Business Context and Reporting Period
SciSparc Ltd., a foreign private issuer based in Tel Aviv, Israel, filed Form 6-K on February 17, 2026, covering the month of February 2026. The filing discloses the execution of a Side Letter to a Securities Purchase Agreement (SPA) dated February 12, 2026, with an institutional investor, L.I.A. Pure Capital Ltd.
Key Financial Metrics and Transaction Details
- Convertible Notes Program: The Company entered into an SPA for the issuance of convertible promissory notes with an aggregate principal amount of up to $10,000,000.
- Purchase Price Terms: Notes are sold at 90% of the principal amount.
- Initial Note Issuance: On February 12, 2026, the Company issued an Initial Note with a principal amount of $2,000,000 for a purchase price of $1,800,000.
- Consulting Fee Offset: The Company may offset amounts due to the Holder under a consulting agreement (dated December 1, 2020) against the purchase price for the Initial Note or additional Notes.
- Liquidity and Cash Flow: The filing text does not provide specific cash flow, revenue, profit, or debt metrics for the reporting period. The receipt of the $1,800,000 purchase price is contingent upon the filing of a resale Registration Statement with the SEC.
Material Changes and Unusual Items
The primary material change is the amendment of the initial funding tranche via the Side Letter. While the SPA allows for an initial note up to $2,500,000 at the Company's discretion, the Company elected to issue $2,000,000. Additionally, the transaction introduces a mechanism to offset existing consulting liabilities against new capital proceeds, which may alter the net cash inflow from the transaction.
Guidance, Outlook, and Risks
- Contingency: The Holder is required to deliver the purchase price for the Initial Note only upon the filing of a resale Registration Statement covering the ordinary shares issuable upon conversion of the Note and exercise of the accompanying warrant.
- Management Commentary: The filing contains no forward-looking guidance, outlook, or specific management commentary beyond the transaction mechanics.
- Risks: The Company's ability to realize the $1,800,000 proceeds is dependent on regulatory filing timelines and the successful execution of the resale registration.
Investor Verification Checklist
- Verify the status of the resale Registration Statement required to trigger the $1,800,000 payment from the Holder.
- Confirm the outstanding balance of the consulting agreement dated December 1, 2020, to assess the potential reduction in net proceeds via the offset provision.
- Review the full text of the Side Letter (Exhibit 10.1) for additional covenants or restrictions not summarized in the filing.
- Monitor subsequent filings for the issuance of additional notes under the remaining $7,500,000 capacity of the SPA.