Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
July 01 2022 - 4:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of July 2022
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 ☐
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):
CONTENTS
As previously disclosed on a Form
6-K by SciSparc Ltd. (the “Company”), on May 27, 2022 the Company entered into a definitive securities purchase agreement
with a healthcare-focused institutional investor for the issuance, in a private placement, of an aggregate of 3,546,100 units and pre-funded
units at a purchase price of $2.82 per unit (or $0.001 less per pre-funded unit). Each unit and pre-funded unit consisted of one ordinary
share (or ordinary share equivalent) and two non-tradable warrants each exercisable for one ordinary share for $2.57 (for a total of 7,092,200
ordinary shares underlying the warrants). The warrants had a term of five years from the issuance date.
The closing of the offering occurred
on June 1, 2022.
On June 30, 2022, the Company
and the institutional investor entered into a letter agreement and agreed, among other things, to amend: (i) the warrants to: (a) extend
the termination date for exercising the warrants from June 1, 2027 to June 1, 2029; and (b) amend the exercise price from $2.57 per share
to $2.63 per share; and (ii) the securities purchase agreement to reflect a new purchase price of $2.88 per unit (or $0.001 less per pre-funded
unit), resulting in additional gross proceeds to the Company of $212,766.
The securities described herein
(the “Securities”) have not been registered under the Securities Act of 1933, as amended, and may not be sold in the
United States absent registration or an applicable exemption from the registration requirements. The Company has agreed to file a registration
statement with the Securities and Exchange Commission (the “SEC”) to register the resale of the ordinary shares and
the ordinary shares underlying warrants.
This Report on Form 6-K shall
not constitute an offer to sell or the solicitation of an offer to buy the Securities, nor shall there be any sale of these Securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
This Report on Form 6-K is incorporated
by reference into the registration statements on Form F-3 (File No. 333-233417 and File No. 333-248670) and on Form
S-8 (File No. 333-225773) of the Company, filed with the SEC, to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SciSparc Ltd. |
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Date: July 1, 2022 |
By: |
/s/ Oz Adler |
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Name: Oz Adler |
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Title: Chief Executive Officer & Chief Financial Officer |
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