SPRC SciSparc Ltd

 

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: September 2024 (Report No. 6)

 

Commission file number: 001-38041

 

SCISPARC LTD.

(Translation of registrant’s name into English)

 

20 Raul Wallenberg Street, Tower A

Tel Aviv 6971916, Israel

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

 

 

CONTENTS

 

Further to the notice on the Annual General Meeting of Shareholders (the “Meeting”) of SciSparc Ltd. (the “Company”) originally scheduled for October 1, 2024, the Company hereby announces that the date of the Meeting has been postponed and has been rescheduled for Tuesday, October 22, 2024. The record date for the Meeting, August 27, 2024, remains unchanged.

 

Attached hereto and incorporated by reference herein are a supplemental proxy statement and an amended proxy card for the Meeting, which include the addition of Proposal No. 7 to the agenda for the Meeting.

 

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408) and on Form S-8 (File Nos. 333-278437 and 333-225773) filed with the Securities and Exchange Commission to be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibits No.
99.1		Supplemental Proxy Statement for the Annual General Meeting to be held on October 22, 2024.
99.2		Amended Proxy Card for the Annual General Meeting to be held on October 22, 2024.

 

 

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 27, 2024	By	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 99.1 

 

 

 

September 27, 2024

Supplemental Proxy Statement

 

Annual General Meeting of Shareholders

to be held on October 22, 2024

 

This supplemental proxy statement (the “Supplemental Proxy Statement”) is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”), of SciSparc Ltd. (“SciSparc” or the “Company”) to be voted at the Annual General Meeting of Shareholders, or at any adjournment thereof (the “Meeting”). The Meeting is postponed, and is rescheduled to take place on Tuesday, October 22, 2024, at 3:00 p.m. (Israel time), at the Company’s offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel. The declared record date of the Meeting, Tuesday, August 27, 2024, remains unchanged.

 

The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 15% of the voting power of the Company’s ordinary shares constitutes a quorum for purposes of the Meeting. If a quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Wednesday, October 23, 2024, at the same time and place.

 

This Supplemental Proxy Statement supplements the proxy statement previously sent to the Company’s shareholders with respect to the Meeting, which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, furnished to the U.S. Securities and Exchange Commission on August 22, 2024 (the “Proxy Statement”).

 

This Supplemental Proxy Statement includes the addition of Proposal No. 7 to the agenda of the Meeting. To the extent that the information in this Supplemental Proxy Statement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Supplemental Proxy Statement shall amend and supersede the information in the Proxy Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for your consideration before voting. Accordingly, we encourage you to read this Supplemental Proxy Statement carefully and in its entirety together with the Proxy Statement.

 

If you already voted, a vote cast “for,” “against” or “abstain” on Proposals Nos. 1 through 6, your cast votes will also to be valid for the Meeting, unless revoked or changed as described in the Proxy Statement.

 

If you already voted and wish to revoke or change your vote, you may do so by mail, telephone, internet or in person at the Meeting, as described in the Proxy Statement. Only your latest submitted vote will count.

 

PROPOSAL NO. 7

APPROVAL OF A REVERSE SHARE SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING ORDINARY SHARES

 

Background

 

At the Meeting, shareholders will be asked, among other things, to approve a framework to allow the Board, in its discretion to effect a reverse split of the Company’s issued and outstanding ordinary shares (the “Reverse Split”).

 

 

On July 16, 2024, we received a written notice from The Nasdaq Stock Market (“Nasdaq”) indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. The notice provided that we have 180 calendar days to regain compliance with the minimum bid price requirement. If at any time during this period the closing bid price of our ordinary shares are at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide us with a written confirmation of compliance and the matter will be closed. Accordingly, the primary intent of the Reverse Split is to increase the price of our ordinary shares in order to meet the minimum bid price requirement of Nasdaq. Due to the decrease in the share price of the Company’s ordinary shares, the Board resolved to increase the range of the ratio of the Reverse Split from up to 1:2 to up to 1:30.

 

We believe that the Reverse Split of our ordinary shares is advisable in order to make our ordinary shares more attractive to a broader range of investors. Our Board believes that the anticipated increased price resulting from the Reverse Split may generate additional interest and trading in our ordinary shares.

 

We are therefore seeking approval of the shareholders to effect the Reverse Split of the Company’s issued and outstanding ordinary shares in the range of a ratio of up to 1:30, such that, depending on the ratio, every two ordinary shares and up to every thirty ordinary shares shall be consolidated into one ordinary share. If Proposal No. 7 is approved by our shareholders, our Board will have the discretionary authority to determine whether to implement such Reverse Split, and the exact ratio and the effective date of the Reverse Split.

 

All other proposed terms shall remain as detailed in the Proxy Statement.

 

Proposal

 

It is proposed that the following resolution be adopted at the Meeting:

 

“RESOLVED, to approve a reverse share split of the Company’s issued and outstanding ordinary shares in the range of a ratio of up to 1:30, to be effected at the discretion of, and on such date to be determined by the Board, as detailed in the Supplemental Proxy Statement, dated September 27, 2024.

 

Vote Required

 

See “Vote Required for Approval of Each of the Proposals” in the Proxy Statement.

 

Board Recommendation

 

The Board recommends a vote “FOR” the approval of the Reverse Split.

 

 

 

Exhibit 99.2

 

SCISPARC LTD. 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time, Monday, October 21, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.   VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time, Monday, October 21, 2024. Have your proxy card in hand when you call and then follow the instructions.   VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

SCISPARC LTD.
The Board of Directors recommends you vote FOR the following proposals:
1.	To re-elect each of Ms. Liat Sidi and Mr. Amnon Ben Shay to serve as Class I directors of the Company, until the Company’s third annual general meeting of shareholders following this Meeting, and until their respective successor is duly elected and qualified.
Nominees:		For	Against	Abstain
1a.	Liat Sidi.	☐	☐	☐
1b.	Amnon Ben Shay.	☐	☐	☐
2.	To approve the grant of equity awards to the Company’s Chief Executive Officer.	☐	☐	☐
3.	To approve the grant of equity awards to the Company’s President.	☐	☐	☐
4.	To approve the grant of equity awards to the Company’s Chairman of the Board.	☐	☐	☐

 

 

5.	To approve the grant of equity awards to the Company’s directors.	☐	☐	☐
6.	To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm for the year ending December 31, 2024 and until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors.	☐	☐	☐
7.	To approve a reverse split of the Company’s issued and outstanding ordinary shares at a ratio of up to 1:30, to be effected at the discretion of, and on such date to be determined by, the board of directors.	☐	☐	☐

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

	Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

 

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting:

The Proxy Statement is available at www.proxyvote.com.

SCISPARC LTD.

Annual General Meeting of Shareholders

To be held October 22, 2024

This proxy is solicited by the Board of Directors

 

The undersigned shareholder(s) hereby appoint(s) Oz Adler and Amitay Weiss, and each of them, as proxies and attorneys-in-fact, each with the power to appoint (his/her) substitute or successive substitutes, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the ordinary shares of SciSparc Ltd. that the shareholder(s) is/are entitled to vote at the Annual General Meeting of Shareholders to be held at 3:00 PM (Israel time) on October 22, 2024 , at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, and in their discretion, according to their best judgment and the recommendation of the board of directors, to vote upon such other business as may properly come before the meeting, any adjournment(s) or postponement(s) thereof. The undersigned shareholder(s) also acknowledge(s) receipt of the Notice of Annual General Meeting of Shareholders and the Company’s Proxy Statement, dated August 22, 2024, as supplemented by the Supplemental Proxy Statement, dated September 27, 2024, for such meeting (including either a physical copy or by way of electronic access).

 

IMPORTANT NOTE: BY EXECUTING THIS PROXY CARD, THE UNDERSIGNED SHAREHOLDER IS CONFIRMING THAT HE, SHE OR IT DOES NOT HAVE A CONFLICT OF INTEREST (I.E., THE UNDERSIGNED IS NOT AN “INTERESTED SHAREHOLDER”) IN THE APPROVAL OF PROPOSAL NO. 2 AND CAN THEREFORE BE COUNTED TOWARDS OR AGAINST THE MAJORITY REQUIRED FOR APPROVAL OF THAT PROPOSAL. IF YOU HAVE SUCH A CONFLICT OF INTEREST IN THE APPROVAL OF PROPOSAL NO. 2, PLEASE NOTIFY MR. OZ ADLER, THE COMPANY’S CHIEF EXECUTIVE OFFICER, AT 20 RAUL WALLENBERG STREET, TOWER A TEL AVIV 6971916, ISRAEL, TELEPHONE: +972-3-7175777 OR EMAIL OZ@SCISPARC.COM.

 

This proxy also delegates, to the extent permitted by applicable law, discretionary authority to vote with respect to any other business which may properly come before the annual general meeting or any adjournment(s) or postponement(s) thereof.

 

 

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THIS FORM OF PROXY AND MAIL THE ENTIRE PROXY PROMPTLY, ALONG WITH PROOF OF IDENTITY IN ACCORDANCE WITH THE COMPANY’S PROXY STATEMENT, IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF THESE SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.

 

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.

 

Continued and to be signed on reverse side

 

 

 

 

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