Business Context and Reporting Period
This Form 6-K filing by SciSparc Ltd. (an Israeli foreign private issuer) is dated December 31, 2025, covering events occurring in December 2025. The primary purpose of the report is to disclose a change in the Company's independent registered public accounting firm and to announce a Special General Meeting of Shareholders.
Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the current period. However, it references the audit reports for the fiscal years ended December 31, 2024, and 2023, which included an explanatory paragraph indicating substantial doubt about the Company's ability to continue as a going concern. No other quantitative financial data is presented in this document.
Material Changes
- Change in Auditor: The Audit Committee recommended, and the Board of Directors approved, the cessation of services by Kost, Forer, Gabbay & Kasierer (EY) and the appointment of Brightman Almagor Zohar & Co. (Deloitte) as the new independent registered public accounting firm.
- Shareholder Approval Required: Under Israeli law, the appointment of Deloitte is subject to shareholder approval and will be voted on at a Special General Meeting.
- No Disagreements: The Company reported no disagreements with EY regarding accounting principles, practices, financial statement disclosures, or auditing scope during the audits for the two fiscal years ended December 31, 2024, and subsequent interim periods.
Outlook, Risks, and Management Commentary
Going Concern Risk: The filing reiterates that EY's audit reports for 2023 and 2024 contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. This remains a critical risk factor highlighted in the context of the auditor change.
Special General Meeting: A Special General Meeting is scheduled for February 4, 2026, to vote on the appointment of Deloitte. The record date for shareholders entitled to vote is January 9, 2026.
Consultations: The Company confirmed it did not consult with Deloitte regarding accounting principles or the type of audit opinion prior to the appointment, nor were there any reportable disagreements with EY.
Key Facts for Investor Verification
- Verify the outcome of the shareholder vote on the appointment of Deloitte at the February 4, 2026, Special General Meeting.
- Review the "substantial doubt" regarding the Company's going concern status as noted in the 2023 and 2024 audit reports to assess current liquidity and solvency risks.
- Confirm the reasons for replacing EY with Deloitte, as the filing states the decision followed a consideration of alternatives but does not explicitly detail the strategic rationale beyond the Board's approval.
- Monitor future filings for updated financial statements audited by Deloitte to see if the going concern qualification is resolved.