6-K - SciSparc Ltd. | StockGist

AI Analysis

AI-generated analysis. Always verify with the original filing.

SciSparc Ltd. entered into a Side Letter dated February 12, 2026, with L.I.A. Pure Capital Ltd. modifying the Securities Purchase Agreement for Convertible Notes up to $10,000,000 aggregate principal, including flexible principal up to $2,500,000 for the Initial Note at 90% purchase price, conditioned on SEC registration filing, and offset rights for consulting fees.

Key Takeaways

1Side Letter dated February 12, 2026, amends SPA with L.I.A. Pure Capital Ltd.

2Initial Note principal up to $2,500,000 at Company's discretion, purchase price 90% of principal ($2,025,000 if full amount).

3Buyer payment conditioned on Company's filing of Form F-3 registration for resale of Conversion Shares and Warrant Shares.

4Company may offset consulting agreement amounts against purchase price with notice and documentation.

5SPA aggregate principal up to $10,000,000 for Convertible Notes.

Current Report Details

Event Type

Securities Issuance

Disclosure

Voluntary

Variant

6-K

Items Reported

6-K

Current Report on Form 6-K

Securities Issuance

$10.0M$2.5M$2.0M$1.8M

Transaction Details

Material Agreement

Agreement: Side Letter to Securities Purchase Agreement
Parties: SciSparc Ltd., L.I.A. Pure Capital Ltd.

•Initial Note principal up to $2,500,000 at Company discretion; Purchase Price = 90% of principal
•Buyer payment obligation conditioned on Company filing Registration Statement on Form F-3 for resale shares
•Company election to offset consulting agreement amounts against Purchase Price dollar-for-dollar with notice
•Side Letter terms control over conflicting SPA provisions

Exhibits (2)

10.1

SIDE LETTER TO SECURITIES PURCHASE AGREEMENT, DATED FEBRUARY 12, 2026, BY AND BETWEEN SCISPARC LTD. AND L.I.A. PURE CAPITAL LTD

6-K

REPORT OF FOREIGN PRIVATE ISSUER