Scisparc Ltd. current report, Q3 FY2022

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Business Context and Reporting Period

This Form 6-K filing by SciSparc Ltd. covers the month of July 2022. The report details amendments to a private placement transaction originally closed on June 1, 2022, involving a healthcare-focused institutional investor.

Key Financial Metrics

The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. Specific financial details regarding the transaction include:

  • Original Offering: 3,546,100 units and pre-funded units at $2.82 per unit.
  • Amendment Proceeds: An amendment to the purchase price resulted in additional gross proceeds of $212,766.
  • Warrant Terms: 7,092,200 ordinary shares underlying warrants with an amended exercise price of $2.63 per share.

Material Changes

On June 30, 2022, the Company and the investor entered into a letter agreement to amend the original securities purchase agreement and warrant terms:

  • Warrant Expiration: Extended from June 1, 2027, to June 1, 2029.
  • Exercise Price: Increased from $2.57 per share to $2.63 per share.
  • Purchase Price: Adjusted to $2.88 per unit (or $0.001 less per pre-funded unit).

Outlook, Risks, and Contingencies

The securities described have not been registered under the Securities Act of 1933 and may not be sold in the United States absent registration or an applicable exemption. The Company has agreed to file a registration statement with the SEC to register the resale of the ordinary shares and the shares underlying the warrants. This report is incorporated by reference into the Company's registration statements on Form F-3 and Form S-8.

Investor Verification Checklist

  • Verify the filing of the SEC registration statement for the resale of the ordinary shares and warrant shares.
  • Confirm the final settlement of the additional $212,766 in gross proceeds.
  • Review the full text of the Letter Agreement (Exhibit 99.1) and Amended Warrant (Exhibit 99.2) for additional covenants.
  • Monitor the Company's Form 20-F for the impact of this capital raise on overall liquidity and debt levels.