||
|
Key management personnel |
Other related parties |
Key management personnel |
Other related parties | |||||||||||||
| Current assets | $ | $ | $ | |||||||||||||
| Current liabilities | $ | | $ | $ | ||||||||||||
| Non-current liabilities | $ | $ | $ | |||||||||||||
| b. | Transactions with related parties (not including amounts described in Note 6c): |
| Six months ended | Year ended | |||||||||||
| June 30, | December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Research and development expenses | $ | $ | $ | |||||||||
| c. | Benefits to key management personnel (including directors): |
| Six months ended | Year ended | |||||||||||
| June 30, | December 31, | |||||||||||
| 2026 | 2025 | 2025 | ||||||||||
| Short-term benefits | $ | $ | $ | | ||||||||
| Management fees | $ | $ | $ | |||||||||
| Cost of share-based payment | $ | $ | $ | |||||||||
| d. | During 2023 the Company and Nexera Technologies Ltd. (“Nexera”) engaged in a mutual share exchange in the amount of $ | |
On October 10, 2025, the Company sold its holding in SNI to NeuroThera as part of the Transaction (see note 7h). | ||
| As of June 30, 2026, the management fees owed to Nexera amounted to $ |
| e. | On March 7, 2022, the Company entered into a Cooperation Agreement with Clearmind, a company in which Dr. Adi Zuloff-Shani, the Company’s Chief Technologies Officer, Mr. Weiss, the Company’s President, and Mr. Adler, the Company’s Chief Executive Officer and Chief Financial Officer serve as officers and directors (the “Cooperation Agreement”). | |
| During the six-month period ended June 30, 2026, the Company recognized expenses in respect of the Cooperation Agreement in the amount of $ | ||
| f. | Mr. Weiss, a member of the Company’s board of directors and the Company’s President, was the chairman of the board of directors of AutoMax. Mr. Weiss resigned from the board of directors of AutoMax on October 16, 2025. (see Note 6). |
17
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 7:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES (cont.)
| g. |
On August 13, 2024, the Company entered into a license agreement (the “License Agreement”) for the out-licensing of its SCI-160 program (the “Assets”), with Polyrizon Ltd. (the “Licensee” or “Polyrizon”). According to the License Agreement, the Company granted the Licensee a royalty-bearing, exclusive, sub-licensable right and license to the Assets (the “License”). In consideration for the License, the Company received and will receive certain shares of the Licensee, reflecting an issue price of $
On December 30, 2024, pursuant to a share transfer agreement, the Company sold all of the Licensee ordinary shares and pre-funded warrants held by it to a third party, as well as an aggregate of
On April 1, 2025, the Company entered into a securities purchase agreement with Polyrizon, pursuant to which the Company participated in a private placement of Polyrizon and invested $
Mr. Oz Adler, the Company’s Chief Executive Officer and Chief Financial Officer, is Chairman of the board of directors of Polyrizon. |
NOTE 8:- CONVERTIBLE PROMISSORY NOTES
On February 12, 2026, the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “February 2026 Holder”). Pursuant to the SPA, the Company may issue and sell, from time to time, convertible promissory notes (the “February 2026 Notes”), in the aggregate principal amount of up to $
In addition, under the terms and conditions of the SPA, concurrently with the issuance of each Note, the Company shall issue to the Holder, for no additional consideration, an accompanying warrant to purchase the ordinary shares, representing a warrant coverage of
Management has elected to designate the instrument at fair value through profit or loss under IFRS 9.4.3.5 at initial recognition for the Company’s promissory notes and therefore, the Company measures the entire hybrid contract (cost plus variable conversion feature) at Fair Value Through Profit or Loss. No embedded derivative is separated under IFRS 9 “Financial Instruments” and no amortized-cost accounting or effective interest method applies. The Company records the carrying amount as fair value of the instrument under IFRS 13 and fair value is based on the fair value of the shares that the noteholder would receive if conversion occurred on the reporting date, adjusted for credit risk, non-performance risk, and contractual settlement terms.
The fair value of the February 2026 Notes as of June 30, 2026:
| Balance at December 31, 2025 | $ | |||
| Proceeds from issuance of February 2026 Notes | ||||
| Finance expenses | ||||
| Balance at June 30, 2026 | $ |
18
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 9:- FINANCIAL INSTRUMENTS
| a. | Classification of financial assets and financial liabilities: |
The financial assets and financial liabilities in the consolidated statements of financial position are classified by groups of financial instruments pursuant to IFRS 9, “Financial Instruments”:
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | 2025 | ||||||||||||
| Unaudited | Audited | |||||||||||||
| Note | USD in thousands | |||||||||||||
| Financial assets: | ||||||||||||||
| Cash, cash equivalents and restricted deposits | $ | $ | $ | | ||||||||||
| Current maturities of long-term loan | ||||||||||||||
| Related parties | ||||||||||||||
| Other receivables | ||||||||||||||
| $ | $ | $ | ||||||||||||
| Investments in financial assets | $ | $ | $ | |||||||||||
| Financial liabilities: | ||||||||||||||
| Credit from others | $ | $ | $ | |||||||||||
| Convertible debentures and promissory note | ||||||||||||||
| Loans | ||||||||||||||
| Lease liability | ||||||||||||||
| Total financial and lease liabilities | $ | $ | $ | |||||||||||
| b. | Assets and liabilities measured at fair value on a recurring basis were presented on the Company’s statement of financial position as of June 30, 2026, as follows: |
| Fair Value Measurements Using | ||||||||||||||||
|
Quoted prices in active markets for identical instruments (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
Balance June 30, 2026 | |||||||||||||
| Short-term investment- Nexentis shares | $ | $ | $ | $ | ||||||||||||
| Short-term investment- Clearmind shares | ||||||||||||||||
| Short-term investment- AutoMax shares | ||||||||||||||||
| Short-term investment- Nexera shares | ||||||||||||||||
| Short-term investment- Polyrizon Series A warrants | ||||||||||||||||
| Convertible debentures and promissory note | ( | ) | ( | ) | ||||||||||||
| Earn-out liability (current portion and non-current) | ( | ) | ( | ) | ||||||||||||
| Fair Value Measurements Using | ||||||||||||||||
|
Quoted prices in active markets for identical instruments (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
Balance December 31, 2025 | |||||||||||||
| Short-term investment- Nexentis shares | $ | $ | $ | $ | ||||||||||||
| Short-term investment- Clearmind shares | ||||||||||||||||
| Short-term investment- AutoMax shares | ||||||||||||||||
| Short-term investment- Nexera shares | ||||||||||||||||
| Short-term investment- Polyrizon Series A warrants | ||||||||||||||||
19
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 10:- WARRANTS
The following table summarizes information of outstanding warrants as of June 30, 2026:
| Warrants | Warrant Term | Exercise Price | Exercisable | |||||||
| May 2022 warrants | USD | |||||||||
| February 2026 warrants | USD | |||||||||
The following table summarizes information of outstanding warrants as of December 31, 2025:
| Warrants | Warrant Term | Exercise Price | Exercisable | |||||||
| March 2021 Series A warrants | USD | |||||||||
| March 2021 Series B warrants | USD | |||||||||
| May 2022 warrants | USD | |||||||||
NOTE 11:- EQUITY
Reverse Share Split
On February 5, 2026, the Company announced that it intended to effect the Fifth Reverse Share Split of the Company’s issued and outstanding ordinary shares, which became effective on March 4, 2026. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented.
| a. | Changes in share capital: |
Issued and outstanding share capital:
|
Number of ordinary shares | ||||
| Balance at January 1, 2026 | ||||
| Shares issued to consultants in respect of exercised Restricted Share Units (“RSUs”) (Note 11d) | ||||
| Issuance of share capital – in respect of January 2024 SEPA (Note 11(e)) | ||||
| Issuance of share in respect of January 2026 financing round (Note 11(f)) | ||||
| Rounding shares | ||||
| Balance at June 30, 2026 | ||||
20
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 11:- EQUITY (cont.)
| b. | Rights attached to shares: |
Ordinary shares confer voting rights at shareholders’ meetings, rights to dividends and liquidation proceeds, and the right to nominate directors.
| c. | Capital management in the Company: |
The Company’s capital management objectives are to preserve the Company’s ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties. The Company is not under any minimal equity requirements nor is it required to attain a certain level of capital return.
| d. | Additional issuance of Ordinary Shares: |
On January 7, 2026, the Company issued
On April 30 and June 23, 2026, the Company issued
| e. | January 2024 SEPA Agreement |
On January 21, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”), as amended on February 26, 2024, with YA II PN, LTD (“YA”), which provided for the sale of the Company’s ordinary shares in the amount of up to $
| f. | January 2026 Financing Round |
On January 13, 2026, the Company entered into a securities purchase agreement with certain institutional and accredited investors, providing for the issuance of an aggregate of
| g. | Xylo Transaction |
On January 26, 2026, the Company closed acquisition of the complete portfolio of patents, trademarks, know-how, brand names and related intellectual property rights, including unregistered intellectual property rights, owned by Xylo Technologies Ltd. (“Xylo”) for pre-funded warrants to purchase
| h. |
CliniQ Transaction
As described above in Note 4, the CliniQ Transaction resulted in an increase to the Company’s shareholders’ equity in the amount of $ |
21
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 12:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS
|
Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| a. Research and development expenses: | ||||||||
| Wages and related expenses | $ | $ | ||||||
| Share-based payment | ||||||||
| Clinical studies | ||||||||
| Regulatory, professional and other expenses | ||||||||
| Research and preclinical studies | ||||||||
| Chemistry and formulations | ||||||||
| b. General and administrative expenses: | ||||||||
| Wages and related expenses | ||||||||
| Share-based payment | ||||||||
| Professional and directors’ fees | ||||||||
| Business development expenses | ||||||||
| Deemed issuance listing expenses | ||||||||
| Office maintenance, rent and other expenses | ||||||||
| Investor relations and business expenses | ||||||||
| Regulatory expenses | ||||||||
| $ | $ | |||||||
NOTE 13:- OTHER INCOME
On February 18, 2025, the Company announced that it has reached a settlement agreement (the “Settlement”) regarding a lawsuit it filed in February 2022 with the Economic Division of the Tel Aviv-Jaffa District Court against six of the Company’s former directors (the “Defendants”), case number 34426-02-22 (the “Suit”). The Suit included allegations of breaches of fiduciary duties of the Defendants under the Israeli Companies Law, 5759-1999, relating to a prior acquisition of a pain clinic network through a subsidiary of the Company.
As part of the Settlement, which was facilitated through mediation and approved by the court, the Company will be entitled to a $
22
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 14:- OPERATING SEGMENTS
The Company applies the principles of IFRS 8, “Operating Segments” (“IFRS 8”), regarding operating segments. The segment reporting is based on internal management reports of the Company’s management, which are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated and assess performance. According to the principles of IFRS 8, the Company’s management determined that it has
The CODM reviews segment performance based on the segments’ results. Certain expenses that are not specifically attributable to a segment are excluded from segment results and presented as reconciling items between total segment results and the consolidated operating result.
The Group’s CODM is the Chief Executive Officer of the Company.
| Six Months Ended June 30, 2026 | ||||||||||||||||
|
Drug Development |
Online Sales | Quantum Simulation | Total | |||||||||||||
| Revenues | ||||||||||||||||
| External | $ | $ | $ | $ | ||||||||||||
| Total | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Sales, marketing and distribution | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Segments’ operating loss | ||||||||||||||||
| Finance expense, net | ||||||||||||||||
| Loss | $ | |||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||
|
Drug Development |
Online Sales | Total | ||||||||||
| Revenues | ||||||||||||
| External | $ | $ | $ | |||||||||
| Total | $ | $ | ||||||||||
| Cost of revenues | ||||||||||||
| Research and development expenses | ||||||||||||
| Sales, marketing and distribution | ||||||||||||
| General and administrative expenses | ||||||||||||
| Other income, net | ( | ) | ( | ) | ||||||||
| Segment loss | ||||||||||||
| Company’s share of losses of company accounted for at equity, net | ||||||||||||
| Loss on impairment of loans | ||||||||||||
| Finance expense, net | ||||||||||||
| Loss | ||||||||||||
23
SCISPARC LTD.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)
NOTE 14:- OPERATING SEGMENTS (cont.)
| As of June 30, 2026 | ||||||||||||||||
|
Drug Development |
Online Sales | Quantum Technology | Total | |||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Segment liabilities | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 | ||||||||||||
|
Drug Development |
Online Sales | Total | ||||||||||
| Segment Assets | $ | $ | $ | |||||||||
| Segment Liabilities | $ | $ | $ | |||||||||
NOTE 15:- EVENTS AFTER THE REPORTING PERIOD
| a. | On August 18, 2026, the Company announced that NeuroThera has completed two tranches of non-brokered private placements, raising aggregate gross proceeds of CAD$ |
The Company participated in the financing with a CAD$
Following the financing, the Company holds approximately
| b. | On August 13, 2026, NeuroThera repaid a loan with accumulated interest to the Company in the amount of $ |
24
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our interim consolidated financial statements and the notes to such financial statements, which are included in this Report on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2025, or the Annual Report, including the consolidated annual financial statements as of December 31, 2025, and their accompanying notes included therein, filed with the Securities and Exchange Commission, or the SEC, on April 29, 2026, as amended by Form 20-F/A, filed with the SEC on August 19, 2026.
Unless otherwise indicated, all references to the terms “we”, “us”, “our”, “SciSparc”, “the Company” and “our Company” refer to SciSparc Ltd. and its majority or wholly-owned subsidiaries. References to “Ordinary Shares, and “warrants” refer to the ordinary shares, and warrants, respectively, of SciSparc.
We report financial information under International Financial Reporting Standards, as issued by the International Accounting Standards Board and none of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.
References to “U.S. dollars,” “USD” and “$” are to currency of the United States of America, references to “Canadian dollars,” “CAD” and “C$” are to currency of Canada and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar and Canadian dollar translations of NIS amounts presented herein are translated using the rate of NIS 2.978 to $1.00, and NIS 2.0917 to C$, respectively, the exchange rates reported by the Bank of Israel on June 30, 2026.
All share numbers, share prices, and exercise prices have been retroactively adjusted in this Management’s Discussion and Analysis of Financial Condition and Results of Operation for all periods presented to give effect toa one-for-nine (1-for-9) reverse share split (the “Reverse Share Split”) of the Company’s issued and outstanding ordinary shares, no par value per share (the “Ordinary Shares”), which became effective at the market open on March 4, 2026. The authorized share capital of the Company was not adjusted and consists of 2,000,000,000 Ordinary Shares without par value.
Forward-Looking Statements
The following discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:
| ● | our ability to raise capital through the issuance of additional securities and ability to continue as a going concern; |
| ● | our ability to advance the development our product candidates, including the anticipated starting and ending dates of our anticipated clinical trials; |
| ● | our assessment of the potential of our product candidates to treat certain indications; |
| ● | our ability to successfully receive approvals from the U.S. Food and Drug Administration, or other regulatory bodies, including approval to conduct clinical trials, the scope of those trials and the prospects for regulatory approval of, or other regulatory action with respect to our product candidates, including the regulatory pathway to be designated to our product candidates; |
| ● | the regulatory environment and changes in the health policies and regimes in the countries in which we operate, including the impact of any changes in regulation and legislation that could affect the pharmaceutical industry; |
| ● | our ability to commercialize our existing product candidates and future sales of our existing product candidates or any other future potential product candidates; |
| ● | our ability to meet our expectations regarding the commercial supply of our product candidates; | |
| ● | our ability to integrate successfully our e-Commerce operations and business, which focuses on the sale of hemp-based products on Amazon Marketplace; | |
| ● | our ability to list NeuroThera Labs Inc., or NeuroThera, on a national U.S. stock exchange and realize the anticipated benefits of the acquisition; | |
| ● | NeuroThera’s ability to comply with its disclosure obligations and TSX Venture Exchange annual and interim filing deadlines; | |
| ● | our ability to comply with continued listing requirements and standards of the Nasdaq Capital Market, or Nasdaq; |
| ● | the overall global economic environment; |
| ● | general market, political and economic conditions in the countries in which we operate; |
| ● | projected capital expenditures and liquidity; |
| ● | changes in our strategy; |
| ● | litigation; and |
| ● | those factors referred to in “Item 3. Key Information – D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of the Annual Report as well other factors in the Annual Report. |
2
These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in the Annual Report. You should not rely upon forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.
Overview
We are a specialty clinical-stage pharmaceutical company. Our focus is creating and enhancing a portfolio of technologies and assets based on cannabinoid therapies. With this focus, through our subsidiary NeuroThera, we are currently engaged in the following development programs based on Δ9-tetrahydrocannabinol or THC, and/or non-psychoactive cannabidiol or CBD, and/or other cannabinoid receptors, agonists: SCI-110 for the treatment of Tourette syndrome, or TS, and for the treatment of Alzheimer’s disease and agitation; and SCI-210 for the treatment of Autism Spectrum Disorder, or ASD, and Status Epilepticus, or SE. We also have a majority-owned subsidiary, held by NeuroThera, whose business focuses on the sale of hemp seed oil-based products and others on Amazon Marketplace.
SCI-110 is a proprietary drug candidate based on two components: (1) THC, which is the major cannabinoid molecule in the cannabis plant, and (2) CannAmide™, a proprietary PEA, formulation. PEA is an endogenous fatty acid amide that belongs to the class of nuclear factor agonists, which are molecules that regulate the expression of genes. We believe that the combination of THC and PEA may induce a reaction known as the “sparing effect,” which has strong potential to treat various diseases of the central nervous system such as TS and Alzheimer’s disease and agitation.
SCI-210 is a proprietary drug candidate based on two components: (1) CBD, and (2) CannAmide™. We believe that the combination of CBD and PEA may also induce a sparing effect reaction, which has strong potential to treat various diseases such as ASD and SE.
Recent Developments
Acquisition of Medical Endoscopy Intellectual Property
On January 8, 2026, we entered into an asset purchase agreement with Xylo Technologies Ltd., or Xylo, pursuant to which we agreed to acquire the complete portfolio of patents, trademarks, know-how and other intellectual property rights relating to endoscopic systems and medical cameras, including intellectual property associated with the MUSE™ system, a single-use endoscopic device designed for transoral fundoplication for the treatment of gastroesophageal reflux disease.
On January 26, 2026, the Xylo transaction closed and we acquired the applicable intellectual property portfolio in consideration for the issuance to Xylo of pre-funded warrants to purchase 113,043 Ordinary Shares of the Company, in lieu of issuing Ordinary Shares of the Company, which represented 19.99% of the issued and outstanding share capital of the Company on the closing date.
January 2026 Registered Direct Offering
On January 13, 2026, we entered into a securities purchase agreement with certain institutional and accredited investors, providing for the issuance of an aggregate of 766,170 Ordinary Shares, at a purchase price of $9.00 per share. The offering resulted in gross proceeds of approximately $766,170.
CliniQuantum Transaction
On June 3, 2026, NeuroThera closed the acquisition of approximately 54.01% of the issued and outstanding ordinary shares of CliniQuantum Ltd., or CliniQ, a quantum technology company in the field of quantum simulation and quantum based Monte Carlo.
3
CliniQ is developing a next-generation platform to transform clinical trials with the power of quantum computing. Its aim is to unlock insights hidden in massive, complex datasets to design smarter, faster, and more adaptive studies.
In consideration for the purchased shares, NeuroThera issued an aggregate of 56,600,000 common shares in the capital of NeuroThera, or the Consideration Shares, to the selling shareholders.
In addition to the Consideration Shares, the selling shareholders may be entitled to receive earn-out payments of up to $2,500,000 in the aggregate, payable in cash and/or common shares of NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of the certain milestones.
In connection with the CliniQ Transaction, NeuroThera paid finder’s fees by issuing an aggregate of 2,829,999 common shares in the capital of NeuroThera to certain third-party finders.
Operating Results
Total revenues recognized in the six months ended June 30, 2026, amounted to $284 thousand.
To date, we have not generated revenue from our drug development segment from the sale of any pharmaceutical product candidates, and we do not expect to generate significant revenue in this business within the next year at least. As of June 30, 2026, we had an accumulated deficit of approximately $92 million. Our operating activities are described below under “Operating Expenses.”
Operating Expenses
Our current operating expenses consist of two components – research and development expenses, and general and administrative expenses, including sales, marketing and distribution expenses through our subsidiary SciSparc Nutraceuticals.
Research and Development Expenses
Our research and development expenses consist primarily of salaries and related personnel expenses, regulatory and other expenses and clinical studies expenses.
The following table discloses the breakdown of research and development expenses:
|
Six month period ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (unaudited) | (unaudited) | |||||||
| (in thousands of USD) | ||||||||
| Wages and related expenses | $ | 424 | $ | 154 | ||||
| Share-based payments | 204 | 42 | ||||||
| Clinical studies | 325 | 181 | ||||||
| Research and preclinical studies | 184 | 129 | ||||||
| Chemistry and formulations | 71 | 42 | ||||||
| Regulatory and other expenses | 367 | 390 | ||||||
| Total | $ | 1,575 | $ | 938 | ||||
4
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, share-based compensation expense, professional service fees for accounting, legal, bookkeeping, facilities and other general and administrative expenses.
The following table discloses the breakdown of general and administrative expenses:
|
Six month period ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (unaudited) | (unaudited) | |||||||
| (in thousands of USD) | ||||||||
| Wages and related expenses | $ | 450 | $ | 226 | ||||
| Share-based payment | 995 | 224 | ||||||
| Professional and directors’ fees | 1,353 | 1,368 | ||||||
| Investor relations and business expenses | 68 | 54 | ||||||
| Office maintenance, rent and other expenses | 67 | 78 | ||||||
| Regulatory expenses | 130 | 111 | ||||||
| Business development | 135 | 48 | ||||||
| Total | $ | 3,198 | $ | 2,109 | ||||
Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025
|
Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| USD in thousands | ||||||||
| Revenues | $ | 284 | $ | 461 | ||||
| Cost of revenues | (72 | ) | (101 | ) | ||||
| Gross profit | 212 | 360 | ||||||
| Research and development expenses | 1,575 | 938 | ||||||
| Sales, marketing and distribution | 326 | 491 | ||||||
| General and administrative expenses | 3,198 | 2,109 | ||||||
| Other income | - | (465 | ) | |||||
| Operating loss | 4,887 | 2,713 | ||||||
| Equity losses of an associate | - | 312 | ||||||
| Finance income | (6 | ) | (644 | ) | ||||
| Finance expenses | 1,170 | 1,058 | ||||||
| Loss on impairment of loans | - | 5,973 | ||||||
| Net loss and total comprehensive loss | 6,051 | 9,412 | ||||||
Revenues
During the six months ended June 30, 2026, we generated revenues in the amount of $284 thousand, compared to $461 thousand of revenue recorded during the six months ended June 30, 2025. Revenues in the six months ended June 30, 2026, and 2025, were primarily attributable to our subsidiary SciSparc Nutraceuticals (now a subsidiary of NeuroThera), which owns our hemp-products eCommerce business.
Cost of revenues
The cost of goods sold comprises mainly purchases of our hemp-products eCommerce business, Amazon transaction fees, storage and transportation costs to the Company’s warehouse. The cost of goods sold in the six months ended June 30, 2026, amounted to $72 thousand, compared to $101 thousand of cost of goods sold recorded during the six months ended June 30, 2025.
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Research and Development Expenses, net
Our research and development expenses for the six months ended June 30, 2026, amounted to $1,575 thousand, representing an increase of $637 thousand, or 68%, compared to $938 thousand for the six months ended June 30, 2025. The increase is primarily due to the increase of $270 thousand in wages and related expenses, $162 thousand in share-based expenses, $144 thousand in clinical studies, $55 thousand in research and preclinical studies, and $29 thousand in chemistry and formulations, offset in part by a decrease of $23 thousand in regulatory, professional and other expenses. The increase in wages and related expenses is due to bonuses granted in 2026, as opposed to 2025 in which no bonuses were granted, as well as the added wages of NeuroThera, which previously were not included in the consolidation of the Company’s financial statements. NeuroThera’s financial statements began to be consolidated by the Company on October 9, 2025. The increase in share-based expenses is due to restricted share units, or RSUs, grants both by the Company and by NeuroThera.
General and Administrative Expenses
Our general and administrative expenses totaled $3,198 thousand for the six months ended June 30, 2026, an increase of $1,089 thousand, or 52%, compared to $2,109 thousand for the six months ended June 30, 2025. The increase was primarily attributable to an increase of $771 thousand in share-based expenses, $153 thousand in wages and related expenses, $87 thousand in business development expenses, $60 thousand in office maintenance, rent and other expenses, $14 thousand in investor relations and business expenses, and $19 thousand in regulatory expenses, offset in part by a decrease of $15 thousand in professional and directors’ fees. The increase in wages and related expenses is due to bonuses granted in 2026, as opposed to 2025 in which no bonuses were granted, as well as the added wages of NeuroThera, that previously were not included in the consolidation of the Company’s financial statements. The increase in share-based expenses is due to RSU grants both by the Company and by NeuroThera, and to shares granted by NeuroThera to certain third-party finders.
Sales, Marketing and Distribution Expenses
The sales and marketing expenses are comprised mainly of advertising and promotional rebates on Amazon Marketplace. The sales and marketing expenses in the six months ended June 30, 2026, amounted to $326 thousand, compared to $491 thousand during the six months ended June 30, 2025.
Operating Loss
As a result of the foregoing, our operating loss for the six months ended June 30, 2026, was $4,887 thousand, compared to an operating loss of $2,713 thousand for the six months ended June 30, 2025, an increase of $2,174 thousand, or 80%.
Finance Expense and Income
Finance expenses and income consist of revaluation of financial assets presented at fair value, debt instruments presented at fair value, related issuance expenses of debt instruments, interest income on loans provided, interest expenses on loans or debentures received, and bank fees.
We recognized finance expenses, net, for the six months ended June 30, 2026, of $1,164 thousand, representing an increase of $750 thousand compared to finance expenses, net, of $414 thousand for the six months ended June 30, 2025. Finance income is mainly due to changes in the fair value of the warrants we issued in June 2022, and interest from bank deposits and loans to a related party. Finance expenses are mainly due to changes in the fair value of the Company’s financial assets, and interest expenses related to convertible debentures and promissory notes issued during the period.
Loss on impairment of loans
We recognized a loss on impairment of loans, for the six months ended June 30, 2026, of nil, compared to $5,973 thousand for the six months ended June 30, 2025. The reason for the impairment in 2025 is remeasurement of the loans extended to a related party.
Total Comprehensive Loss
Our total comprehensive loss for the six months ended June 30, 2026, was $6,051 thousand, representing a decrease of $3,359 thousand, or 36%, compared to $9,410 thousand for the six months ended June 30, 2025.
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Liquidity and Capital Resources
Overview
As of June 30, 2026, we had $4.458 million in cash, including short-term restricted deposits and short-term deposits.
The table below presents our cash flows:
|
Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (unaudited) | (unaudited) | |||||||
| (in thousands of USD) | ||||||||
| Net cash used in operating activities | (3,561 | ) | (1,861 | ) | ||||
| Net cash provided from (used in) investing activities | 118 | (2,101 | ) | |||||
| Net cash provided by financing activities | 3,288 | 3,967 | ||||||
Operating Activities
Net cash used in operating activities was $3,561 thousand for the six months ended June 30, 2026, compared with net cash used in operating activities of $1,861 thousand for the six months ended June 30, 2025. The increase in net cash used in operating activities was mainly attributable to a $4,279 thousand decrease in non-cash profit-or-loss adjustments (from $6,709 thousand to $2,430 thousand), together with a $782 thousand decrease in working-capital adjustments (from $842 thousand to $60 thousand), partly offset by the $3,361 thousand decrease in net loss.
Investing Activities
Net cash provided by investing activities was $118 thousand for the six months ended June 30, 2026, compared with net cash used of $2,101 thousand for the six months ended June 30, 2025. Net cash provided by investing activities for the six months ended June 30, 2026, is due mainly to the consolidation of CliniQ. Net cash used in investing activities for the six months ended June 30, 2025, are primarily due to a loan to AutoMax Motors Ltd. in the amount of $2,000 thousand.
Financing Activities
Net cash provided by financing activities was $3,288 thousand in the six months ended June 30, 2026, primarily from proceeds from issuance of share and pre-funded warrants in the amount of $1,598 thousand, and from the issuance of convertible promissory notes in the amount of $1,690 thousand. Net cash provided by financing activities of $3,967 thousand in the six months ended June 30, 2025, primarily from proceeds from issuance of convertible debentures in the amount of $3,990 thousand.
Standby Equity Purchase Agreement
On January 21, 2024, the Company entered into a standby equity purchase agreement, or SEPA, as amended on February 26, 2024, with YA II PN, Ltd., or YA, which provided for the sale of up to $20 million of advance shares. As of June 30, 2026, of the commitment amount, the Company has sold 112,496 Ordinary Shares. Pursuant to the terms of the SEPA, any Ordinary Shares sold to YA will be priced at 97% of the market price, which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing on the trading day immediately following our delivery of an advance notice to YA. Any sale of Ordinary Shares pursuant to the SEPA is subject to certain limitations, including that YA is not permitted to purchase any shares that would result in it owning more than 9.99% Ordinary Shares.
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January 2026 Registered Direct Offering
On January 13, 2026, we entered into a securities purchase agreement with certain institutional and accredited investors, providing for the issuance of an aggregate of 85,131 Ordinary Shares, at a purchase price of $9.00 per share. The offering resulted in gross proceeds of approximately $766 thousand. The Company used the net proceeds from the offering for working capital and general corporate purposes, as determined by the Company’s board of directors.
Convertible Promissory Note
On February 12, 2026, we entered into a Securities Purchase Agreement, or the Notes SPA with an institutional investor, pursuant to which we may issue and sell, from time to time, convertible promissory notes, or the Convertible Notes, in the aggregate principal amount of up to $10,000,000. Upon the execution of the Notes SPA, on February 12, 2026 we issued to the investor a Convertible Note in the principal amount of $2,000,000 for a purchase price of $1,800,000, or the Initial Note. On February 12, 2026, we also entered into a side letter to the Notes SPA, pursuant to which, among others, we agreed that the investor deliver the purchase price for the Initial Note upon the filing of a resale registration statement with the SEC, which was filed on February 17, 2026.
Subject to the conditions of the Notes SPA, beginning on April, 1, 2026, we may request, at our sole discretion, that the investor purchase additional Convertible Notes, each in the principal amount of up to $2,500,000, with a purchase price payable in cash and equal to 90% of such principal amount, during each subsequent three-month period. Notwithstanding the foregoing, if at any time following the execution of the Notes SPA, the daily trading volume of the Company’s Ordinary Shares, is at least 150% of the amount of Ordinary Shares then outstanding, we may request, at our sole discretion, that the investor purchase additional Convertible Notes for a purchase price payable in cash equal to 90% of the principal amount, provided that the aggregate principal amount of all Convertible Notes purchased pursuant to the Notes SPA shall not exceed the $10,000,000.
In addition, under the terms and conditions of the Notes SPA, concurrently with the issuance of each Convertible Note, we shall issue to the investor, for no additional consideration, an accompanying warrant to purchase Ordinary Shares, or the Note Warrant, representing a warrant coverage of 100% of the maximum number of Ordinary Shares issuable upon conversion of each such Convertible Note (calculated based on the then applicable Variable Price (as defined below)) at an exercise price equal to the Variable Price of the accompanying Convertible Note. Thus, on February 12, 2026, we issued to the investor a warrant to purchase up to 3,651,554 Ordinary Shares, or the Initial Note Warrant. The Initial Note Warrant was exercisable upon issuance at an exercise price of $0.5477 and has a term of 3 years from its issuance date, or February 12, 2029.
The exercise of each Note Warrant is the investor’s sole recourse against non-payment of the Principal Amount, Interest, and any Payment Premium (each as defined in the Convertible Note), if applicable, regardless of whether the value realized from the Note Warrant and/or the Ordinary Shares issued upon conversion of the Convertible Note is less than the then outstanding due Principal Amount, Interest, and if applicable, the Payment Premium.
Each Convertible Note will be issued at a purchase price equal to 90% of the principal amount of such Convertible Note, and is to be repaid, together with the accrued due interest, in ten equal monthly installments beginning on the eighteenth month anniversary of its issuance date, unless repaid earlier (partially or in full) at our option or if extended at the option of the investor. The principal amount under each Convertible Note will bear an annual interest rate of 4% (which will increase to 14% upon an Event of Default, as defined in the Convertible Note). Thus, the Initial Note is to be repaid in ten equal monthly installments commencing on August 12, 2027. The outstanding amount due under each Convertible Note is convertible into Ordinary Shares at the option of the investor, at any time after the issuance date of such Convertible Note, at a conversion price equal to the lower of (i) the closing price of the Ordinary Shares on the Nasdaq Capital Market on the last trading day immediately prior to the date of issuance of such Convertible Note, or the Fixed Price, and (ii) 88% of the lowest daily volume weighted average price during the 20 consecutive trading days immediately preceding the applicable date of conversion, or the Variable Price, provided that such Variable Price may not be lower than the floor price which is equal to 20% of the Fixed Price, or the Floor Price, subject to certain adjustments as provided in the Convertible Note. The investor’s option to convert the outstanding amount due is subject to the limitation that the conversion may not result in the investor’s beneficial ownership exceeding 4.99% of the outstanding Ordinary Shares.
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We are not obligated to utilize any of the remaining subscription amount available under the Notes SPA, which as of the date of this Report of Foreign Private Issuer on Form 6-K is $7,500,000, and there are no minimum commitments or minimum use penalties.
On August 18, 2026, the Company announced that its subsidiary, NeuroThera, has completed two tranches of non-brokered private placements, raising aggregate gross proceeds of C$5.4 million (approximately $3.8 million).
The Company participated in the financing with a C$2.7 million (approximately $1.9 million) investment, representing 50% of the total gross proceeds raised. The Company subscribed for 22,500,000 units at a price of C$0.12 (approximately $0.0845) per unit, with each unit consisting of one common share of NeuroThera and one common share purchase warrant. The warrants are exercisable for three years from the issuance date and are subject to an acceleration provision whereby, upon the securities of NeuroThera being approved for trading on the Nasdaq Stock Market, the expiry date of 50% of the unexercised warrants will be accelerated and NeuroThera will provide three business days advance written notice to holders of such accelerated expiry date.
Following the financing, the Company holds approximately 44.6% of NeuroThera’s issued and outstanding common shares. The Company’s stake in NeuroThera is valued at approximately C$30 million (approximately $21.1 million).
Going Concern and Outlook
We have financed our operations to date primarily through proceeds from sales of our securities as well as exercises of warrants and options to purchase shares. We have incurred losses and generated negative cash flows from operations since August 2004. Since August 2004, we have not generated any revenue from the sale of our pharmaceutical product candidates and we do not expect to generate revenues from sale of our pharmaceutical product candidates in the next few years.
As of June 30, 2026, our cash and cash equivalents and restricted deposits totaled $4,458 thousand.
Our cash and cash equivalents position is not sufficient to fund our planned operations for at least a year beyond the date of the filing date of this Report of Foreign Issuer on Form 6-K. The ability to continue as a going concern is dependent upon our obtaining the necessary financing to meet our obligations and repay liabilities arising from normal business operations when they become due. While we have successfully raised funds in the past, there is no guarantee that we will be able to do so in the future. The inability to borrow or raise sufficient funds on commercially reasonable terms would have serious consequences on our financial condition and results of operations. In addition, we started to recognize revenues from sales. However, our pharmaceutical operations are dependent on our ability to raise additional funds from existing and/or new investors. This dependency will continue until we are able to finance our operations through generating revenue from our products. These factors raise substantial doubt about our ability to continue as a going concern.
In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional financing sooner than planned. Our efforts to commercialize our proprietary PEA oral tablets CannAmide™ may not lead to any revenue or revenue at the level at which we are expecting. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of our research and development activities; | |
| ● | the costs of manufacturing our product candidates; | |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; | |
| ● | the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and | |
| ● | the magnitude of our general and administrative expenses. |
Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt and/or equity financings. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. This raises substantial doubts about our ability to continue as a going concern. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our product candidates.
Research and development, patents and licenses, etc.
A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.
Critical Accounting Policies
The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, obligations and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.
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