UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of June 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

 

On May 31, 2022, SciSparc Ltd. (the “Company”) issued a press release titled “SciSparc to Collaborate with Polyrizon for Brain Targeting Using Intranasal Hydrogel Systems”. A copy of this press release is furnished herewith as Exhibit 99.1.

 

On June 1, 2022, the Company issued a press release titled “SciSparc Ltd. Announces Closing of $10 Million Private Placement Priced At-the-Market”. A copy of this press release is furnished herewith as Exhibit 99.2.

 

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Company, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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EXHIBIT INDEX

 

Exhibit No.    
     
99.1   Press Release issued by SciSparc Ltd. on May 31, 2022 titled “SciSparc to Collaborate with Polyrizon for Brain Targeting Using Intranasal Hydrogel Systems”.
99.2   Press Release issued by SciSparc Ltd. on June 1, 2022 titled “SciSparc Ltd. Announces Closing of $10 Million Private Placement Priced At-the-Market”.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SciSparc Ltd.
     
Date: June 1, 2022 By: /s/ Oz Adler 
    Name: Oz Adler
    Title: Chief Executive Officer & Chief Financial Officer

 

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Exhibit 99.1

 

 

 

SciSparc to Collaborate with Polyrizon for Brain Targeting Using Intranasal Hydrogel Systems

 

SciSparc will use its SCI-160 technology platform for treating pain in combination with Polyrizons’ Trap and TargetTM technology

 

TEL AVIV, Israel, May 31, 2022 /PRNewswire/ -- SciSparc Ltd. (NASDAQ: SPRC), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system (the “Company” or “SciSparc”), today announced it has signed a collaboration agreement with Polyrizon Ltd., a biotech company focused on the development of innovative medical device hydrogels delivered in the form of nasal sprays (“Polyrizon”).

 

As part of the collaboration, the two companies will work to develop a unique technology for the treatment of pain, based on SciSparc’s SCI-160 platform and Polyrizon’s Trap and TargetTM intranasal drug delivery technology to target the central nervous system.

 

SciSparc’ s top-tier investigational drug candidate, SCI-160, is an innovative and proprietary, non-opioid, CB2 receptor (“CB2R”) agonist intended for the treatment of pain. This specific CB2R agonist was synthesized by Professor Raphael Mechoulam, Ph.D.

 

CB2R specific agonists have been found to be involved in mediating analgesic effects in the peripheral nervous system, without psychotropic activity or significant side effects.

 

The Trap and TargetTM platform is designed to allow a long residence time, sustained release and intimate contact with the mucosal tissue for a targeted intranasal delivery of drugs, which primarily allows drug entry to the brain directly through the olfactory and trigeminal nerve pathways for therapeutic purposes.

 

By using this state-of-the-art drug delivery technology with SciSparc’s proprietary SCI-160 platform, the goal of the collaboration is to develop a proprietary intranasal formulation aimed at maintaining effective concentrations of SCI-160 in the brain to significantly relieve pain.

 

Dr. Adi Zuloff-Shani, SciSparc’s Chief Technologies Officer, commented “SciSparc’s objective to revolutionize cannabinoids treatment and to develop best in class therapies continues with this collaboration agreement as we work to develop effective approaches to intranasal drug delivery, which is one of the preferred delivery options for targeting the brain. Partnering with Polyrizon and taking advantage of their innovative delivery technology may create mutual opportunities to develop treatments for pain.”

 

Under the collaboration agreement, SciSparc will pay development fees to Polyrizon up to a total of $2,550,000 upon the completion of certain milestones, as well as royalties in the low single digits upon sales of products under the agreement and additional royalties for sales under any sublicense by SciSparc.

 

SciSparc has previously achieved positive results in a series of pre-clinical trials in which the efficacy and safety of SCI-160 was demonstrated in both acute and chronic pain. Moreover, results of the studies showed not only that the drug was well tolerated and did not cause any significant adverse clinical effects, but efficacy studies demonstrated the analgesic superiority of SCI-160 over control and were comparable to high-dose morphine analgesic effects, and in some instances exerted greater potency.

 

Oz Adler, SciSparc’s Chief Executive Officer, is a member of the board of directors of Polyrizon.

 

 

 

 

About SciSparc Ltd. (NASDAQ: SPRC):

 

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. Our focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company is currently engaged in the following drug development programs based on THC and/or non-psychoactive cannabidiol (CBD): SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210 for the treatment of autism spectrum disorder and status epilepticus.

 

Forward-Looking Statements:

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, SciSparc is using forward-looking statements when it discusses the potential benefits of the collaboration with Polyrizon, potential milestone payments and royalties and development of a proprietary intranasal formulation aimed at maintaining effective concentrations of SCI-160 in the brain to significantly relieve pain. Historic results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar conclusions. 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 28, 2022, and in subsequent filings with the U.S. Securities and Exchange Commission. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

 

Investor Contact:
IR@scisparc.com 
Tel: +972-3-6167055

 

 

 

 

 

Exhibit 99.2

 

SciSparc Ltd. Announces Closing of $10 Million Private Placement Priced At-the-Market

 

TEL AVIV, Israel, June 1, 2022 (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, today closed its previously announced private placement pursuant to a securities purchase agreement with a single healthcare-focused institutional investor for gross proceeds of approximately $10 million, before deducting fees to the placement agent and other expenses payable by the Company.

 

In connection with the private placement, the Company issued 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), priced at-the-market under Nasdaq rules. Each unit and pre-funded unit consists 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 shares underlying the warrants). The warrants have a term of five years from the issuance date. No actual units were issued.

 

Aegis Capital Corp. acted as the Exclusive Placement Agent for the Private Placement.

 

The securities described above were sold in a private placement and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to an accredited investor. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the ordinary shares and the ordinary shares issuable upon exercise of the warrants.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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.

 

About SciSparc Ltd. (NASDAQ: SPRC):

 

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company is currently engaged in the following drug development programs based on THC and/or non-psychoactive cannabidiol (CBD): SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210 for the treatment of autism spectrum disorder and status epilepticus.

 

Investor Contact:

 

IR@scisparc.com

 

Tel: +972-3-6167055