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SciSparc Ltd.

For the period ended Dec 31, 2025. Filed Apr 29, 2026.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2025 · Filed Apr 29, 2026

SPRC$0.42-2.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:001-38041

SCISPARC LTD.

(Exact name of registrant as specified in its charter)

Translation of registrant’s name into English: Not applicable

**State of Israel **

(Jurisdiction of incorporation or organization)

20 Raul Wallenberg St.

Tower A, 2 nd Floor

**Tel Aviv 6971916, Israel **

(Address of principal executive offices)

Oz Adler

Chief Executive Officer

Tel: +972-3-7175777

Email: oz@scisparc.com

20 Raul Wallenberg St.

Tower A, 2 nd Floor

Tel Aviv 6971916, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities to be registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, no par valueSPRCThe Nasdaq Capital Market

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

365,444 Ordinary Shares, no par value, as of December 31, 2025

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.

Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Emerging growth company☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

U.S. GAAP☐

International Financial Reporting Standards as issued by the International Accounting Standards Board☒

Other☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company.

Yes☐ No☒

TABLE OF CONTENTS

Page
INTRODUCTIONiii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
SUMMARY RISK FACTORSv
PART I1
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
A.[Reserved]1
B.Capitalization and Indebtedness1
C.Reasons for the Offer and Use of Proceeds1
D.Risk Factors1
ITEM 4.INFORMATION ON THE COMPANY51
A.History and Development of the Company51
B.Business Overview51
C.Organizational Structure89
D.Property, Plants and Equipment90
ITEM 4A.UNRESOLVED STAFF COMMENTS90
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS90
A.Operating Results90
B.Liquidity and Capital Resources94
C.Research and development, patents and licenses, etc.99
D.Trend information99
E.Critical Accounting Estimates99
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES100
A.Directors and Senior Management100
B.Compensation102
C.Board Practices104
D.Employees117
E.Share Ownership117
F.Action to Recover Erroneously Awarded Compensation117
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS117
A.Major Shareholders117
B.Related Party Transactions120
C.Interests of Experts and Counsel122
ITEM 8.FINANCIAL INFORMATION122
A.Consolidated Statements and Other Financial Information122
B.Significant Changes123
ITEM 9.THE OFFER AND LISTING124
A.Offer and Listing Details124
B.Plan of Distribution124
C.Markets124
D.Selling Shareholders124
E.Dilution124
F.Expenses of the Issue124

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ITEM 10.ADDITIONAL INFORMATION124
A.Share Capital124
B.Memorandum and Articles of Association124
C.Material Contracts124
D.Exchange Controls124
E.Taxation125
F.Dividends and Paying Agents133
G.Statement by Experts134
H.Documents on Display134
I.Subsidiary Information134
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK134
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES134
A.Debt Securities
B.Warrants and rights
C.Other Securities
D.American Depositary Shares
PART II135
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES135
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS135
ITEM 15.CONTROLS AND PROCEDURES135
ITEM 16.[Reserved].136
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT136
ITEM 16B.CODE OF ETHICS136
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES136
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES137
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS137
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT137
ITEM 16G.CORPORATE GOVERNANCE137
ITEM 16H.MINE SAFETY DISCLOSURE138
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS138
ITEM 16J.INSIDER TRADING POLICIES139
ITEM 16K.CYBERSECURITY139
PART III141
ITEM 17.FINANCIAL STATEMENTS141
ITEM 18.FINANCIAL STATEMENTS141
ITEM 19.EXHIBITS141
SIGNATURES143

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.