SciSparc Ltd. filed a Form 6-K with the SEC on November 3, 2026, disclosing the execution of a Securities Purchase Agreement with an institutional investor and the concurrent issuance of a $3,000,000 convertible promissory note and an accompanying warrant.

Key Highlights

  • Initial Note principal: $3,000,000, issued for a purchase price of $2,550,000 (85% of principal) on November 3, 2026.
  • Total facility size: The SPA permits aggregate Notes of up to $10,000,000, leaving $7,000,000 undrawn as of the filing date.
  • Initial Warrant coverage: SciSparc issued a warrant to purchase up to 11,457,269 Ordinary Shares at an exercise price of $0.5237, expiring November 2, 2029.
  • Repayment schedule: The Initial Note is to be repaid in ten equal monthly installments beginning May 3, 2028, bearing a 4% annual interest rate (rising to 14% upon an Event of Default).
  • Conversion floor: The Variable Price conversion feature cannot result in a conversion price below $0.11592 per share.
  • Beneficial ownership cap: Conversion by the Holder is restricted so that the Holder's beneficial ownership may not exceed 4.99% of outstanding Ordinary Shares.
  • Use of proceeds: The company disclosed it intends to use net proceeds for working capital and general corporate purposes.

SciSparc's Convertible Note Structure and Warrant Terms Under the November 2026 SPA

SciSparc Ltd. (NASDAQ:SPRC), an Israel-based biopharmaceutical company, disclosed on November 3, 2026 that it entered into a Securities Purchase Agreement with an institutional investor, under which the company may issue convertible promissory notes totaling up to $10,000,000. At the Initial Closing, the company issued a $3,000,000 note to the Holder for a cash purchase price of $2,550,000, reflecting the 85% of principal pricing structure that applies to all Notes under the SPA. According to the filing, the company is not obligated to draw on the remaining $7,000,000, and the SPA imposes no minimum use penalties or restrictions on operating activities.

At the Initial Closing, SciSparc also issued the Holder a warrant to purchase up to 11,457,269 Ordinary Shares for no additional consideration. The warrant coverage is set at 200% of the maximum number of Ordinary Shares issuable upon conversion of each accompanying Note. The Initial Warrant carries an exercise price of $0.5237 per share and expires on November 2, 2029. The filing notes that the exercise price may be reduced if the company later issues shares at a lower price, but may not fall below the Floor Price of $0.11592.

Beginning January 1, 2027, the company may request that the Holder purchase additional Notes, each in a principal amount of up to $3,000,000, priced at 85% of par, during each subsequent three-month period, subject to conditions in the SPA. The outstanding amount under each Note is convertible into Ordinary Shares at the Holder's option, at a Variable Price equal to the lower of $0.5237 or 85% of the lowest daily volume weighted average price over the 20 consecutive trading days preceding conversion, subject to the Floor Price. The securities were issued in a private placement exempt from Securities Act registration, and the company has agreed to file a registration statement covering resale of the underlying Ordinary Shares.

What Was Disclosed

SciSparc's Form 6-K for November 2026 disclosed the terms of a new Securities Purchase Agreement, the issuance of a $3,000,000 convertible note at a purchase price of $2,550,000, and an accompanying warrant for 11,457,269 Ordinary Shares exercisable at $0.5237 through November 2, 2029. Proceeds are designated for working capital and general corporate purposes.