As filed with the Securities and Exchange Commission
on February 16, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCISPARC LTD.
(Exact name of Registrant as specified in its charter)
| Israel |
|
Not Applicable |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
Tel: (+972) (3) 717-5777
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, Address, and Telephone Number of Agent for
Service)
Copies to:
|
Oded Har-Even, Esq.
Howard E. Berkenblit, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Tel: (212) 660-3000 |
Dr. Shachar Hadar, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100 |
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
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 7(a)(2)(B)
of the Securities 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. |
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer
to buy securities in any state where the offer or sale is not permitted.
Subject to Completion,
Dated February 16, 2023
PROSPECTUS
$50,000,000
SCISPARC LTD.
Ordinary Shares
Warrants
Units
We may offer and sell from
time to time in one or more offerings up to the total amount of $50,000,000 of our ordinary shares, no par value, or the Ordinary Shares,
warrants or units comprising a combination of Ordinary Shares and warrants. Each time we sell securities pursuant to this prospectus,
we will provide in a supplement to this prospectus the price and any other material terms of any such offering. We may also authorize
one or more free writing prospectuses to be provided to you in connection with each offering. Any prospectus supplement and related free
writing prospectuses may also add, update or change information contained in the prospectus. You should read this prospectus, any applicable
prospectus supplement and related free writing prospectuses, as well as the documents incorporated by reference or deemed incorporated
by reference into this prospectus, carefully before you invest in the securities.
Our Ordinary Shares have been
listed on the Nasdaq Capital Market, or Nasdaq, since December 22, 2021 under the symbol “SPRC.” On February 15, 2023, the
last reported sale price of our Ordinary Shares was $0.93 per share.
On February 15, 2023, the aggregate
market value of our Ordinary Shares held by non-affiliates was $7,330,131, based on 6,860,090 Ordinary Shares outstanding and a per share
price of $1.07 based on the closing sale price of our Ordinary Shares on January 17, 2023. We have not offered any securities pursuant
to General Instruction I.B.5 on Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus.
Investing in the securities
involves a high degree of risk. Risks associated with an investment in the securities will be described in any applicable prospectus supplement
and are and will be described in certain of our filings with the Securities and Exchange Commission, or SEC, as described in “Risk
Factors” on page 3 of this prospectus.
The securities may be sold
directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, or through a combination
of such methods, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section
entitled “Plan of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of the securities
with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions,
discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public of the securities and the net
proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the SEC nor any
state or other securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus
is , 2023
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of
a registration statement on Form F-3 that we filed with the SEC utilizing a “shelf” registration process. Under this shelf
registration process, we may offer from time to time up to an aggregate of $50,000,000 of the Ordinary Shares, warrants or units comprising
a combination of Ordinary Shares and warrants in one or more offerings. We sometimes refer to the Ordinary Shares, warrants and units
as the “securities” throughout this prospectus.
Each time we sell securities,
we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of such offering. We may also
authorize one or more free writing prospectuses to be provided to you in connection with such offering. The prospectus supplement and
any related free writing prospectuses may also add, update or change information contained in this prospectus. You should read carefully
both this prospectus, the applicable prospectus supplement, the documents incorporated by reference into this prospectus and any related
free writing prospectus together with additional information described below under “Where You Can Find More Information” and
“Incorporation of Certain Information by Reference” before buying the securities being offered.
This prospectus does not contain
all of the information provided in the registration statement that we filed with the SEC. For further information about us or the securities,
you should refer to that registration statement, which you can obtain from the SEC as described below under “Where You Can Find
More Information” and “Incorporation of Certain Information by Reference.”
You should rely only on the
information contained or incorporated by reference in this prospectus, a prospectus supplement and related free writing prospectuses.
Neither we, nor any agent, underwriter or dealer has authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should not
assume that the information contained in this prospectus and the accompanying prospectus supplement or related free writing prospectuses
is accurate on any date subsequent to the date set forth on the front of the document or that any information that we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since those dates.
In this prospectus, references
to the terms “SciSparc,” “the Company,” “we,” “us,” “our” and similar terms,
refer to SciSparc Ltd., unless we state or the context implies otherwise. References to “Ordinary Shares” mean our Ordinary
Shares, no par value.
Our reporting currency and
functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this prospectus
to “NIS” are to New Israeli Shekels, and references to “dollars” or “$” mean U.S. dollars.
This prospectus incorporates by reference statistical,
market and industry data and forecasts which we obtained from publicly available information and independent industry publications and
reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain
their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information.
Although we believe that these sources are reliable, we have not independently verified the information contained in such publications.
We report under International
Financial Reporting Standards as issued by the International Accounting Standards Board, or the IASB. None of the financial statements
were prepared in accordance with generally accepted accounting principles in the United States.
ABOUT SCISPARC LTD.
We are a specialty clinical-stage
pharmaceutical company. Our focus is creating and enhancing a portfolio of technologies and assets based on cannabinoid therapies. With
this focus, we are currently engaged in the following pharmaceutical compositions comprising N-acylethanolamines and cannabinoids, such
as Palmitoylethanolamide and/or Δ9-tetrahydrocannabinol and/or non-psychoactive cannabidiol and/or other cannabinoid receptor agonists:
SCI-110 for the treatment of Tourette syndrome and Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210
for the treatment of Autism Spectrum Disorder and Status Epilepticus. We also have a wholly-owned subsidiary whose business focusses
on the sale of hemp-based products on the Amazon.com marketplace.
Our Ordinary Shares are listed
on the Nasdaq under the symbol “SPRC”. Our principal executive offices are located at 20
Raul Wallenberg St., Tower A, 2nd Floor, Tel Aviv 6971916 Israel. Our telephone number in Israel is: (+972) (3)
717 5777. Our website address is http://www.scisparc.com. The information contained on our
website or available through our website is not incorporated by reference into and should not be considered a part of this prospectus.
RISK
FACTORS
Investing in our securities
involves risks. You should consider carefully the risk factors described in our periodic reports filed with the SEC, including those set
forth under the caption “Item 3. Key Information - D. Risk Factors” in our most recent Annual Report on Form 20-F for the
year ended December 31, 2021, or the 2021 Annual Report, or any updates in our Reports of Foreign Private Issuer on Form 6-K, which are
incorporated by reference in this prospectus, together with all of the other information appearing in this prospectus or incorporated
by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives and financial
circumstances. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair
our business operations. If any of these risks actually occur, our business, financial condition, operating results or cash flows could
be materially adversely affected. This could cause the trading price of our securities to decline, and you may lose all or part of your
investment. The discussion of risks includes or refers to forward-looking statements; you should read the explanation of the qualifications
and limitations on such forward-looking statements discussed elsewhere in this prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains,
and any accompanying prospectus supplement will contain, forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
and the Private Securities Litigation Reform Act of 1995. Also, documents that we incorporate by reference into this prospectus, including
documents that we subsequently file with the SEC, contain and will contain forward-looking statements. Forward-looking statements are
those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify
forward-looking statements as statements containing the words “may,” “will,” “could,” “should,”
“expect,” “anticipate” “objective,” “goal,” “intend,” “estimate,”
“believe,” “project,” “plan,” “assume” or other similar expressions, or negatives of those
expressions, although not all forward-looking statements contain these identifying words. All statements contained or incorporated by
reference in this prospectus and any prospectus supplement regarding our objectives, plans and strategies, statements that contain projections
of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development,
completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or
developments that we intend, expect, project, believe or anticipate will or may occur in the future.
You should not place undue
reliance on our forward-looking statements because the matters they describe are subject to certain risks, uncertainties and assumptions,
including in many cases decisions or actions by third parties, that are difficult to predict. Our forward-looking statements are based
on the information currently available to us and speak only as of the date on the cover of this prospectus, the date of any prospectus
supplement, or, in the case of forward-looking statements incorporated by reference, the date of the filing that includes the statement.
Over time, our actual results, performance or achievements may differ from those expressed or implied by our forward-looking statements,
and such difference might be significant and materially adverse to our security holders. We undertake no obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise.
We have identified some of
the important factors that could cause future events to differ from our current expectations and they are described in this prospectus
and supplements to this prospectus (if any) under the caption “Risk Factors,” “Use of Proceeds,” and elsewhere
in this prospectus, as well as in our most recent Annual Report on Form 20-F, including without limitation under the captions “Risk
Factors” and “Operating and Financial Review and Prospects,” and in other documents that we may file with the SEC, all
of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus,
the documents incorporated by reference herein, and any prospectus supplement.
capitalization
The following table sets forth
our cash and cash equivalents and our capitalization as of June 30, 2022. You should read this table in conjunction with “Item 5.
Operating and Financial Review and Prospects” and our financial statements and related notes included in our 2021 Annual Report,
incorporated by reference herein, and our unaudited financial results as of and for the six months ended June 30, 2022, furnished with
the SEC on December 29, 2022, which are incorporated by reference herein.
| | |
As of June 30,
2022 | |
| U.S. dollars in thousands | |
(Unaudited) | |
| | |
| |
| Cash and cash equivalents | |
$ | 12,945 | |
| Total assets | |
| 14,422 | |
| Total liabilities | |
| 11,385 | |
| | |
| | |
| Shareholders’ equity: | |
| | |
| Share capital and premium | |
| 58,547 | |
| Ordinary Shares, no par value: 25,714,285 Ordinary Shares authorized; 3,526,740 Ordinary Shares issued and outstanding | |
| | |
| Reserve from share-based payment transactions | |
| 4,980 | |
| Warrants | |
| 5,190 | |
| Foreign currency translation reserve | |
| 497 | |
| Transactions with non-controlling interests | |
| 559 | |
| Accumulated deficit | |
| (66,736 | ) |
| | |
| | |
| Total equity | |
$ | 3,037 | |
USE OF PROCEEDS
Unless otherwise indicated
in an accompanying prospectus supplement, the net proceeds from the sale of securities will be used for working capital, which includes
research and development, to advance our technology and general corporate purposes and pursuing strategic opportunities including expanding
our pipeline. Our management will have significant flexibility in applying the net proceeds of this offering.
DESCRIPTION OF SECURITIES
The
descriptions of the securities contained in this prospectus, together with the applicable prospectus supplements, summarize the material
terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating
to any securities the particular terms of the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus
supplement, the terms of the securities may differ from the terms we have summarized below.
We
may sell from time to time, in one or more offerings, Ordinary Shares, warrants to purchase Ordinary Shares or units comprising a combination
of Ordinary Shares and warrants.
In this prospectus, we refer
to the Ordinary Shares and warrants to purchase Ordinary Shares and units that may be offered by us collectively as “securities.”
The total dollar amount of all securities that we may issue under this prospectus will not exceed $50,000,000. The actual price per share
of the shares that we will offer, or per security of the securities that we will offer, pursuant hereto will depend on a number of factors
that may be relevant as of the time of offer.
This prospectus may not be
used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
Ordinary Shares
General
The following are summaries
of material provisions of our articles of association, or Articles, and the Israeli Companies Law 5759-1999, or the Companies Law, insofar
as they relate to the material terms of our Ordinary Shares, and do not purport to be complete.
As of
February 15, 2023, our authorized share capital consists of 75,000,000 Ordinary Shares, no par value per share. As of February 15, 2023,
6,860,090 Ordinary Shares were issued and outstanding. All of our outstanding Ordinary Shares are validly issued, fully paid and non-assessable.
Our Ordinary Shares are not redeemable and do not have any pre-emptive rights.
Registration Number and Purposes of
the Company
Our registration number
with the Israeli Registrar of Companies is 51-358165-2. Our purpose as set forth in our Articles is to engage in any lawful activity.
Liability to further capital calls
Our board of directors may
make, from time to time, such calls as it may deem fit upon shareholders with respect to any sum unpaid with respect to shares held by
such shareholders which is not payable at a fixed time. Such shareholder has to pay the amount of every call so made upon him or her.
Voting Rights
All our Ordinary Shares
have identical voting and other rights in all respects.
Quorum requirements
Pursuant to our Articles,
holders of our Ordinary Shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at
a general meeting. The quorum required for our general meetings of shareholders consists of at least two shareholders, present in person
or by proxy, holding at least fifteen percent (15%) of the voting rights of the Company. A meeting adjourned for lack of a quorum will
be adjourned for one day at the same time and place, or to such other day, time or place if such is stated in the notice of the meeting.
At the reconvened meeting, if a quorum is not present within a half an hour, any number of shareholders present in person or by proxy
will constitute a lawful quorum.
Vote requirements
Our Articles provide that
all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or by our Articles.
Under the Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder and (ii) the terms of
employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s relative (even if
not extraordinary) requires a special majority approval. Certain transactions with respect to remuneration of our office holders and directors
require further approvals as set forth in Companies Law. Another exception to the simple majority vote requirement is a resolution for
the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Companies
Law, which requires the approval of the majority of the shareholders voting their shares, other than abstainees, holding at least 75%
of the voting rights represented at the meeting, in person, by proxy or by voting deed and voting on the resolution.
Dividend and liquidation rights
We may declare a dividend
to be paid to the holders of our Ordinary Shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions
are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles
of association provide otherwise. Our Articles do not require shareholder approval of a dividend distribution and provide that dividend
distributions may be determined by our board of directors.
Pursuant to the Companies
Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according
to our then last reviewed or audited consolidated financial statements, provided that the date of the financial statements is not more
than six months prior to the date of the distribution, or we may distribute dividends that do not meet such criteria only with court approval.
In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there
is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they
become due.
In the event of our liquidation,
after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our Ordinary Shares in proportion to
their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution
rights to the holders of a class of shares with preferential rights that may be authorized in the future.
Exchange controls
There are currently no Israeli
currency control restrictions on remittances of dividends on our Ordinary Shares, proceeds from the sale of the shares or interest or
other payments to non-residents of Israel, except for shareholders who are subjects of certain countries that are, or have been, in a
state of war with Israel.
Election of directors
Under our Articles, our board
of directors must consist of at least three (3) and not more than eight (8) directors, including, if applicable, two external directors
appointed as required under the Companies Law. Other than our external directors (if any), our directors are divided into three classes
with staggered three-year terms. Each class of directors consists, as nearly as possible, of one third of the total number of directors
constituting the entire board of directors. At each annual general meeting of our shareholders, the election or re-election of directors
following the expiration of the term of office of the directors of that class of directors is for a term of office that expires on the
third annual general meeting following such election or re-election, such that at each annual general meeting the term of office of only
one class of directors will expire. Each director, holds office until the annual general meeting of our shareholders for the year in which
his or her term expires and until his or her successor is duly appointed, unless the tenure of such director expires earlier pursuant
to the Companies Law upon the occurrence of certain events or unless removed from office by a vote of the holders of at least 65% of the
total voting power of our shareholders at a general meeting of our shareholders in accordance with our Articles.
Our Articles provide that
directors are appointed by a simple majority vote of holders of our Ordinary Shares, participating and voting at an annual general meeting
of our shareholders. In the event of a contested election, the board of directors may, in its discretion, set the method of calculation
of the votes and the manner in which the resolutions will be presented to our shareholders at the general meeting. In the event that our
board of directors does not or is unable to make a determination on such matter, then the directors will be elected by a plurality of
the voting power represented at the general meeting in person or by proxy and voting on the election of directors.
In addition, if a director’s
office becomes vacant, the remaining serving directors may continue to act in any manner, provided, that the number of the serving directors
shall not be less than three (3). If the number of serving directors is lower than their minimal one, the board of directors shall not
be permitted to act, other than for the purpose of convening a general meeting of the Company’s shareholders for the purpose of
appointing additional directors.
Shareholder meetings
Under the Companies Law, we
are required to hold an annual general meeting of our shareholders once every calendar year that must be held no later than 15 months
after the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred
to in our Articles as special general meetings. Our board of directors may call special general meetings whenever it sees fit, at such
time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors
is required to convene a special meeting upon the written request of (i) any two of our directors or one-quarter of the members of our
board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares
and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.
Under the Companies Law, one
or more shareholders holding at least 1% of the voting rights at the general meeting may request that the board of directors include a
matter in the agenda of a general meeting to be convened in the future, provided, that it is appropriate to discuss such a matter at the
general meeting.
Subject to the provisions
of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are
the shareholders of record the date determined by the board of directors, which must be between 4 and 40 days prior to the date of the
meeting. Furthermore, the Companies Law requires that resolutions regarding the following matters must be passed at a general meeting
of our shareholders:
| ● | amendments to our Articles; |
| ● | appointment or termination of our auditors; |
| ● | appointment of external directors; |
| ● | approval of certain related party transactions; |
| ● | increases or reductions of our authorized share capital; |
| ● | the exercise of our board of directors’ powers by a
general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our
proper management. |
In addition, pursuant to our
Articles, in order to approve any amendment to our Articles, in addition and prior to the approval of a general meeting of shareholders,
the approval of the board of directors with the affirmative vote of at least three-quarters (3/4) of the directors then in office
and entitled to vote thereon is required.
Under our Articles, we are
not required to give notice to our registered shareholders pursuant to the Companies Law, unless otherwise required by law. The Companies
Law requires that a notice of any annual general meeting or special general meeting be provided to shareholders at least 21 days prior
to the meeting and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office
holders or interested or related parties, or an approval of a merger, or as otherwise required under applicable law, notice must be provided
at least 35 days prior to the meeting.
Access to corporate records
Under the Companies Law, shareholders
are provided access to minutes of our general meetings, our shareholders register and principal shareholders register, our Articles, our
financial statements and any document that we are required by law to file publicly with the Israeli Companies Registrar or the Israel
Securities Authority. In addition, shareholders may request to be provided with any document related to an action or transaction requiring
shareholder approval under the related party transaction provisions of the Companies Law. We may deny this request if we believe it has
not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret or patent.
Modification of class rights
Under the Companies Law and
our Articles, the rights attached to any class of shares, such as voting, liquidation and dividend rights, may be amended by adoption
of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance
with the rights attached to such class of shares, as set forth in our Articles.
Acquisitions under Israeli law
Full tender offer
A person wishing to acquire
shares of an Israeli public company and who would as a result hold over 90% of the target company’s issued and outstanding share
capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of
the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli company and who would as a result
hold over 90% of the issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the
shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding shares of that class. If the
shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable
class, and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that
the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted
if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the
applicable class of shares.
Upon a successful completion
of such a full tender offer, any shareholder that was an offeree in such tender offer, whether such shareholder accepted the tender offer
or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender
offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions,
the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli
court as described above.
If a tender offer is not accepted
in accordance with the requirements set forth above, the acquirer may not acquire shares of the company that will increase its holdings
to more than 90% of the company’s issued and outstanding share capital or of the applicable class from shareholders who accepted
the tender offer.
Special tender offer
The Companies Law provides
that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition
the purchaser would become a holder of 25% or more of the voting rights in the company. This requirement does not apply if there is already
another holder of at least 25% of the voting rights in the company. Alternatively, such an acquisition may be approved pursuant to a private
placement approved by the company’s shareholders with the purpose of approving the acquisition of 25% or more, or 45% or more of
the company’s voting rights. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made
by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting
rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject
to certain exceptions.
Merger
The Companies Law permits
merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies
Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote of each class of
its shares voted on the proposed merger at a shareholders meeting. The board of directors of a merging company is required pursuant to
the Companies Law to discuss and determine whether in its opinion there exists a reasonable concern that as a result of a proposed merger,
the surviving company will not be able to satisfy its obligations towards its creditors, such determination taking into account the financial
status of the merging companies. If the board of directors has determined that such a concern exists, it may not approve a proposed merger.
For purposes of the shareholder
vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of the shares represented at the
shareholders meeting that are held by parties other than the other party to the merger, or by any person (or group of persons acting in
concert) who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint 25% or more of the directors
of the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder
or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority
approval that governs all extraordinary transactions with controlling shareholders
If the transaction would have been approved by
the shareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain shareholders
as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company,
if the court holds that the merger is fair and reasonable, taking into account the value to the parties to the merger and the consideration
offered to the shareholders of the company.
Upon the request of a creditor
of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern
that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further
give instructions to secure the rights of creditors.
In addition, a merger may
not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each
party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders
of each party.
Significant Transactions
Under our Articles, the affirmative
vote of at least three-quarters (3/4) of the then serving directors is required in order to approve certain transactions which may
have a significant effect on the Company’s structure, assets or business, including mergers acquisitions, consolidations and issuance
of equity securities or debt securities convertible into equity in each case that would reasonably be expected to result in change of
beneficial ownership of above than fifteen percent (15%) in the Company, material changes to the principal business of the Company and
any resolution to transfer the headquarters of the Company outside of Israel.
Business Combinations
Our Articles restrict certain
business transactions with any shareholder and/or its affiliates and/or investors for a period of three years following (i) with
respect to any shareholder of the Company holding fifteen percent (15%) or more of the voting power of the Ordinary Shares as of September
15, 2022 (the effective date of the amended and restated Articles), and (ii) with respect to all shareholders of the Company, each
time as such shareholder and/or any of its affiliates and/or investors become(s) (other than due to a buyback, redemption or cancellation
of shares by the Company) the holder(s) (beneficially or of record) of fifteen percent (15%) or more of the issued and outstanding
voting power of the ordinary shares. The restricted business transactions include mergers, consolidations and dispositions of assets with
an aggregate market value equal to 10% or more of the Company’s assets or outstanding shares.
Borrowing powers
Pursuant to the Companies
Law and our Articles, our board of directors may exercise all powers and take all actions that are not required under law or under our
Articles to be exercised or taken by a certain organ of the Company, including the power to borrow money for company purposes.
Changes in capital
Our Articles enable us to
increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approved by a resolution
duly adopted by our shareholders at a general meeting. In addition, transactions that have the effect of reducing capital, such as the
declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both our board
of directors and an Israeli court.
Transfer agent and registrar
Our transfer agent is and
registrar is Computershare Inc. Its address is 480 Washington Boulevard, Jersey City, New Jersey 07310 and its telephone number is (201)
680-4000.
Warrants
We may issue warrants independently
or together with any other securities offered by any prospectus supplement and the warrants may be attached to or separate from those
securities. We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement or other evidence.
Any series of warrants may be issued under a separate warrant agreement, which may be entered into between us and a warrant agent specified
in an applicable prospectus supplement relating to a particular series of warrants. Any such warrant agent will act solely as our agent
in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust with any of the holders
of the warrants. We may also choose to act as our own warrant agent. We will set forth further terms of the warrants and any applicable
warrant agreements in the applicable prospectus supplement relating to the issuance of any warrants, including, where applicable, the
following:
| ● | the title of the warrants; |
| ● | the aggregate number of the warrants; |
| ● | exchange distributions and/or secondary distributions; |
| ● | the number of securities purchasable upon exercise of the
warrants; |
| ● | the designation and terms of the securities, if any, with
which the warrants are issued, and the number of the warrants issued with each such offered security; |
| ● | the date, if any, on and after which the warrants and the
related securities will be separately transferable; |
| ● | the price at which, and form of consideration for which, each
security purchasable upon exercise of the warrants may be purchased; |
| ● | the date on which the right to exercise the warrants will
commence and the date on which the right will expire; |
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if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
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the manner in which the warrants may be exercised, which may include by cashless exercise; |
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the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; |
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the terms of any rights to redeem or call the warrants; |
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any provisions for changes to or adjustments in the exercise price or number of Ordinary Shares issuable upon exercise of the warrants; |
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information with respect to book-entry procedures, if any; |
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if applicable, a discussion of the material Israeli and U.S. income tax considerations applicable to the issuance or exercise of such warrants; |
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the anti-dilution and adjustment of share capital provisions of the warrants, if any; |
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the minimum or maximum amount of the warrants which may be exercised at any one time; |
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any circumstances that will cause the warrants to be deemed to be automatically exercised; and |
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any other material terms of the warrants. |
Units
We may issue units comprised of one or more of
the other securities that may be offered under this prospectus, in any combination. As specified in the applicable prospectus supplement,
we may issue units consisting of our Ordinary Shares, warrants or any combination of such securities. Each unit will be issued so that
the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the
unit may not be held or transferred separately at any time, or at any time before a specified date. The applicable prospectus supplement
will describe:
| ● | the terms of the units and of the Ordinary Shares and/or warrants comprising the units, including whether and under what circumstances
the securities comprising the units may be traded separately; |
| ● | a description of the terms of any unit agreement governing the units or any arrangement with an agent that may act on our behalf in
connection with the unit offering; |
| ● | a description of the provisions for the payment, settlement, transfer or exchange of the units; and |
| ● | any material provisions of the governing unit agreement that differ from those described above. |
The description in the applicable
prospectus supplement of any warrants or units we offer will not necessarily be complete and will be qualified in its entirety by reference
to the applicable warrant or unit agreement, which will be filed with the SEC if we offer units. For more information on how you can obtain
copies of the applicable warrant or unit agreement if we offer units, see “Where You Can Find Additional Information.”
PLAN OF DISTRIBUTION
We may sell the securities
being offered hereby in one or more of the following methods from time to time:
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through agents to the public or to investors; |
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to one or more underwriters for resale to the public or to investors; |
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to the extent we are eligible, in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise; |
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directly to investors in privately negotiated transactions; |
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directly to a purchaser pursuant to what is known as an “equity line of credit” as described below; or |
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through a combination of these methods of sale. |
The securities that we distribute
by any of these methods may be sold, in one or more transactions, at:
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a fixed price or prices, which may be changed; |
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market prices prevailing at the time of sale; |
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prices related to prevailing market prices; |
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upon the exercise of warrants; or |
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negotiated prices. |
The accompanying prospectus
supplement will describe the terms of the offering of our securities, including:
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the name or names of any agents or underwriters; |
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any securities exchange or market on which the Ordinary Shares may be listed; |
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the purchase price and commission, if any, to be paid in connection with the sale of the securities being offered and the proceeds we will receive from the sale; |
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the purchase price of the securities being offered and the proceeds we will receive from the sale; |
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any options pursuant to which underwriters may purchase additional securities from us; |
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any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
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any public offering price; and |
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any discounts or concessions allowed or reallowed or paid to dealers. |
If underwriters are used in
the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We
may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without
a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities offered by the prospectus
supplement. We may change from time to time the public offering price and any discounts or concessions allowed or reallowed or paid to
dealers.
If we use a dealer in the
sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of
resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.
We may sell the securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and
we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise,
any agent will act on a best-efforts basis for the period of its appointment.
We may also sell securities
pursuant to an “equity line of credit”. In such event, we will enter into a purchase agreement with the purchaser to be named
therein, which will be described in a Report of Foreign Private Issuer on Form 6-K that we will file with the SEC. In that Form 6-K, we
will describe the total amount of securities that we may require the purchaser to purchase under the purchase agreement and the other
terms of purchase, and any rights that the purchaser is granted to purchase securities from us. In addition to our issuance of securities
to the equity line purchaser pursuant to the purchase agreement, this prospectus (and the applicable prospectus supplement or post-effective
amendment to the registration statement of which this prospectus forms a part) also covers the resale of those shares from time to time
by the equity line purchaser to the public. The equity line purchaser will be considered an “underwriter” within the meaning
of Section 2(a)(11) of the Securities Act. Its resales may be effected through a number of methods, including without limitation, ordinary
brokerage transactions and transactions in which the broker solicits purchasers and block trades in which the broker or dealer so engaged
will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction.
The equity line purchaser will be bound by various anti-manipulation rules of the SEC and may not, for example, engage in any stabilization
activity in connection with its resales of our securities and may not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the Exchange Act.
We may provide underwriters
and agents with indemnification against civil liabilities related to offerings pursuant to this prospectus, including liabilities under
the Securities Act, or contribution with respect to payments that the underwriters or agents may make with respect to these liabilities.
Underwriters and agents may engage in transactions with, or perform services for, us in the ordinary course of business. We will describe
such relationships in the prospectus supplement naming the underwriter or agent and the nature of any such relationship.
Rules of the SEC may limit
the ability of any underwriters to bid for or purchase securities before the distribution of the securities is completed. However, underwriters
may engage in the following activities in accordance with the rules:
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Stabilizing transactions — Underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum. |
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Options to purchase additional stock and syndicate covering transactions — Underwriters may sell more securities than the number of shares that they have committed to purchase in any underwritten offering. This creates a short position for the underwriters. This short position may involve either “covered” short sales or “naked” short sales. Covered short sales are short sales made in an amount not greater than the underwriters’ option to purchase additional shares in any underwritten offering. The underwriters may close out any covered short position either by exercising their option or by purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market, as compared to the price at which they may purchase shares through their option. Naked short sales are short sales in excess of the option. The underwriters must close out any naked position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely affect investors who purchase shares in the offering. |
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Penalty bids — If underwriters purchase shares in the open market in a stabilizing transaction or syndicate covering transaction, they may reclaim a selling concession from other underwriters and selling group members who sold those shares as part of the offering. |
Similar to other purchase
transactions, an underwriter’s purchases to cover the syndicate short sales or to stabilize the market price of our securities may
have the effect of raising or maintaining the market price of our securities or preventing or mitigating a decline in the market price
of our securities. As a result, the price of our securities may be higher than the price that might otherwise exist in the open market.
The imposition of a penalty bid might also have an effect on the price of shares if it discourages resales of the shares.
If commenced, the underwriters
may discontinue any of these activities at any time.
Our Ordinary Shares are traded
on Nasdaq. One or more underwriters may make a market in our Ordinary Shares, but the underwriters will not be obligated to do so and
may discontinue market making at any time without notice. We cannot give any assurance as to liquidity of the trading market for our Ordinary
Shares.
Any underwriters who are qualified
market makers on Nasdaq may engage in passive market making transactions in that market in the Ordinary Shares in accordance with Rule 103 of Regulation
M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the Ordinary Shares. Passive
market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a
passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent
bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain
purchase limits are exceeded.
LEGAL
MATTERS
Certain U.S. legal matters
concerning the issuance of the securities offered by this prospectus were and will be passed upon for us by Sullivan & Worcester
LLP, New York, New York. Certain Israeli legal matters with respect to the legality of the issuance of the securities offered by this
prospectus were and will be passed upon for us by Meitar | Law Offices, Ramat Gan, Israel.
EXPERTS
The consolidated financial
statements of SciSparc Ltd. appearing in our 2021 Annual Report for the year ended December 31, 2021 have been audited by Kost Forer Gabbay
& Kasierer, a member firm of Ernst & Young Global, an independent registered public accounting firm, as set forth in their
report thereon, included therein. Such consolidated financial statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
EXPENSES
We
are paying all of the expenses of the registration of our securities under the Securities Act, including, to the extent applicable, registration
and filing fees, printing fees and expenses, accounting fees and the legal fees of our counsel. We estimate these expenses to be approximately
$34,510 which at the present time include the following categories of expenses:
| Registration fee | |
$ | 5,510 | |
| Printer fees and expenses | |
$ | 5,000 | |
| Legal fees and expenses | |
$ | 15,000 | |
| Accounting fees and expenses | |
$ | 7,500 | |
| Miscellaneous | |
$ | 1,500 | |
| Total | |
$ | 34,510 | |
In addition, we anticipate
incurring additional expenses in the future in connection with the offering of our securities pursuant to this prospectus. Any such additional
expenses will be disclosed in a prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be part of this prospectus and information we file later with
the SEC will automatically update and supersede this information. The information incorporated by reference is considered to be part of
this prospectus and information we file later with the SEC will automatically update and supersede this information. The documents we
are incorporating by reference as of their respective dates of filing are:
| ● | our Annual Report on Form 20-F for the year ended December 31, 2021, filed on April 28, 2022; |
| ● | our Reports of Foreign Private Issuer on Form 6-K filed on: March
17, 2022 (first and second paragraphs and the section titled “Forward-Looking Statements” of Exhibit 99.1 only); May
11, 2022; May 24,
2022; May 26, 2022
(first, third, fourth and fifth paragraphs and the section titled “Forward-Looking Statements” of Exhibit 99.1 only); May
27, 2022; June 1,
2022; June 2, 2022
(first and second paragraphs and the section titled “Forward-Looking Statements” of Exhibit 99.1 only); June
9, 2022 (first, second and third paragraphs and the section titled “Forward-Looking Statements” of Exhibit 99.1
only); June 24, 2022
(first, second, third and sixth paragraphs and the section titled “Forward-Looking Statements” of Exhibit 99.1 only); June
29, 2022 (first, second, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” of Exhibit
99.1 only); July 1, 2022; July
7, 2022; July 7,
2022; August 8, 2022 (first, second, seventh and eighth paragraphs and the section titled “Forward-Looking
Statements” of Exhibit 99.1 only); August
11, 2022; August 12,
2022 (first paragraph and the section titled “Forward-Looking Statements” of Exhibit 99.1 only); August
16, 2022 (first, second, third, fourth, sixth and seventh paragraphs and the section titled “Forward-Looking
Statements” of Exhibit 99.1 only); August
19, 2022; August 25,
2022 (first, second, fourth, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” of
Exhibit 99.1 only); September
16, 2022; September 30,
2022 (with respect to: (i) Exhibit 99.1, the first, second, third, sixth, seventh, eighth and ninth paragraphs and the section
titled “Forward-Looking Statements” only; and (ii) Exhibit 99.6, the first and second paragraphs and the section titled
“Forward-Looking Statements” only)); October
12, 2022; November 1,
2022 (with respect to: (i) Exhibit 99.1, the first and second paragraphs and the section titled “Forward-Looking
Statements” only; and (ii) Exhibit 99.2, the first and second paragraphs and the section titled “Forward-Looking
Statements” only); November
8, 2022; November 16,
2022; November 29,
2022; December 7, 2022
(first, second and third paragraphs and the section titled “Forward-Looking Statements” of Exhibit 99.1 only); December
14, 2022; December
29, 2022; January 9,
2023 (first, second, fourth, fifth and sixth paragraphs and the section titled “Forward-Looking Statements” of
Exhibit 99.1 only); January
18, 2023; January 23,
2023; January 25, 2023;
February 15, 2023 (first, second and third paragraphs and the section titled “Forward-Looking Statements” of Exhibit
99.1 only); and February 16, 2023; and |
| ● | the description of our securities contained in our Form 8-A filed on December 20, 2021 (File No. 001-38041),
including as amended by Exhibit 1.1 to our Annual Report on Form 20-F filed on April 28, 2022 and any further amendment or report filed
for the purpose of updating such description. |
All subsequent annual reports
filed by us pursuant to the Exchange Act on Form 20-F prior to the termination of the offering shall be deemed to be incorporated by reference
to this prospectus and to be a part hereof from the date of filing of such documents. We may also incorporate part or all of any Form
6-K subsequently submitted by us to the SEC prior to the termination of the offering by identifying in such Forms 6-K that they, or certain
parts of their contents, are being incorporated by reference herein, and any Forms 6-K so identified shall be deemed to be incorporated
by reference in this prospectus and to be a part hereof from the date of submission of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
We will provide you without
charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits
to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests
to us at: SciSparc Ltd., 20 Raul Wallenberg Street, Tower A, Tel Aviv, 6971916 Israel. Attention: Oz Adler, Chief Executive Officer and
Chief Financial Officer, telephone number: (+972) (3) 610-3100.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of
a registration statement on Form F-3 filed by us with the SEC under the Securities Act. As permitted by the rules and regulations of the
SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits thereto filed with
the SEC. For further information with respect to us and the securities offered hereby, you should refer to the complete registration statement
on Form F-3, which may be obtained from the locations described above. Statements contained in this prospectus or in any prospectus supplement
about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as
an exhibit to the registration statement or any other document incorporated by reference in the registration statement, you should read
the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document
is qualified in its entirety by reference to the actual document.
We are subject to the informational
requirements of the Exchange Act applicable to foreign private issuers. As a “foreign private issuer,” we are exempt from
the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations, and our officers,
directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required to file annual, quarterly and current reports and financial statements
with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we will file
with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form
20-F containing financial statements audited by an independent registered public accounting firm, and may furnish to the SEC, on Form
6-K, unaudited interim financial information.
You can review our SEC filings
and the registration statements by accessing the SEC’s internet site at http://www.sec.gov. We maintain a corporate website at http://www.scisparc.com.
Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included
our website address in this prospectus solely as an inactive textual reference.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under
the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in the registration
statements of which this prospectus forms a part, a substantial majority of whom reside outside of the United States, may be difficult
to obtain within the United States. Furthermore, because substantially all of our assets and a substantial of our directors and officers
are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may
not be collectible within the United States.
We have been informed by our
legal counsel in Israel, Meitar | Law Offices, that it may be difficult to assert U.S. securities law claims in original actions instituted
in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning Israel is not the
most appropriate forum to bring such a claim. In Israeli courts, the content of applicable U.S. law must be proved as a fact which can
be a time-consuming and costly process and certain matters of procedure will also be governed by Israeli law.
Subject to specified time
limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is
non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including
a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment; |
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the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and |
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the judgment is executory in the state in which it was given. |
Even if these conditions are met, an Israeli court will not declare
a foreign civil judgment enforceable if:
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the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases); |
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the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel; |
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the judgment was obtained by fraud; |
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the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court; |
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the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel; |
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the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or |
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at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel. |
If a foreign judgment is enforced
by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred
out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli
court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment,
but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated
in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli
regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Under the Companies Law, a
company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office
holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty
of care but only if a provision authorizing such exculpation is included in its articles of association. Our articles of association contain
such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend or distribution
to shareholders.
An Israeli company may indemnify
an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance
of an event or following an event provided a provision authorizing such indemnification is contained in its articles of association:
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a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; |
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reasonable litigation expenses, including legal fees, incurred by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (b) in connection with a monetary sanction; |
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reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court (i) in proceedings instituted against him or her by the company, on its behalf or by a third party, or (ii) in connection with criminal proceedings in which the office holder was acquitted, or (iii) as a result of a conviction for a crime that does not require proof of criminal intent; and |
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expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law. |
An Israeli company may insure
an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the
company’s articles of association:
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● |
a breach of the duty of loyalty to the company,
to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
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a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder; |
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a financial liability imposed on the office holder
in favor of a third party;
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a financial liability imposed on the office holder in favor of a third party harmed by a breach in an administrative proceeding; and |
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expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law. |
An Israeli company may not
indemnify or insure an office holder against any of the following:
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● |
a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
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a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
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an act or omission committed with intent to derive illegal personal benefit; or |
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a fine, monetary sanction or forfeit levied against the office holder. |
Under the Israeli Companies
Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee, the board of directors
(and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the
Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee,
if the engagement terms are determined in accordance with the company’s compensation policy and that policy was approved by the
shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms
and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.
Our articles of association
allow us to exculpate, indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including
any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’
liability insurance policy.
We have entered into agreements
with each of our directors and executive officers exculpating them in advance from liability to us for damages caused to us as a result
of a breach of duty of care, and undertaking to indemnify them. This exculpation and indemnification is limited both in terms of amount
and coverage and it covers certain amounts regarding administrative proceedings insurable or indemnifiable under the Companies Law and
our articles of association.
In the opinion of the SEC,
however, indemnification of directors and office holders for liabilities arising under the Securities Act, is against public policy and
therefore unenforceable.
There is no pending litigation
or proceeding against any of our office holders as to which indemnification is being sought, nor are we aware of any pending or threatened
litigation that may result in claims for indemnification by any office holder.
Item 9. Exhibits
| ** |
To be filed, if applicable, by post-effective amendment or incorporated by reference in connection with the offering of any securities, as appropriate. |
Item 10. Undertakings
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement. |
| (iii) | To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement; |
provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and a(l)(iii) do not apply if the registration statement is on Form S-3 or Form F-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective
amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed
offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need
not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at
least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on
Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of
the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
(5) That, for the purpose
of determining liability under the Securities Act to any purchaser:
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(i) |
If the Registrant is relying on Rule 430B: |
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A. |
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
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B. |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
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(ii) |
If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(6) That, for the purpose
of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes
that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to
such purchaser:
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(i) |
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
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(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
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(iv) |
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.
(d) The undersigned registrant hereby undertakes
that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunder duly authorized,
in the city of Tel Aviv, State of Israel, on February 16, 2023.
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SCISPARC LTD. |
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By: |
/s/ Oz Adler |
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Oz Adler |
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Chief Executive Officer |
POWER OF ATTORNEY
We, the undersigned directors
and/or officers of SciSparc Ltd. hereby constitute and appoint Oz Adler with full power of substitution to sign for us and in our names
in the capacities indicated below the registration statement on Form F-3 filed herewith, and any and all pre-effective and post-effective
amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, as amended,
in connection with the said registration under the Securities Act, as amended, and to file or cause to be filed the same, with all exhibits
thereto and other documents in connection therewith, with the SEC, granting unto said attorney full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might
or could do in person, and hereby ratifying and confirming all that said attorney shall do or cause to be done by virtue of this Power
of Attorney.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
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| /s/ Oz Adler |
|
Chief Executive Officer and Chief Financial Officer |
|
February 16, 2023 |
| Oz Adler |
|
(Principal Executive Officer and Principal Accounting Officer) |
|
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| /s/ Amitay Weiss |
|
Chairman of the Board of Directors |
|
February 16, 2023 |
| Amitay Weiss |
|
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| /s/ Amnon Ben Shay |
|
Director |
|
February 16, 2023 |
| Amnon Ben Shay |
|
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| /s/ Alon Dayan |
|
Director |
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February 16, 2023 |
| Alon Dayan |
|
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| /s/ Moshe Revach |
|
Director |
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February 16, 2023 |
| Moshe Revach |
|
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| /s/ Itschak Shrem |
|
Director |
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February 16, 2023 |
| Itschak Shrem |
|
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| /s/ Liat Sidi |
|
Director |
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February 16, 2023 |
| Liat Sidi |
|
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| /s/ Lior Vider |
|
Director |
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February 16, 2023 |
| Lior Vider |
|
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|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of SciSparc
Ltd., has signed this registration statement on February 16, 2023.
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Puglisi & Associates |
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|
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
II-7
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