6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November 2024

Commission file number: 001-38041

SCISPARC LTD.

(Translation of registrant’s name into English)

20 Raul Wallenberg Street, Tower A,

Tel Aviv 6971916 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒       Form 40-F ☐

CONTENTS 

This Report of Foreign Private Issuer on Form 6-K consists of: (i) SciSparc Ltd.’s (the “Registrant”) Unaudited Consolidated Interim Financial Statements as of June 30, 2024, which is attached hereto as Exhibit 99.1; and (ii) the Registrant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024, which is attached hereto as Exhibit 99.2.

This Report of Foreign Private Issuer on Form 6-K is incorporated by reference into the Registrant’s registration statements on Form F-3 (File Nos. 333-269839, 333-266047, 333-233417, 333-248670, 333-255408 and 333-275305) and on Form S-8 (File Nos. 333-225773 and 333-278437) filed with the Securities and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.
99.1	SciSparc Ltd.’s Unaudited Consolidated Interim Financial Statements as of June 30, 2024.
99.2	SciSparc Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2024.
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SciSparc Ltd.
Date: November 4, 2024	By:	/s/ Oz Adler
	Name:	Oz Adler
	Title:	Chief Executive Officer and Chief Financial Officer

2

EX-99.1

Exhibit 99.1

SCISPARC LTD.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2024

UNAUDITED

INDEX 

	Page
Consolidated Statements of Financial Position	2-3
Consolidated Statements of Profit or Loss and Other Comprehensive Loss	4
Consolidated Statements of Changes in Equity (Deficit)	5-7
Consolidated Statements of Cash Flows	8-10
Notes to Interim Consolidated Financial Statements	11-23

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

		June 30,				December 31,
		2024		2023		2023
		Unaudited				Audited
	Note	USD in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	252	$	2,081	$	2,076
Restricted deposit			64		44		65
Short-term deposit			2,308		-		3,000
Trade receivables			19		43		22
Other accounts receivable			298		815		540
Inventory			415		660		742
			3,356		3,643		6,445
NON-CURRENT ASSETS:
Intangible asset, net	4		3,006		4,474		3,189
Related parties	5,6		2,448		-		-
Investment in company account for at equity	3		1,196		893		781
Investments in financial assets	5		403		849		659
Property and equipment, net			73		33		108
			7,126		6,249		4,737
		$	10,482	$	9,892	$	11,182

The accompanying notes are an integral part of the interim consolidated financial statements.

2

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

		June 30,						December 31,
		2024			2023			2023
		Unaudited						Audited
	Note	USD in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables		$	1,164		$	1,247		$	802
Other accounts payable			253			153			185
Warrants	8		345			1,714			532
Lease liability			38			-			52
			1,800			3,114			1,571
NON-LIABILITIES
Lease liability			26			-			24
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:	9
Share capital and premium			67,258			58,898			64,526
Reserve from share-based payment transactions			5,298			5,248			5,282
Warrants			5,190			5,190			5,190
Foreign currency translation reserve			497			497			497
Transactions with non-controlling interests			810			712			810
Accumulated deficit			(72,133	)		(66,449	)		(68,691	)
			6,920			4,096			7,614
Non-controlling interests			1,736			2,682			1,973
Total equity		$	8,656		$	6,778		$	9,587
Total liabilities and equity		$	10,482		$	9,892		$	11,182

The accompanying notes are an integral part of the interim consolidated financial statements.

3

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

		Six months ended June 30,						Year Ended December 31,
		2024			2023			2023
		Unaudited						Audited
	Note	USD in thousands, except per share amounts
Revenues		$	840		$	1,972		$	2,879
Cost of goods sold			(366	)		(508	)		(683	)
Gross profit			474			1,464			2,196
Research and development expenses	10a		841			781			1,641
Sales and marketing			528			729			1,297
Impairment of intangible asset			-			-			1,042
General and administrative expenses	11b		2,632			2,921			5,031
Operating loss			3,527			2,967			6,815
Company’s share of losses of companies accounted for at equity, net			208			99			210
Finance income			(323	)		(1,024	)		(2,219	)
Finance expenses			272			877			1,055
Loss before income taxes			3,684			2,919			5,861
Taxes on income			(5	)		13			22
Total comprehensive loss			3,679			2,932			5,883
Attributable to:
Equity holders of the Company			3,442			2,880			5,122
Non-controlling interests			237			52			761
			3,679			2,932			5,883
Basic loss per share attributable to equity holders of the Company:
Loss from operations			1.70			10.85	(*)		14.43
Diluted loss per share attributable to equity holders of the Company:
Loss from operations			1.70			10.85	(*)		14.43

(*) Loss per share retroactively adjusted in these consolidated statements of comprehensive loss to reflect “Reverse Share Split”. See Note 9.

The accompanying notes are an integral part of the interim consolidated financial statements.

4

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the six months ended June 30, 2024

	Attributable to equity holders of the Company
	Share capital and premium		Reserve from share-based payment transactions		Warrants		Transactions with non- controlling interests		Foreign currency translation reserve		Accumulated deficit			Total			Non- controlling interests			Total equity
	USD in thousands
Balance at January 1, 2024	$	64,526		5,282		5,190		810		497		(68,691	)		7,614			1,973			9,587
Income (loss)		-		-		-		-		-		(3,442	)		(3,442	)		(237	)		(3,679	)
Issuance of shares, net of issuance expenses		2,722		-		-		-		-		-			2,722			-			2,722
Cost of share-based payment		10		16		-		-		-		-			26			-			26
Balance at June 30, 2024	$	67,258		5,298		5,190		810		497		(72,133	)		6,920			1,736			8,656

The accompanying notes are an integral part of the interim consolidated financial statements.

5

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

For the six months ended June 30, 2023

	Attributable to equity holders of the Company
	Share capital and premium			Reserve from share-based payment transactions		Warrants		Transactions with non- controlling interests		Foreign currency translation reserve		Accumulated deficit			Total			Non- controlling interests			Total equity
	USD in thousands
Balance at January 1, 2023	$	58,592			5,180		5,190		559		497		(63,569	)		6,449			-			6,449
Income (loss)		-			-		-		-		-		(2,880	)		(2,880	)		(52	)		(2,932	)
Issuance of share capital in respect of investment in affiliate		288			-		-		-		-		-			288			-			288
Sale of minority interest in subsidiary		-			-		-		153		-		-			153			2,734			2,887
Issuance of shares, net of issuance expenses		(45	)		-		-		-		-		-			(45	)		-			(45	)
Cost of share-based payment		63			68		-		-		-		-			131			-			131
Balance at June 30, 2023	$	58,898			5,248		5,190		712		497		(66,449	)		4,096			2,682			6,778

The accompanying notes are an integral part of the interim consolidated financial statements.

6

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the year ended December 31, 2023

	Attributable to equity holders of the Company
	Share capital and premium		Reserve from share-based payment transactions		Warrants		Transactions with non- controlling interests		Foreign currency translation reserve		Accumulated deficit			Total			Non- controlling interests			Total equity
	USD in thousands
Balance at January 1, 2023	$	58,592		5,180		5,190		559		497		(63,569	)		6,449			-			6,449
Income (loss)		-		-		-		-		-		(5,122	)		(5,122	)		(761	)		(5,883	)
Sales of minority interest in subsidiary		-		-		-		251		-		-			251			2,734			2,985
Issuance of share capital in respect of investment in affiliate		288		-		-		-		-		-			288			-			288
Issuance of share capital, net of issuance expenses		5,552		-		-		-		-		-			5,552			-			5,552
Cost of share-based payment		94		102		-		-		-		-			196			-			196
Balance at December 31, 2023	$	64,526		5,282		5,190		810		497		(68,691	)		7,614			1,973			9,587

The accompanying notes are an integral part of the interim consolidated financial statements.

7

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,						Year Ended December 31,
	2024			2023			2023
	Unaudited						Audited
	USD in thousands
Cash flows from operating activities:
Loss	$	(3,679	)	$	(2,932	)	$	(5,883	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to the profit or loss items:
Depreciation and amortization		219			267			538
Loss on impairment of intangible asset		-			-			1,042
Cost of share-based payment		26			131			196
Finance expenses, net		(206	)		(1,023	)		(2,205	)
Group’s share of losses of company accounted for at equity, net		185			98			210
Losses from remeasurement of investment in financial assets		256			855			1,048
		480			328			829
Working capital adjustments:
Decrease (increase) in other accounts receivable		242			(684	)		(409	)
Increase (decrease) in trade payables		362			48			(397	)
Increase (decrease) in other accounts payable		68			(40	)		(8	)
Decrease (increase) in trade receivables		3			39			55
Decrease (increase) in inventory		327			8			(74	)
		1,002			(629	)		(833	)
Net cash used in operating activities	$	(2,197	)	$	(3,233	)	$	(5,887	)

The accompanying notes are an integral part of the interim consolidated financial statements.

8

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,						Year Ended December 31,
	2024			2023			2023
	Unaudited						Audited
	USD in thousands
Cash flows from investing activities:
Investment (withdrawal) in restricted bank deposits	$	1		$	16		$	(5	)
Investment (withdrawal) in short-term bank deposits		692			-			(3,000	)
Purchase of property and equipment		(1	)		-			-
Investment in a company accounted for at equity		(600	)		(400	)		(400	)
Investments in financial assets		-			-			(689	)
Purchase of financial assets at fair value through profit or loss		-			(687	)		-
Net cash provided by investing activities		92			(1,071	)		(4,094	)
Cash flows from financing activities:
Proceeds from issuance of share capital and warrants (net of issuance expenses)		2,722			(50	)		5,552
Repayment of lease liability		(41	)		(26	)		(47	)
Interest paid on lease liability		-			-			(7	)
Proceeds from issuance of shares to minority interests in a subsidiary		-			2,887			2985	(*)
Loans to related parties		(2,400	)		-			-
Net cash provided by financing activities		281			2,811			8,483
Increase (decrease) in cash and cash equivalents		(1,824	)		(1,493	)		(1,498	)
Cash and cash equivalents at the beginning of the period		2,076			3,574			3,574
Cash and cash equivalents at the end of the period	$	252		$	2,081		$	2,076

(*) Reclassified

The accompanying notes are an integral part of the interim consolidated financial statements.

9

SCISPARC LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30,				Year Ended December 31,
	2024		2023		2023
	Unaudited				Audited
	USD in thousands
(a) Significant non-cash transactions:
Mutual share exchange of ordinary shares (see note 10)	$	-	$	288	$	288
Right-of-use asset recognized with corresponding lease liability	$	-	$	-	$	102

The accompanying notes are an integral part of the interim consolidated financial statements.

10

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 1:- GENERAL

a. SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.) (“SciSparc” or the “Company” or the “Group”), a specialty clinical-stage pharmaceutical company, was incorporated in Israel and commenced its operations on August 23, 2004. Until March 2014, SciSparc and its subsidiaries at the time were mainly engaged in developing several innovative immunotherapy products and SciSparc’s own patents in the immunotherapy field. In August 2015, the Company decided to adopt a different business strategy and began focusing on developing a portfolio of approved drugs based on cannabinoid molecules. With this focus, the Company is currently engaged in development programs based on Δ9-tetrahydrocannabinol (“THC”) and/or non-psychoactive cannabidiol for the treatment of Tourette syndrome, Alzheimer’s disease and agitation, autism spectrum disorder and Status Epilepticus. The headquarters of the Company are located in Tel Aviv, Israel. 

The Company’s ordinary shares are listed on Nasdaq and are trading under the symbol “SPRC”.

As of June 30, 2024, the Company had three private subsidiaries, including an inactive company incorporated under the laws of Israel: Evero Health Ltd (“Evero”); an inactive company incorporated under the laws of Israel: Brain Bright Ltd (“Brain Bright”); and a company incorporated under the laws of the State of Delaware: SciSparc Nutraceuticals Inc. (“SciSparc Nutraceuticals”) (together with Evero and Brain Bright, the “Subsidiaries”).

On September 14, 2023, the Company’s board of directors (the “Board”) resolved that the final ratio for the Third Reverse Split (as defined below) will be 26:1, which became effective on September 28, 2023. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these interim consolidated financial statements for all periods presented. 

b. These interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023, and accompanying notes, that were approved on March 31, 2024, and signed on April 1, 2024 (the “2023 Annual Consolidated Financial Statements”).

11

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 1:- GENERAL (cont.) 

c. The Company incurred a net loss of $3,679 and had negative cash flows from operating activities of $2,197 for the six-month period ended June 30, 2024. As of June 30, 2024, the Company had an accumulated deficit of $72,133 as a result of recurring operating losses. As of June 30, 2024, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the consolidated financial statements. The Company’s pharmaceuticals operations are dependent on its ability to raise additional funds from existing and/or new investors. This dependency will continue until the Group is able to completely finance its operations by generating revenue from its pharmaceutical products. These above-mentioned factors raise substantial doubt about the Group’s ability to continue as a going concern.   The Company intends to finance operating costs over the next twelve months through a combination of actions that may include existing cash on hand and issuing equity and/or debt securities.   The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.   The interim consolidated financial statements for the period ended June 30, 2024, do not include any adjustments to the carrying amounts and classifications of assets and liabilities that might result should the Group be unable to continue as a going concern.

d. The interim consolidated financial statements of the Company for the six-month period ended on June 30, 2024, were approved for issuance on October 22, 2024 (the “Approval Date”). In connection with the preparation of the interim consolidated financial statements and in accordance with authoritative guidance for subsequent events, the Company evaluated subsequent events after the consolidated statements of financial position date of June 30, 2024, through November 4, 2024, the date on which the unaudited interim consolidated financial statements were available to be issued.

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The significant accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2023 Annual Consolidated Financial Statements. Accordingly, these condensed consolidated financial statements should be read in conjunction with the 2023 Annual Consolidated Financial Statements. The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the six-month period ended June 30, 2024, are not necessarily indicative of the results for the year ending December 31, 2024, or for any future period.

As of June 30, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 Annual Consolidated Financial Statements. 

12

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 3:- INVESTMENT IN ASSOCIATE

On March 10, 2022, the Company entered into a Founders and Investment Agreement with Dr. Alon Silberman, or the MitoCareX Agreement. Pursuant to the MitoCareX Agreement, the Company invested an initial amount of $700, and agreed to invest over the next two years, an additional $1,000, subject to the achievement of certain pre-determined milestones as agreed upon in the MitoCareX Agreement, for up to a 50.01% ownership in MitoCareX Bio Ltd. (“MitoCareX”). MitoCareX is focused on the discovery and development of potential drugs for cancers and other life-threatening conditions. The MitoCareX Agreement also contains customary representations, warranties, covenants, and indemnification provisions. On March 31, 2022, the closing conditions were met, and the Company paid the initial investment amount of $700 to MitoCareX. As of December 31, 2022, the Company owned 31.48% of the outstanding shares of MitoCareX.

On February 17, 2023, MitoCareX achieved its first milestone pursuant to the MitoCareX Agreement. As a result of MitoCareX meeting this milestone, the Company invested an additional sum of $400 in MitoCareX and increased its share ownership in MitoCareX from 31.48% to 41.92%.

On November 25, 2023, MitoCareX achieved its second milestone pursuant to the MitoCareX Agreement. As a result of MitoCareX meeting this milestone, the Company invested an additional sum of $600 in MitoCareX and increased its share ownership in MitoCareX from 41.92% to 52.73%. Notwithstanding the above, the Company and MitoCareX agreed for the additional $600 installment to be deferred to March 25, 2024, and the $600 installment was paid March 11, 2024.

During the six months ended June 30, 2024, and 2023, the Company recorded equity losses from the investment in MitoCareX in the amount of $185 and $98, respectively.

The table below summarizes the fair value of the investment in MitoCareX:

Balance at January 1, 2023	$	591
Investment following achievement of first milestone		400
Equity losses from investment in MitoCareX		(210	)
Balance at December 31, 2023		781
Investment following achievement of second milestone		600
Equity losses from investment in MitoCareX		(185	)
Balance at June 30, 2024	$	1,196

13

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 4:- INTANGIBLE ASSET

On September 30, 2022, the Company announced the closing of the acquisition (“Wellution Acquisition”) of Wellution^TM, an Amazon Marketplace account and American food supplement and cosmetics brand and trademark (the “Brand”). In connection with the Wellution Acquisition, the Company incorporated a new wholly owned Delaware subsidiary, SciSparc Nutraceuticals., to hold the new assets. The definitive agreement for the acquisition of the Brand was entered into with Merhavit M.R.M Holding and Management Ltd (“M.R.M”).

At the closing, the Company paid a cash payment of $4,540 and an additional $321 in purchase costs.

In addition, the Company issued to M.R.M $15,000 worth of warrants to purchase ordinary shares of the Company at an exercise price of $7.00 per share (with a cashless exercise mechanism) and with an exercise period of five years from the closing of the Wellution Acquisition (the “September 2022 Warrants”). The September 2022 Warrants will become exercisable upon the earlier of (i) an achievement of $100 million of gross sales by the Brand in the aggregate or (ii) if the price of the Company’s ordinary shares closes at $10.00 per share or above. On March 26, 2024, M.R.M. agreed with the Company to waive all its rights under the M.R.M. Warrants and have the M.R.M. warrants cancelled for no consideration.

The Company reviewed the transaction and deemed it to be the purchase of assets for accounting purposes under generally accepted accounting principles. The Company reviewed the guidance under International Financial Reporting Standard (“IFRS”) 3, Business Combinations, for the transaction and determined that the fair value of the gross assets acquired was concentrated in a single identifiable asset, a brand. Accordingly, the Company treated the transaction as an asset acquisition. On the closing date of the Wellution Acquisition, the Company fully recognized the Wellution Acquisition amount total of $4,861 as an intangible asset, to be amortized over a period of 10 years.

In the years ended December 31, 2022, and 2023, the Brand recorded significant losses. As of December 31, 2023, the Company has determined there are signs of decline in the value of the Brand and recognized a loss as a result of impairment to its intangible asset of $1,042.

The impairment loss was determined based on the revenue projections of the Brand, using the relief from royalty approach. Under the relief from royalty approach, the fair value of a brand is determined based on discounted future royalty payments that the owner of the asset would have been required to pay if instead of purchasing the intangible asset it would have been licensed from a third party. Revenues were projected for a period of 8.7 years commensurate with the remaining estimated useful life of the Brand and with no terminal value. The projections were determined based on the current period revenues, assuming a short-term growth rate that is consistent with management’s expectations that revenues of the Brand will resume their past extent, as of the date of purchase of the Brand, a growth rate thereafter of 13.8% and a declining growth rate for the long term, reaching 2% at the terminal year. Theoretical royalties arising from the Brand were capitalized at a discount rate of 20.6%.

The table below summarizes the fair value of the intangible asset:

Balance at January 1, 2023	$	4,717
Loss on impairment of intangible asset		(1,042	)
Depreciation of intangible asset		(486	)
Balance at December 31, 2023		3,189
Depreciation of intangible asset		(183	)
Balance at June 30, 2024	$	3,006

During the six months ended June 30, 2024, and 2023, the Company recorded depreciation expenses with respect to intangible asset in the amount of $183 and $ 243, respectively.

14

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 5:- INVESTMENT IN FINANCIAL ASSETS

Share Purchase Agreement

On June 25, 2023, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with AutoMax Motors Ltd. (“AutoMax”), an Israeli company traded on the Tel Aviv Stock Exchange (“TASE”) and the leading parallel importer and distributor of vehicles in Israel, pursuant to which, at the closing and upon the terms and conditions set forth in the Share Purchase Agreement, the Company invested NIS 2,500 (approximately $689) in cash, in exchange for ordinary shares, NIS 0.05 par value, of AutoMax (the “AutoMax Shares”) based on a price per share of NIS 0.5. As of June 30, 2024, the listed share price of AutoMax on the TASE was NIS 0.213, and the Company has recorded a loss in its statements of comprehensive loss of $246 on its investment.  

Bridge Loan Agreement

On January 16, 2024, the Company entered, as a lender, into an agreement (the “Bridge Loan Agreement”) with AutoMax, pursuant to which AutoMax received from the Company a bridge loan (the “Bridge Loan”) in the amount of $1,400, further to the previously announced non-binding letter of intent for the Company to acquire AutoMax (the “AutoMax Acquisition”).

The Bridge Loan Agreement states that the principal amount of the Bridge Loan will bear interest at a rate of 7% per annum (or 9% per annum if the AutoMax Acquisition is not consummated prior to the repayment date), compounded annually. The Bridge Loan amount, together with any accrued interest (the “Owed Amount”), may be repaid in part or in whole at the discretion of AutoMax prior to the repayment date. The repayment of the Owed Amount will be due at the earlier date of: (a) the consummation of the Merger (as defined below), in which the Owed Amount shall be deemed a part of, and set-off against, the financing amount the Company will provide AutoMax with upon Closing, which is expected to be $4,250; or (b) if the definitive agreement for the AutoMax Acquisition is terminated in accordance with its terms, within three months from such termination date; or (c) July 15, 2024.

On June 9, 2024, the Company entered into an amendment (the “Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Amendment, the Company extended an additional loan in the amount of $1,000 to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $2,400. In addition, the repayment date was amended such as that the Owed Amount will be due at the earlier date of: (a) the consummation of the Merger, in which the Owed Amount shall be deemed a part of, and set-off against, the financing amount the Company will provide AutoMax with upon Closing, which is expected to be $4,250; or (b) if the definitive agreement for the AutoMax Acquisition is terminated in accordance with its terms, within three months from such termination date. As of June 30, 2024, the loan amount and accrued interest stand at $2,448.

On September 5, 2024, the Company entered into a second amendment (the “Second Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Second Amendment, the Company extended an additional loan in the amount of $1,850 to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $4,250. In consideration for the loan amount, AutoMax established a first ranking fixed charge security interest on AutoMax’s shares of its wholly-owned subsidiary AutoMax Leasing Ltd. in favor of the Company.

Merger Agreement

On April 10, 2024, the Company entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with AutoMax and SciSparc Merger Sub Ltd., an Israeli limited company and wholly-owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Company’s shareholders and AutoMax’s shareholders, Merger Sub will be merged with and into AutoMax, with AutoMax surviving the Merger as a wholly-owned subsidiary of the Company (the “Merger”) (see also note 6).

At the effective time of the Merger (the “Effective Time”, as further defined in the Merger Agreement): (a) each outstanding share of AutoMax’s share capital will be converted into the right to receive ordinary shares of the Company, equal to the exchange ratio set forth in the Merger Agreement (the “Exchange Ratio”). Under the Exchange Ratio, following the Effective Time, the former AutoMax shareholders immediately before the Merger (other than the Company) are expected to hold together approximately 47.49% (minus the Finder Fee, as defined in the Merger Agreement) of the aggregate number of the outstanding ordinary shares of the Company on fully diluted basis (subject to certain exceptions). The shareholders of the Company, together with the holders of the Company’s convertible securities, immediately before the Merger are expected to hold together approximately 52.51% of the aggregate number of the outstanding ordinary shares of the Company on fully diluted basis (subject to certain exceptions); (b) subject to the consummation of the Merger (as defined in the Merger Agreement, the “Closing”), and immediately after the Effective Time, AutoMax shall have the right to (i) designate two members to the Company’s board of directors (the “Company’s Board”) if the Company’s Board is comprised of five or six directors; or (ii) designate three members if the Company’s Board is comprised of seven directors. At least one such designee shall be an independent director, as defined under the Nasdaq Stock Market listing rules.

15

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 6:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES

a. Balances with related parties:

	June 30, 2024					December 31, 2023
	Key management personnel		Other related parties			Key management personnel		Other related parties
Current assets	$	-	$	15		$	-	$	121
Non-current assets	$	-	$	2,554	(*)	$	-	$	108
Current liabilities	$	167	$	-		$	95	$	-

(*) See note 5.

b. Transactions with related parties (not including amounts described in Note 6c):

	Six months ended				Year ended
	June 30,				December 31,
	2024		2023		2023
Research and development expenses	$	26	$	-	$	40
Sale of minority interest in subsidiary	$	-	$	-	$	2,985	(*)

(*) Sale of approximately 49% of the outstanding shares of Scisparc Nutraceuticals Inc. to Jeffs’ Brands Holdings Inc.

c. Benefits to key management personnel (including directors):

	Six months ended				Year ended
	June 30,				December 31,
	2024		2023		2023
Short-term benefits	$	438	$	585	$	1,204
Management fees	$	60	$	80	$	220
Cost of share-based payment	$	11	$	54	$	84

d. On February 23, 2023, the Company entered into an agreement with Jeffs’ Brands Ltd. (“Jeffs’ Brands”) and Jeffs’ Brands Holdings Inc. (“Jeffs’ Holdings”), a newly-formed wholly owned subsidiary of Jeffs’ Brands, in which Jeffs’ Holdings acquired from the Company common stock of SciSparc Nutraceuticals equal to approximately a 49% for a cash consideration of $2,500. In consideration, the Company received from Jeffs’ Brands an additional amount accounting for certain purchase price adjustments related to inventory and working capital. Mr. Oz Adler, the Company’s Chief Executive Officer and Chief Financial Officer, is the chairman of the board of directors of Jeffs’ Brands.

16

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 6:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES (cont.)

e.

On March 7, 2022, the Company entered into a cooperation agreement with Clearmind Medicine Inc. (“Clearmind”) in which the Company and Clearmind test and integrate their core technologies with a view to developing novel psychedelic drug candidates (the “Cooperation Agreement”). Dr. Adi Zuloff-Shani, our Chief Technologies Officer, Mr. Amitai Weiss, our President, and Mr. Adler, our Chief Executive Officer and Chief Financial Officer serve as officers and directors of Clearmind. During the six-month period ended June 30, 2024, the Company recognized expenses in respect of the Cooperation Agreement in the amount of $26.

f.

Mr. Weiss, our chairman of the board of directors, is the chairman of the board of directors of AutoMax (see Note 5).

NOTE 7:- FINANCIAL INSTRUMENTS

Classification of financial assets and financial liabilities:

The financial assets and financial liabilities in the consolidated statements of financial position are classified by groups of financial instruments pursuant to IFRS 9, “Financial Instruments”:

			June 30,				December 31,
			2024		2023		2023
			Unaudited				Audited
	Note		USD in thousands
Financial assets:
Cash and cash equivalents			$	316	$	2,081	$	2,141
Short-term deposits				2,308		-		3,000
Loans to related party				2,448		-		-
Trade receivables				19		43		22
Government authorities				74		100		62
Other receivables				97		715		203
Investments in financial assets				403		849		659
			$	5,665	$	3,788	$	6,087
Financial liabilities:
Credit from others			$	-	$	-	$	48
Warrants liability				345		1,714		532
Lease liability				64		-		76
Total financial and lease liabilities			$	409	$	1,714	$	656

17

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 8:- WARRANTS

On June 1, 2022, the Company completed a private offering with an investor for gross proceeds of $10,210 (the “June 2022 Private Placement”), providing for the issuance of an aggregate of 136,388 units and pre-funded units, as follows: (a) 12,884 units at a price of $74.88 per unit, each consisting of (i) one ordinary share of the Company, and (ii) two warrants each to purchase one ordinary share (the “June 2022 Warrants”), and (b) 123,504 pre-funded units at a price of $73.294 per unit, each consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) two June 2022 Warrants.

The June 2022 Warrants have an exercise price of $68.38 per ordinary share. The June 2022 Warrants were exercisable upon issuance and will expire seven years from the date of issuance.

General Overview of Valuation Approaches used in the Valuation:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Economic methodology:

The June 2022 Warrants’ fair value was calculated using the Black–Scholes option pricing model, which takes into account the parameters as disclosed below for each period valuated, in which a valuation was performed at (i) the issuance date, and (ii) each reporting date with the following assumptions:

	December 31, 2023		June 30, 2024
Dividend yield (%)		0		0
Expected volatility (%)		72		72
Risk-free interest rate (%)		3.872		4.324
Underlying share price ($)		4.88		0.80
Exercise price ($)		68.38		68.38
Warrants fair value ($)		192		4

The June 2022 Warrants are classified as current warrant liability in the Company’s balance sheet, as they are exercisable at any given time.

During the six months ended June 30, 2024, and 2023, the Company recorded finance income from the change in fair value of the June 2022 Warrants in the amount of $188 and $1,023, respectively.

18

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 9:- EQUITY

Reverse Share Split

On August 18, 2023, the Company convened a general meeting of its shareholders, whereby the shareholders approved, inter alia, a reverse split of the Company’s share capital up to a ratio of 30:1. Following the implementation of the Reverse Split, the Company’s authorized share capital was not adjusted under the Company’s Articles, which as of the date of these financial statements consisted of 75,000,000 ordinary shares, no par value.

On September 14, 2023, the Company’s Board resolved that the final ratio for the Reverse Split will be 26:1, which became effective on September 28, 2023.  

a. Composition of share capital as of June 30, 2024, June 30, 2023, and December 31, 2023:

June 30, 2024

December 31, 2023

June 30, 2023

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary shares, no par value

75,000,000

3,586,104

75,000,000

706,683

75,000,000

282,782

b. Changes in share capital:

Issued and outstanding share capital:

	Number of ordinary shares
Balance at January 1, 2024		706,683
Issuance of share capital – in respect of Standby Equity Purchase Agreement (Note 6j)		980,452
Shares issued to consultants (Note 6e)		5,869
Issuance of share in respect of exercise of pre-funded October 2023 Warrants (Note 6i)		1,893,100
Balance at June 30, 2024		3,586,104

19

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 9:- EQUITY (cont.)

c. Rights attached to shares:

Voting rights at shareholders meetings, right to dividends, rights upon liquidation of the Company and right to nominate the directors in the Company.

d. Capital management in the Company:

The Company’s capital management objectives are to preserve the Company’s ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties. The Company is not under any minimal equity requirements nor is it required to attain a certain level of capital return.

e. Additional issuance of ordinary shares:

On February 26, 2024, the Company issued a consultant 3,465 ordinary shares in respect of services rendered in the amount of $10.

On April 9, 2024, the Company issued 2,404 ordinary shares to two consultants in respect of services rendered in the amount of $7.

f. March 2021 Financing Round

On March 4, 2021, the Company completed a private offering with several accredited and institutional investors for gross proceeds of $8,150, providing for the issuance of an aggregate of 44,331 units, as follows: (a) 35,242 units at a price of $183,82 per unit, consisting of (i) one ordinary share of the Company, and (ii) a Series A Warrant to purchase an equal number of units purchased (the “2021 Series A Warrants”) and a Series B Warrant (the “2021 Series B Warrants” and, collectively with the 2021 Series A Warrants, the “March 2021 Warrants) to purchase half the number of units, and (b) 9,089 pre-funded units at a price of $183.794 per unit, consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) one 2021 Series A Warrant and one 2021 Series B Warrant.

The Series A Warrants have an exercise price of $183.82 per ordinary share and the Series B Warrants have an exercise price of $275.60 per ordinary share). Both were exercisable upon issuance and will expire five years from the date of issuance.

The March 2021 Warrants are classified as issued warrants in the Company’s equity.

During the six-month period ended June 30, 2024, and the year ended December 31, 2023, there were no exercises of the 2021 Series A Warrants.

g. June 2022 Financing Round (see also note 8)

On June 1, 2022, the Company completed the June 2022 Private Placement with an investor for gross proceeds of $10,210, providing for the issuance of an aggregate of 136,388 units and pre-funded units, as follows: (a) 12,884 units at a price of $74.88 per unit, each consisting of (i) one ordinary share of the Company, and (ii) two warrants each to purchase one ordinary share (the “June 2022 Warrants”), and (b) 123,504 pre-funded units at a price of $73.294 per unit, each consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) two June 2022 Warrants.

The June 2022 Warrants have an exercise price of $68.38 per ordinary share. The June 2022 Warrants were exercisable upon issuance and will expire seven years from the date of issuance. 

The June 2022 Warrants are classified as current warrant liability in the Company’s balance sheet, as they are exercisable at any given time.

During the six-month period ended June 30, 2024, and the year ended December 31, 2023, there were no exercises of the June 2022 Warrants.

20

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 9:- EQUITY (cont.)

h. August 2023 Financing Round

On August 14, 2023, the Company closed an underwritten public offering (the “2023 Public Offering”) of 212,500 ordinary shares, at a purchase price of $5.20 per ordinary share, and pre-funded warrants to purchase up to 37,500 ordinary shares at a purchase price of $5.174 per pre-funded warrant, for aggregate gross proceeds of approximately $1,300, pursuant to an underwriting agreement between the Company and Aegis Capital Corp, the underwriter in the 2023 Public Offering, dated August 10, 2023. Pursuant to the terms of the underwriting agreement, the Company also granted the underwriter a 45-day option to purchase up to an additional 37,500 ordinary shares solely to cover over-allotments. This 45-day option was not exercised.

i. October 2023 Financing Round

On October 13, 2023, the Company announced the closing of a private placement with an institutional investor with gross cash proceeds to the Company of approximately $5,026, before deducting fees related to the placement agent and other offering expenses payable by the Company.

In connection with the private placement, the Company issued an aggregate of 1,930,108 units, each unit consisting of two pre-funded warrants (the “October 2023 Warrants”). The October 2023 Warrants have an exercise price of $0.001, are immediately exercisable upon issuance and have a term of five years from the date of issuance.

During the six-month period ended June 30, 2024, 1,893,100 ordinary shares were issued in respect to the exercise of 1,893,100 October 2023 Warrants.

During the period between July 1, 2024, and through to the date of this report, 1,784,211 ordinary shares were issued in respect to the exercise of 1,784,211 October 2023 Warrants. As of the date of these financial statements, there are no outstanding October 2023 Warrants.

j. January 2024 Standby Equity Purchase Agreement

On January 21, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”), as amended on February 26, 2024, with YA II PN, LTD. (“YA”), which provided for the sale of up to $20,000 of the Company’s Ordinary Shares (the “Advance Shares”). As of June 30, 2024, of the $20,000 eligible to be sold pursuant to the SEPA (the “Commitment Amount”), the Company has sold 925,159 ordinary shares. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price equal to 97% of the market price, which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing on the trading day immediately following the delivery of an advance notice to YA.

In connection with the SEPA, the Company may request pre-paid advances of the Commitment Amount, in an amount up to $5,000 (each a “Pre-Paid Advance”). Each Pre-Paid Advance will be evidenced by a promissory note (each a “Promissory Note”). Each Promissory Note will fully mature 24 months following its issuance and shall accrue interest on the outstanding principal balance thereon at a rate of 5% per annum, increasing to 18% per annum upon an Event of Default (as defined in the Promissory Note). Beginning 150 days after the issuance of a Promissory Note, the Company shall pay to YA a monthly installment payment of 10% of the original principal amount of the Promissory Note and accrued interest, payable in cash or by submitting an advance notice, where YA will offset the amount due to be paid to the Company under such notice against an equal amount of the monthly installment amount, at the Company’s option. If the Company elects to pay in cash, the installment amount shall also include a payment premium in the amount of 5% of the principal amount of the installment payment. The Promissory Note contains the Company’s customary representations and warranties and events of default.

In addition, pursuant to the SEPA, the Company issued to YA an aggregate of 55,293 of its Ordinary Shares in satisfaction of payment of the commitment fee of $200.

YA will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of Ordinary Shares by YA pursuant to the SEPA. The Company will pay the expenses (except brokerage fees and commissions and similar expenses) incurred and register pursuant to the Securities Act of 1933, as amended, the offer and sale of the Ordinary Shares pursuant to the SEPA by YA. See also note 11b.

21

SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 10:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

	Six months ended June 30,				Year Ended December 31,
	2024		2023		2023
	Unaudited				Audited
	USD in thousands
a. Research and development expenses:
Wages and related expenses	$	224	$	202	$	392
Share-based payment		8		23		34
Clinical studies		117		145		254
Regulatory, professional and other expenses		386		366		719
Research and preclinical studies		100		45		101
Chemistry and formulations		6		-		141
		841		781		1,641
b. General and administrative expenses:
Wages and related expenses		311		217		415
Share-based payment		8		45		68
Professional and directors’ fees		1,670		1,366		2,594
Business development expenses		53		38		86
Office maintenance, rent and other expenses		68		48		110
Investor relations and business expenses		57		310		369
Wellution operating expenses		101		107		145
Amazon fees		297		686		1,042
Regulatory expenses		67		104		202
	$	2,632	$	2,921		5,031

22

 SCISPARC LTD.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except per share and per unit amounts)

NOTE 11:- EVENTS AFTER THE REPORTING PERIOD

a.	On July 8, 2024, the Company announced that it signed a non-binding letter of intent (the “LOI”) to spin off its advanced clinical stage pharmaceutical portfolio and its equity stake in SciSparc Nutraceuticals Inc. (collectively, the “Target Assets”). The LOI references a proposed asset and share purchase agreement (the “Asset and Share Purchase Agreement”), the definitive agreement of which is to be negotiated between the Company and Miza III Ventures Inc. (“Miza”) (TSXV: MIZA.P), a publicly traded company on the Toronto Stock Exchange Venture in Canada. The Asset and Share Purchase Agreement is based on the approximate total USD 3.3 million (CAD 4.5 million) enterprise value of Miza, when including its $1,000 cash position, and an approximate $11,600 (CAD 15.8 million) value of SciSparc’s assets. Pursuant to the LOI, SciSparc will sell, assign, convey and transfer to Miza the Target Assets in consideration for 63,300,000 common shares of Miza and up to 48,000,000 Miza contingent rights based on pre-determined milestones. Following the closing of such transaction, SciSparc would hold a controlling interest in Miza, the exact percentage of which is contingent on agreeing definitive terms between the parties. The resulting entity, of which SciSparc will hold a stake in the resulting entity ranging from a minimum of approximately 75% to a maximum of 84.53%, will be active in both the pharmaceutical and supplement sectors.
b.	From July 16, 2024, through September 17, 2024, the Company has sold 4,817,626 ordinary shares in respect of the SEPA for proceeds of $3,576.
c.	On August 13, 2024, the Company entered into an exclusive patent license agreement (the “License Agreement”) for the out-licensing of its SCI-160 program (the “Assets”) with Polyrizon Ltd. (the “Licensee”). According to the License Agreement, SciSparc granted the Licensee a royalty-bearing, exclusive, sub-licensable right and license to the Assets (the “License”). In consideration for the License, the Company received and will receive certain shares of the Licensee, reflecting an issue price of $3,000, and royalties from sales related to and income generated from the Assets. Further, the Licensee will pay SciSparc pre-determined fees upon the completion of certain development milestones relating to the Assets.
d.	On September 26, 2024, the Company signed a non-binding letter of intent (“LOI”) to sell its entire ownership interest in MitoCareX to a publicly-traded company in the United States (“the Purchaser”). SciSparc currently owns 52.73% of the issued and outstanding share capital of MitoCareX. Pursuant to the terms of the LOI, initially, in exchange for transferring and selling to the Purchaser a number of ordinary shares of MitoCareX that constitute 27% of the Company’s ownership in MitoCareX, SciSparc will receive in cash consideration of $700. Subsequent to this first phase, SciSparc will transfer to the Purchaser the remaining 73% of its ownership stake in MitoCareX in exchange for a certain number of shares based on the valuation of the Purchaser equal to $8,000 and a valuation of MitoCareX equal to $5,000 (the latter of which includes the $700 in cash consideration for SciSparc’s shares described above). The LOI also includes provisions for additional milestones that, upon achievement, could increase the consideration paid by the Purchaser to SciSparc from $5,000 to $7,000. The details of the full terms of this transaction are subject to negotiation and execution of definitive agreements.

23

EX-99.2

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our interim consolidated financial statements and the notes to such financial statements, which are included in this Report on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2023, or the Annual Report, including the consolidated annual financial statements as of December 31, 2023, and their accompanying notes included therein, filed with the Securities and Exchange Commission, or the SEC, on April 1, 2024.

Unless otherwise indicated, all references to the terms “we”, “us”, “our”, “SciSparc”, “the Company” and “our Company” refer to SciSparc Ltd. and its wholly-owned subsidiaries. References to “Ordinary Shares, and “warrants” refer to the ordinary shares, and warrants, respectively, of SciSparc.

We report financial information under International Financial Reporting Standards, as issued by the International Accounting Standards Board and none of the financial statements were prepared in accordance with generally accepted accounting principles in the United States.

References to “U.S. dollars,” “USD” and “$” are to currency of the United States of America, and references to “NIS” are to New Israeli Shekels. Unless otherwise indicated, U.S. dollar translations of NIS amounts presented herein are translated using the rate of NIS 3.759 to $1.00, the exchange rate reported by the Bank of Israel on June 30, 2024.

On August 18, 2023, the Company convened a general meeting of its shareholders, whereby the shareholders approved, inter alia, a reverse split of the Company’s share capital up to a ratio of 30:1, or the Reverse Share Split. Following the implementation of the Reverse Split, the Company’s authorized share capital was not adjusted under the Company’s Articles, which as of the date of these financial statements consisted of 75,000,000 ordinary shares, no par value.

On September 14, 2023, the Company’s Board resolved that the final ratio for the Reverse Split will be 26:1 and the Reverse Share Split became effective on September 28, 2023. 

Consequently, share numbers, share prices, and exercise prices have been retroactively adjusted in this Management’s Discussion and Analysis of Financial Condition and Results of Operation for all periods presented.

Forward-Looking Statements

The following discussion contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to 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. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

● our ability to raise capital through the issuance of additional securities and ability to continue as a going concern;

● our ability to advance the development our product candidates, including the anticipated starting and ending dates of our anticipated clinical trials;

● our assessment of the potential of our product candidates to treat certain indications;

● our ability to successfully receive approvals from the U.S. Food and Drug Administration, or other regulatory bodies, including approval to conduct clinical trials, the scope of those trials and the prospects for regulatory approval of, or other regulatory action with respect to our product candidates, including the regulatory pathway to be designated to our product candidates;

● the regulatory environment and changes in the health policies and regimes in the countries in which we operate, including the impact of any changes in regulation and legislation that could affect the pharmaceutical industry;

● our ability to commercialize our existing product candidates and future sales of our existing product candidates or any other future potential product candidates;

● our ability to meet our expectations regarding the commercial supply of our product candidates;

● our ability to integrate successfully our e-Commerce business of the WellutionTM brand, which focuses on the sale of hemp-based products on Amazon Marketplace through our subsidiary, SciSparc Nutraceuticals Inc., or SciSparc Nutraceuticals in which we hold a controlling interest;

● our ability to list an entity to which we would transfer our pharmaceutical activities under a proposed restructuring plan, on a leading stock exchange;

● our planned merger with AutoMax Motors Ltd., or AutoMax;

● our ability to comply with continued listing requirements and standards of Nasdaq;

● the overall global economic environment;

● general market, political and economic conditions in the countries in which we operate including those related to recent unrest and actual or potential armed conflict in Israel and other parts of the Middle East, such as the recent attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, hostilities with Hezbollah on the northern border of Israel, and potential attacks by Iran, as well as the downgrade by Moody’s of its credit rating of Israel;

● projected capital expenditures and liquidity;

● changes in our strategy;

● litigation; and

● those factors referred to in “Item 3. Key Information – D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects,” of the Annual Report as well other factors in the Annual Report.

2

These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in the Annual Report. You should not rely upon forward-looking statements as predictions of future events. 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.

Overview

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 development programs based on THC, and/or CBD and/or other CBR agonists: SCI-110 for the treatment of TS and for the treatment of Alzheimer’s disease and agitation; SCI-160 for the treatment of pain; and SCI-210 for the treatment of ASD. We also hold a 50.86% controlling stake in our subsidiary SciSparc Nutraceuticals, whose business focuses on the sale of hemp seeds oil-based products and others on Amazon Marketplace.

SCI-110 is a proprietary drug candidate based on two components: (1) THC, which is the major cannabinoid molecule in the cannabis plant, and (2) CannAmide™, a proprietary PEA, formulation. PEA is an endogenous fatty acid amide that belongs to the class of nuclear factor agonists, which are molecules that regulate the expression of genes. We believe that the combination of THC and PEA may induce a reaction known as the “sparing effect,” which has strong potential to treat various diseases of the central nervous system such as TS and Alzheimer’s disease and agitation.

SCI-210 is a proprietary drug candidate based on two components: (1) CBD, and (2) CannAmide™. We believe that the combination of CBD and PEA may also induce a sparing effect reaction, which has strong potential to treat various diseases such as ASD and SE.

SCI-160 is a novel pharmaceutical preparation containing a cannabinoid receptor type 2, or CB2 receptor, agonist for the treatment of pain. This innovative CB2 receptor agonist was synthesized by the late Raphael Mechoulam, who was a professor of medicinal chemistry at the Hebrew University.

We believe that modulating CB2 receptor activity by selective CB2 receptor agonists holds unique therapeutic potential for addressing pain conditions.

Recent Developments

On January 21, 2024, the Company entered into a Standby Equity Purchase Agreement, or SEPA, as amended on February 26, 2024, with YA II PN, LTD, or YA, which provided for the sale of up to $20 million of the Company’s Ordinary Shares, or the Advance Shares. As of June 30, 2024, of the $20 million eligible to be sold pursuant to the SEPA, or the Commitment Amount, the Company has sold 925,159 ordinary shares. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price of 97% of the market price, which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing on the trading day immediately following the delivery of an advance notice to YA.

On April 10, 2024, we entered into an Agreement and Plan of Merger, or the Merger Agreement, as amended, with AutoMax and SciSparc Merger Sub Ltd., an Israeli limited company and wholly-owned subsidiary of the Company, or the Merger Sub. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Company’s shareholders and AutoMax’s shareholders, Merger Sub will be merged with and into AutoMax, with AutoMax surviving the Merger as a wholly-owned subsidiary of the Company. AutoMax’s share capital will be converted into the right to receive ordinary shares of the Company, equal to the exchange ratio set forth in the Merger Agreement. The Merger Agreement contemplates that at the closing, the Company shall deliver to AutoMax an amount of $4.25 million (less any amount due by AutoMax to the Company under any loan agreement between the parties) through a wire transfer of the immediate available funds to an account for AutoMax’s ongoing capital requirements and operational expenses. At the effective time of the Merger, or the Effective Time, as further defined in the Merger Agreement, each outstanding share of AutoMax’s share capital will be converted into the right to receive ordinary shares of the Company, equal to the exchange ratio set forth in the Merger Agreement, or the Exchange Ratio. Under the Exchange Ratio, following the Effective Time, the former AutoMax shareholders immediately before the Merger (other than the Company) are expected to hold together approximately 47.49% (minus the Finder Fee, as defined in the Merger Agreement) of the aggregate number of the outstanding ordinary shares of the Company on fully diluted basis (subject to certain exceptions). The shareholders of the Company, together with the holders of the Company’s convertible securities, immediately before the Merger are expected to hold together approximately 52.51% of the aggregate number of the outstanding ordinary shares of the Company on fully diluted basis (subject to certain exceptions).

3

On July 8, 2024, we announced that we signed a non-binding letter of intent, or the LOI, to spin off our advanced clinical stage pharmaceutical portfolio and our equity stake in SciSparc Nutraceuticals. The LOI references a proposed asset and share purchase agreement, the definitive agreement of which is to be negotiated between the Company and Miza III Ventures Inc., or Miza (TSXV: MIZA.P).

On August 13, 2024, we entered into an exclusive patent license agreement, or the License Agreement for the out-licensing of our SCI-160 program, or the Assets with Polyrizon Ltd., or the Licensee. According to the License Agreement, we granted the Licensee a royalty-bearing, exclusive, sub-licensable right and license to the Assets (the “License”). In consideration for the License, we received and will receive certain shares of the Licensee, reflecting an issue price of $3 million, and royalties from sales related to and income generated from the Assets. Further, the Licensee will pay SciSparc pre-determined fees upon the completion of certain development milestones relating to the Assets.

On September 5, 2024, we entered into a second amendment, or the Second Amendment to the bridge loan agreement, dated January 16, 2024, and as previously amended on June 9, 2024, or the Bridge Loan Agreement with AutoMax. Pursuant to the Second Amendment, we extended an additional loan in the amount of $1.85 million to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $4.25 million, or the Loan Amount. In consideration for the Loan Amount, AutoMax established a first ranking fixed charge security interest on AutoMax’s shares of its wholly-owned subsidiary AutoMax Leasing Ltd. in favor of the Company. The Bridge Loan Agreement states that the principal amount of the bridge loan would bear interest at a rate of 7% per annum (or 9% per annum if the closing of the Merger Agreement does not occur prior to the repayment date) compounded annually. The Bridge Loan amount, together with any accrued interest, may be repaid in part or in whole prior to the repayment date, contingent on whether the closing of the Merger Agreement occurs. The repayment date shall be at the earlier date of: (a) the Closing (as defined below), in which the Owed Amount shall be deemed a part of, and set-off against, the financing amount the Company will provide AutoMax with upon consummation of the Merger, which is expected to be $4.25 million; or (b) if the definitive agreement for the AutoMax Acquisition is terminated in accordance with its terms, within three months from such termination date.

On September 26, 2024, we signed a non-binding letter of intent, or LOI, to sell our entire ownership interest in MitoCareX Bio Ltd., or MitoCareX, to a publicly-traded company in the United States, or the Purchaser. We currently own 52.73% of the issued and outstanding share capital of MitoCareX. Pursuant to the terms of the LOI, initially, in exchange for transferring and selling to the Purchaser a number of ordinary shares of MitoCareX that constitute 27% of our ownership in MitoCareX, we will receive in cash consideration of $700,000. Subsequent to this first phase, we will transfer to the Purchaser the remaining 73% of our ownership stake in MitoCareX in exchange for a certain number of shares based on the valuation of the Purchaser equal to $8,000,000 and a valuation of MitoCareX equal to $5,000,000 (the latter of which includes the $700,000 in cash consideration for our shares described above). The LOI also includes provisions for additional milestones that, upon achievement, could increase the consideration paid by the Purchaser to us from $5 million to $7 million. The details of the full terms of this transaction are subject to negotiation and execution of definitive agreements.

Operating Results

Total revenues recognized in the six months ended June 30, 2024, amounted to $840 thousand.

To date, we have not generated revenue from our drug development segment from the sale of any pharmaceutical product candidates, and we do not expect to generate significant revenue in this business within the next year at least. As of June 30, 2024, we had an accumulated deficit of approximately $72 million. Our operating activities are described below under “Operating Expenses.”

Revenues

During the six months ended June 30, 2024, we generated revenues in the amount of $840 thousand, compared to $1,972 thousand of revenue recorded during the six months ended June 30, 2023. Revenues in the six months ended June 30, 2024, and 2023, were primarily attributable to our subsidiary SciSparc Nutraceuticals, which owns the Wellution™ brand.

4

Cost of goods sold

The cost of goods sold comprises mainly purchases of Wellution™ brand products, Amazon transaction fees, storage and transportation costs to the Company’s warehouse. The cost of goods sold in the six months ended June 30, 2024, amounted to $366 thousand, compared to $508 thousand of cost of goods sold recorded during the six months ended June 30, 2023.

Operating Expenses (in thousands of dollars)

Our current operating expenses consist of two components – research and development expenses, and general and administrative expenses, including sales and marketing expenses through our subsidiary SciSparc Nutraceuticals.

Research and Development Expenses

Our research and development expenses consist primarily of salaries and related personnel expenses, regulatory and other expenses and clinical studies expenses.

The following table discloses the breakdown of research and development expenses:

	Six month period ended June 30,
	2024		2023
	(unaudited)		(unaudited)
	(in thousands of USD)
Wages and related expenses		224		202
Share-based payments		8		23
Clinical studies		117		145
Research and preclinical studies		100		45
Chemistry and formulations		6		-
Regulatory and other expenses		386		366
Total		841		781

General and Administrative Expenses

General and administrative expenses consist primarily of salaries, share-based compensation expense, professional service fees for accounting, legal, bookkeeping, facilities and other general and administrative expenses.

The following table discloses the breakdown of general and administrative expenses:

	Six month period ended June 30,
	2024		2023
	(unaudited)		(unaudited)
	(in thousands of USD)
Wages and related expenses		311		217
Share-based payment		8		45
Professional and directors’ fees		1,670		1,366
Investor relations and business expenses		57		310
Office maintenance, rent and other expenses		68		48
Regulatory expenses		67		104
Wellution operating expenses		101		107
Amazon fees		297		686
Business development		53		38
Total		2,632		2,921

5

Comparison of the six months ended June 30, 2024 to the six months ended June 30, 2023

Research and Development Expenses, net

Our research and development expenses for the six months ended June 30, 2024, amounted to $841 thousand, representing an increase of $60 thousand, or 8%, compared to $781 thousand for the six months ended June 30, 2023. The increase is primarily due to the increase in research and pre-clinical studies, that are derived from the purchase of raw materials.

General and Administrative Expenses

Our general and administrative expenses totaled $2,632 thousand for the six months ended June 30, 2024, a decrease of $289 thousand, or 10%, compared to $2,921 thousand for the six months ended June 30, 2023. The decrease was primarily attributable to a decrease of $253 thousand in investor relations and business expenses, and a decrease of $389 thousand in Amazon fees related to Wellution, offset in part by an increase of $304 thousand in professional and director fees.

Sales and marketing

The sales and marketing expenses comprise mainly of advertising and promotional rebates on Amazon Marketplace. The sales and marketing expenses in the six months ended June 30, 2024, amounted to $528 thousand, compared to $729 thousand during the six months ended June 30, 2023.

Operating Loss

As a result of the foregoing, our operating loss for the six months ended June 30, 2024, was $3,527 thousand, compared to an operating loss of $2,967 thousand for the six months ended June 30, 2023, an increase of $560 thousand, or 19%.

Finance Expense and Income

Finance expenses and income consist of revaluation of debt instruments presented at fair value, related issuance expenses of debt instruments and bank fees.

We recognized finance income, net for the six months ended June 30, 2024, of $51 thousand, representing a decrease of $96 thousand compared to finance income of $147 thousand for the six months ended June 30, 2023. Finance income is mainly due to changes in the fair value of the warrants we issued in June 2022, and interest from bank deposits and loans to a related party. Finance expenses are mainly due to changes in the fair value of the Company’s financial assets.

Total Comprehensive Loss

Our total comprehensive loss for the six months ended June 30, 2024, was $3.7 million, representing an increase of $0.75 million, or 25%, compared to $2.93 million for the six months ended June 30, 2023.

Liquidity and Capital Resources

Overview

As of June 30, 2023, we had $2.624 million in cash, including short-term restricted deposits and short-term deposits.

The table below presents our cash flows:

	Six months ended June 30,
	2024			2023
	(unaudited)			(unaudited)
	(in thousands of USD)
Net cash used in operating activities		(2,226	)		(3,233	)
Net cash provided by (used in) investing activities		92			(1,071	)
Net cash provided by financing activities		310			2,811

6

Operating Activities

Net cash used in operating activities was $2,226 thousand for the six months ended June 30, 2024, compared with net cash used in operating activities of $3,233 thousand for the six months ended June 30, 2023. The decrease is primarily due to decreases in adjustments to the profit or loss item of finance expenses relating to the change in fair value of warrants of $253 thousand, offset in part by losses from remeasurement of investment in financial assets of $256 thousand, and in adjustments to the working capital in the amount of $1,002 thousand.

Investing Activities

Net cash provided by investing activities was $92 thousand for the six months ended June 30, 2024, compared with $1,071 thousand cash used in investing activities for the six months ended June 30, 2023. Net cash provided by investing activities is due to a decrease in short-term deposits in the amount of $692 thousand, offset in part by our investment in MitoCareX Bio Ltd. in the amount of $600 thousand. Net cash used in investing activities for the six months ended June 30, 2023 was due to our investment in MitoCareX Bio Ltd. and our investment in financial assets of $687 thousand.

Financing Activities

Net cash provided by financing activities was $310 thousand in the six months ended June 30, 2024, primarily from proceeds from issuance of share capital in the amount of $2,772 thousand, offset in part by loans granted to AutoMax in the amount of $2,400 thousand. Net cash provided by financing activities of $2,811 thousand in the six months ended June 30, 2023, primarily from the sale of a minority interest in a subsidiary pursuant to the Wellution Sales Agreement in the amount of $2,887 thousand, offset by issuance expenses in respect of a public offering under our shelf registration statement in the amount of $50 thousand and by repayment of lease liability in the amount of $26 thousand.

Standby Equity Purchase Agreement 

On January 21, 2024, the Company entered into a SEPA, as amended on February 26, 2024, with YA, which provided for the sale of up to $20 thousand of Advance Shares. As of June 30, 2024, of the Commitment Amount, the Company has sold 925,159 ordinary shares. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price of 97% of the market price, which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing on the trading day immediately following the delivery of an advance notice to YA.

Bridge Loan Agreement 

On September 5, 2024, we entered into the Second Amendment to the Bridge Loan Agreement, dated January 14, 2024, and as amended on June 9, 2024 with AutoMax. Pursuant to the Second Amendment, the Company extended an additional loan in the amount of $1.85 million to AutoMax under terms similar to the Bridge Loan Agreement, bringing the Bridge Loan amount to $4.25 million. In consideration for the Bridge Loan amount, AutoMax established a first ranking fixed charge security interest on AutoMax’s shares of its wholly-owned subsidiary AutoMax Leasing Ltd. in favor of the Company.

Current Outlook

On January 21, 2024, the Company entered into a SEPA with YA, which provided for the sale of up to $20 million of the Advance Shares. As of June 30, 2024, of the Commitment Amount, the Company has sold 925,159 ordinary shares. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price of 97% of the market price.

On April 10, 2024, we entered into a Merger Agreement, as amended, with AutoMax and the Merger Sub. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged with and into AutoMax, with AutoMax surviving the Merger as a wholly-owned subsidiary of the Company. AutoMax’s share capital will be converted into the right to receive ordinary shares of the Company, equal to the exchange ratio set forth in the Merger Agreement. The Merger Agreement contemplates that at the closing, the Company shall deliver to AutoMax an amount of $4.25 million (less any amount due by AutoMax to the Company under any loan agreement between the parties) through a wire transfer of the immediate available funds to an account for AutoMax’s ongoing capital requirements and operational expenses, or the Closing Financing. In light of the Bridge Loan and amendments thereto, no Closing Financing will take place.

7

On July 8, 2024, we announced that we signed an LOI, to spin off our advanced clinical stage pharmaceutical portfolio and our equity stake in SciSparc Nutraceuticals. The LOI references a proposed asset and share purchase agreement, the definitive agreement of which is to be negotiated between the Company and Miza.

On August 13, 2024, we entered into the License Agreement for the out-licensing of certain Assets with the Licensee. According to the License Agreement, we granted the Licensee License, in consideration for which, we received, and will receive certain shares of the Licensee, reflecting an issue price of $3 million, and royalties from sales related to and income generated from the Assets. Further, the Licensee will pay SciSparc pre-determined fees upon the completion of certain development milestones relating to the Assets.

On September 5, 2024, we entered into a Second Amendment to the Bridge Loan Agreement. Pursuant to the Second Amendment, we extended an additional loan in the amount of $1.85 million to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Loan Amount to $4.25 million.

On September 26, 2024, we signed an LOI to sell our entire ownership interest in MitoCareX to a Purchaser. Pursuant to the terms of the LOI, initially, in exchange for transferring and selling to the Purchaser a number of ordinary shares of MitoCareX, in tranches, for cash consideration, in addition to milestone achievements which could increase the consideration. The details of the full terms of this transaction are subject to negotiation and execution of definitive agreements.

We have financed our operations to date primarily through proceeds from sales of our ordinary shares and, prior to August 13, 2021, American Depositary Shares, or ADSs, as well as exercises of warrants and options to purchase ordinary shares or ADSs, as the case may be. We have incurred losses and generated negative cash flows from operations since August 2004. Since August 2004, we have not generated any revenue from the sale of our pharmaceutical product candidates and we do not expect to generate revenues from sale of our pharmaceutical product candidates in the next few years.

As of June 30, 2024, our cash, including short-term bank deposits, was $2,624 thousand.

We believe that our existing cash resources will not be sufficient to finance our operating activities in the foreseeable future, and we expect that we will require substantial additional capital to complete the development of, and to commercialize, our product candidates. If we do seek to raise additional capital, there can be no guarantee or assurance that we will be successful in raising such additional capital or that the term of such capital raise will be on terms favorable to us.

Research and development, patents and licenses, etc.

A comprehensive discussion of our research and development, patents and licenses, etc., is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report. 

Critical Accounting Policies

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, obligations and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Item 5. Operating and Financial Review and Prospects - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report.

8

XML

Document And Entity Information	6 Months Ended
	Jun. 30, 2024
Document Information Line Items
Entity Registrant Name	SCISPARC LTD.
Document Type	6-K
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001611746
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity File Number	001-38041

XML

Consolidated Statements of Financial Position - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 252	$ 2,076	$ 2,081
Restricted deposit	64	65	44
Short-term deposit	2,308	3,000
Trade receivables	19	22	43
Other accounts receivable	298	540	815
Inventory	415	742	660
Total current assets	3,356	6,445	3,643
NON-CURRENT ASSETS:
Intangible asset, net	3,006	3,189	4,474
Related parties	2,448
Investment in company account for at equity	1,196	781	893
Investments in financial assets	403	659	849
Property and equipment, net	73	108	33
Total non-current assets	7,126	4,737	6,249
Total assets	10,482	11,182	9,892
CURRENT LIABILITIES:
Trade payables	1,164	802	1,247
Other accounts payable	253	185	153
Warrants	345	532	1,714
Lease liability	38	52
Total current liability	1,800	1,571	3,114
NON-LIABILITIES
Lease liability	26	24
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:
Share capital and premium	67,258	64,526	58,898
Reserve from share-based payment transactions	5,298	5,282	5,248
Warrants	5,190	5,190	5,190
Foreign currency translation reserve	497	497	497
Transactions with non-controlling interests	810	810	712
Accumulated deficit	(72,133)	(68,691)	(66,449)
Total equity attributable to equity holders of the company	6,920	7,614	4,096
Non-controlling interests	1,736	1,973	2,682
Total equity	8,656	9,587	6,778
Total liabilities and equity	$ 10,482	$ 11,182	$ 9,892

XML

Consolidated Statements of Profit or Loss and Other Comprehensive Loss - USD ($) $ in Thousands	6 Months Ended			12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023		Dec. 31, 2023
Profit or loss [abstract]
Revenues	$ 840	$ 1,972		$ 2,879
Cost of goods sold	(366)	(508)		(683)
Gross profit	474	1,464		2,196
Research and development expenses	841	781		1,641
Sales and marketing	528	729		1,297
Impairment of intangible asset				1,042
General and administrative expenses	2,632	2,921		5,031
Operating loss	3,527	2,967		6,815
Company’s share of losses of companies accounted for at equity, net	208	99		210
Finance income	(323)	(1,024)		(2,219)
Finance expenses	272	877		1,055
Loss before income taxes	3,684	2,919		5,861
Taxes on income	(5)	13		22
Total comprehensive loss	3,679	2,932		5,883
Attributable to:
Equity holders of the Company	3,442	2,880		5,122
Non-controlling interests	237	52		761
Profit loss	$ 3,679	$ 2,932		$ 5,883
Basic loss per share attributable to equity holders of the Company:
Loss from operations (in Dollars per share)	$ 1.7	$ 10.85	[1]	$ 14.43
Diluted loss per share attributable to equity holders of the Company:
Loss from operations (in Dollars per share)	$ 1.7	$ 10.85	[1]	$ 14.43

[1] Loss per share retroactively adjusted in these consolidated statements of comprehensive loss to reflect “Reverse Share Split”. See Note 9.

XML

Consolidated Statements of Changes in Equity (Deficit) - USD ($) $ in Thousands	Share capital and premium	Reserve from share-based payment transactions	Warrants	Transactions with non- controlling interests	Foreign currency translation reserve	Accumulated deficit	Total	Non- controlling interests	Total
Balance at Dec. 31, 2022	$ 58,592	$ 5,180	$ 5,190	$ 559	$ 497	$ (63,569)	$ 6,449		$ 6,449
Income (loss)						(2,880)	(2,880)	(52)	(2,932)
Issuance of share capital in respect of investment in affiliate	288						288		288
Sales of minority interest in subsidiary				153			153	2,734	2,887
Issuance of shares, net of issuance expenses	(45)						(45)		(45)
Cost of share-based payment	63	68					131		131
Balance at Jun. 30, 2023	58,898	5,248	5,190	712	497	(66,449)	4,096	2,682	6,778
Balance at Dec. 31, 2022	58,592	5,180	5,190	559	497	(63,569)	6,449		6,449
Income (loss)						(5,122)	(5,122)	(761)	(5,883)
Issuance of share capital in respect of investment in affiliate	288						288		288
Sales of minority interest in subsidiary				251			251	2,734	2,985
Issuance of shares, net of issuance expenses	5,552						5,552		5,552
Cost of share-based payment	94	102					196		196
Balance at Dec. 31, 2023	64,526	5,282	5,190	810	497	(68,691)	7,614	1,973	9,587
Income (loss)						(3,442)	(3,442)	(237)	(3,679)
Issuance of shares, net of issuance expenses	2,722						2,722		2,722
Cost of share-based payment	10	16					26		26
Balance at Jun. 30, 2024	$ 67,258	$ 5,298	$ 5,190	$ 810	$ 497	$ (72,133)	$ 6,920	$ 1,736	$ 8,656

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Loss	$ (3,679)	$ (2,932)	$ (5,883)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	219	267	538
Loss on impairment of intangible asset			1,042
Cost of share-based payment	26	131	196
Finance expenses, net	(206)	(1,023)	(2,205)
Group’s share of losses of company accounted for at equity, net	185	98	210
Losses from remeasurement of investment in financial assets	256	855	1,048
Total adjustments to the profit or loss	480	328	829
Working capital adjustments:
Decrease (increase) in other accounts receivable	242	(684)	(409)
Increase (decrease) in trade payables	362	48	(397)
Increase (decrease) in other accounts payable	68	(40)	(8)
Decrease (increase) in trade receivables	3	39	55
Decrease (increase) in inventory	327	8	(74)
Working capital	1,002	(629)	(833)
Net cash used in operating activities	(2,197)	(3,233)	(5,887)
Cash flows from investing activities:
Investment (withdrawal) in restricted bank deposits	1	16	(5)
Investment (withdrawal) in short-term bank deposits	692		(3,000)
Purchase of property and equipment	(1)
Investment in a company accounted for at equity	(600)	(400)	(400)
Investments in financial assets			(689)
Purchase of financial assets at fair value through profit or loss		(687)
Net cash provided by investing activities	92	(1,071)	(4,094)
Cash flows from financing activities:
Proceeds from issuance of share capital and warrants (net of issuance expenses)	2,722	(50)	5,552
Repayment of lease liability	(41)	(26)	(47)
Interest paid on lease liability			(7)
Proceeds from issuance of shares to minority interests in a subsidiary		2,887	2,985	[1]
Loans to related parties	(2,400)
Net cash provided by financing activities	281	2,811	8,483
Increase (decrease) in cash and cash equivalents	(1,824)	(1,493)	(1,498)
Cash and cash equivalents at the beginning of the period	2,076	3,574	3,574
Cash and cash equivalents at the end of the period	252	2,081	2,076
(a) Significant non-cash transactions:
Mutual share exchange of ordinary shares (see note 10)		288	288
Right-of-use asset recognized with corresponding lease liability			$ 102

[1] Reclassified

XML

General

6 Months Ended

Jun. 30, 2024

General [Abstract]

GENERAL

NOTE 1:- GENERAL

a. SciSparc Ltd. (formerly known as Therapix Biosciences Ltd.) (“SciSparc” or the “Company” or the “Group”), a specialty clinical-stage pharmaceutical company, was incorporated in Israel and commenced its operations on August 23, 2004. Until March 2014, SciSparc and its subsidiaries at the time were mainly engaged in developing several innovative immunotherapy products and SciSparc’s own patents in the immunotherapy field. In August 2015, the Company decided to adopt a different business strategy and began focusing on developing a portfolio of approved drugs based on cannabinoid molecules. With this focus, the Company is currently engaged in development programs based on Δ9-tetrahydrocannabinol (“THC”) and/or non-psychoactive cannabidiol for the treatment of Tourette syndrome, Alzheimer’s disease and agitation, autism spectrum disorder and Status Epilepticus. The headquarters of the Company are located in Tel Aviv, Israel. 

The Company’s ordinary shares are listed on Nasdaq and are trading under the symbol “SPRC”.

As of June 30, 2024, the Company had three private subsidiaries, including an inactive company incorporated under the laws of Israel: Evero Health Ltd (“Evero”); an inactive company incorporated under the laws of Israel: Brain Bright Ltd (“Brain Bright”); and a company incorporated under the laws of the State of Delaware: SciSparc Nutraceuticals Inc. (“SciSparc Nutraceuticals”) (together with Evero and Brain Bright, the “Subsidiaries”).

On September 14, 2023, the Company’s board of directors (the “Board”) resolved that the final ratio for the Third Reverse Split (as defined below) will be 26:1, which became effective on September 28, 2023. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these interim consolidated financial statements for all periods presented. 

b. These interim consolidated financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2023, and accompanying notes, that were approved on March 31, 2024, and signed on April 1, 2024 (the “2023 Annual Consolidated Financial Statements”).

c. The Company incurred a net loss of $3,679 and had negative cash flows from operating activities of $2,197 for the six-month period ended June 30, 2024. As of June 30, 2024, the Company had an accumulated deficit of $72,133 as a result of recurring operating losses. As of June 30, 2024, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the consolidated financial statements. The Company’s pharmaceuticals operations are dependent on its ability to raise additional funds from existing and/or new investors. This dependency will continue until the Group is able to completely finance its operations by generating revenue from its pharmaceutical products. These above-mentioned factors raise substantial doubt about the Group’s ability to continue as a going concern.   The Company intends to finance operating costs over the next twelve months through a combination of actions that may include existing cash on hand and issuing equity and/or debt securities.   The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.   The interim consolidated financial statements for the period ended June 30, 2024, do not include any adjustments to the carrying amounts and classifications of assets and liabilities that might result should the Group be unable to continue as a going concern.

d. The interim consolidated financial statements of the Company for the six-month period ended on June 30, 2024, were approved for issuance on October 22, 2024 (the “Approval Date”). In connection with the preparation of the interim consolidated financial statements and in accordance with authoritative guidance for subsequent events, the Company evaluated subsequent events after the consolidated statements of financial position date of June 30, 2024, through November 4, 2024, the date on which the unaudited interim consolidated financial statements were available to be issued.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. The significant accounting policies adopted in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2023 Annual Consolidated Financial Statements. Accordingly, these condensed consolidated financial statements should be read in conjunction with the 2023 Annual Consolidated Financial Statements. The results for any interim period are not necessarily indicative of results for any future period.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the six-month period ended June 30, 2024, are not necessarily indicative of the results for the year ending December 31, 2024, or for any future period.

As of June 30, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2023 Annual Consolidated Financial Statements. 

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Investment in Associates

6 Months Ended

Jun. 30, 2024

Investment in Associates [Abstract]

INVESTMENT IN ASSOCIATES

NOTE 3:- INVESTMENT IN ASSOCIATE

On March 10, 2022, the Company entered into a Founders and Investment Agreement with Dr. Alon Silberman, or the MitoCareX Agreement. Pursuant to the MitoCareX Agreement, the Company invested an initial amount of $700, and agreed to invest over the next two years, an additional $1,000, subject to the achievement of certain pre-determined milestones as agreed upon in the MitoCareX Agreement, for up to a 50.01% ownership in MitoCareX Bio Ltd. (“MitoCareX”). MitoCareX is focused on the discovery and development of potential drugs for cancers and other life-threatening conditions. The MitoCareX Agreement also contains customary representations, warranties, covenants, and indemnification provisions. On March 31, 2022, the closing conditions were met, and the Company paid the initial investment amount of $700 to MitoCareX. As of December 31, 2022, the Company owned 31.48% of the outstanding shares of MitoCareX.

On February 17, 2023, MitoCareX achieved its first milestone pursuant to the MitoCareX Agreement. As a result of MitoCareX meeting this milestone, the Company invested an additional sum of $400 in MitoCareX and increased its share ownership in MitoCareX from 31.48% to 41.92%.

On November 25, 2023, MitoCareX achieved its second milestone pursuant to the MitoCareX Agreement. As a result of MitoCareX meeting this milestone, the Company invested an additional sum of $600 in MitoCareX and increased its share ownership in MitoCareX from 41.92% to 52.73%. Notwithstanding the above, the Company and MitoCareX agreed for the additional $600 installment to be deferred to March 25, 2024, and the $600 installment was paid March 11, 2024.

During the six months ended June 30, 2024, and 2023, the Company recorded equity losses from the investment in MitoCareX in the amount of $185 and $98, respectively.

The table below summarizes the fair value of the investment in MitoCareX:

Balance at January 1, 2023	$	591
Investment following achievement of first milestone		400
Equity losses from investment in MitoCareX		(210	)
Balance at December 31, 2023		781
Investment following achievement of second milestone		600
Equity losses from investment in MitoCareX		(185	)
Balance at June 30, 2024	$	1,196

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Intangible Asset

6 Months Ended

Jun. 30, 2024

Intangible Asset [Abstract]

INTANGIBLE ASSET

NOTE 4:- INTANGIBLE ASSET

On September 30, 2022, the Company announced the closing of the acquisition (“Wellution Acquisition”) of Wellution^TM, an Amazon Marketplace account and American food supplement and cosmetics brand and trademark (the “Brand”). In connection with the Wellution Acquisition, the Company incorporated a new wholly owned Delaware subsidiary, SciSparc Nutraceuticals., to hold the new assets. The definitive agreement for the acquisition of the Brand was entered into with Merhavit M.R.M Holding and Management Ltd (“M.R.M”).

At the closing, the Company paid a cash payment of $4,540 and an additional $321 in purchase costs.

In addition, the Company issued to M.R.M $15,000 worth of warrants to purchase ordinary shares of the Company at an exercise price of $7.00 per share (with a cashless exercise mechanism) and with an exercise period of five years from the closing of the Wellution Acquisition (the “September 2022 Warrants”). The September 2022 Warrants will become exercisable upon the earlier of (i) an achievement of $100 million of gross sales by the Brand in the aggregate or (ii) if the price of the Company’s ordinary shares closes at $10.00 per share or above. On March 26, 2024, M.R.M. agreed with the Company to waive all its rights under the M.R.M. Warrants and have the M.R.M. warrants cancelled for no consideration.

The Company reviewed the transaction and deemed it to be the purchase of assets for accounting purposes under generally accepted accounting principles. The Company reviewed the guidance under International Financial Reporting Standard (“IFRS”) 3, Business Combinations, for the transaction and determined that the fair value of the gross assets acquired was concentrated in a single identifiable asset, a brand. Accordingly, the Company treated the transaction as an asset acquisition. On the closing date of the Wellution Acquisition, the Company fully recognized the Wellution Acquisition amount total of $4,861 as an intangible asset, to be amortized over a period of 10 years.

In the years ended December 31, 2022, and 2023, the Brand recorded significant losses. As of December 31, 2023, the Company has determined there are signs of decline in the value of the Brand and recognized a loss as a result of impairment to its intangible asset of $1,042.

The impairment loss was determined based on the revenue projections of the Brand, using the relief from royalty approach. Under the relief from royalty approach, the fair value of a brand is determined based on discounted future royalty payments that the owner of the asset would have been required to pay if instead of purchasing the intangible asset it would have been licensed from a third party. Revenues were projected for a period of 8.7 years commensurate with the remaining estimated useful life of the Brand and with no terminal value. The projections were determined based on the current period revenues, assuming a short-term growth rate that is consistent with management’s expectations that revenues of the Brand will resume their past extent, as of the date of purchase of the Brand, a growth rate thereafter of 13.8% and a declining growth rate for the long term, reaching 2% at the terminal year. Theoretical royalties arising from the Brand were capitalized at a discount rate of 20.6%.

The table below summarizes the fair value of the intangible asset:

Balance at January 1, 2023	$	4,717
Loss on impairment of intangible asset		(1,042	)
Depreciation of intangible asset		(486	)
Balance at December 31, 2023		3,189
Depreciation of intangible asset		(183	)
Balance at June 30, 2024	$	3,006

During the six months ended June 30, 2024, and 2023, the Company recorded depreciation expenses with respect to intangible asset in the amount of $183 and $ 243, respectively.

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Investment in Financial Assets

6 Months Ended

Jun. 30, 2024

Investment in Financial Assets [Abstract]

INVESTMENT IN FINANCIAL ASSETS

NOTE 5:- INVESTMENT IN FINANCIAL ASSETS

Share Purchase Agreement

On June 25, 2023, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with AutoMax Motors Ltd. (“AutoMax”), an Israeli company traded on the Tel Aviv Stock Exchange (“TASE”) and the leading parallel importer and distributor of vehicles in Israel, pursuant to which, at the closing and upon the terms and conditions set forth in the Share Purchase Agreement, the Company invested NIS 2,500 (approximately $689) in cash, in exchange for ordinary shares, NIS 0.05 par value, of AutoMax (the “AutoMax Shares”) based on a price per share of NIS 0.5. As of June 30, 2024, the listed share price of AutoMax on the TASE was NIS 0.213, and the Company has recorded a loss in its statements of comprehensive loss of $246 on its investment.  

Bridge Loan Agreement

On January 16, 2024, the Company entered, as a lender, into an agreement (the “Bridge Loan Agreement”) with AutoMax, pursuant to which AutoMax received from the Company a bridge loan (the “Bridge Loan”) in the amount of $1,400, further to the previously announced non-binding letter of intent for the Company to acquire AutoMax (the “AutoMax Acquisition”).

The Bridge Loan Agreement states that the principal amount of the Bridge Loan will bear interest at a rate of 7% per annum (or 9% per annum if the AutoMax Acquisition is not consummated prior to the repayment date), compounded annually. The Bridge Loan amount, together with any accrued interest (the “Owed Amount”), may be repaid in part or in whole at the discretion of AutoMax prior to the repayment date. The repayment of the Owed Amount will be due at the earlier date of: (a) the consummation of the Merger (as defined below), in which the Owed Amount shall be deemed a part of, and set-off against, the financing amount the Company will provide AutoMax with upon Closing, which is expected to be $4,250; or (b) if the definitive agreement for the AutoMax Acquisition is terminated in accordance with its terms, within three months from such termination date; or (c) July 15, 2024.

On June 9, 2024, the Company entered into an amendment (the “Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Amendment, the Company extended an additional loan in the amount of $1,000 to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $2,400. In addition, the repayment date was amended such as that the Owed Amount will be due at the earlier date of: (a) the consummation of the Merger, in which the Owed Amount shall be deemed a part of, and set-off against, the financing amount the Company will provide AutoMax with upon Closing, which is expected to be $4,250; or (b) if the definitive agreement for the AutoMax Acquisition is terminated in accordance with its terms, within three months from such termination date. As of June 30, 2024, the loan amount and accrued interest stand at $2,448.

On September 5, 2024, the Company entered into a second amendment (the “Second Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Second Amendment, the Company extended an additional loan in the amount of $1,850 to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $4,250. In consideration for the loan amount, AutoMax established a first ranking fixed charge security interest on AutoMax’s shares of its wholly-owned subsidiary AutoMax Leasing Ltd. in favor of the Company.

Merger Agreement

On April 10, 2024, the Company entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with AutoMax and SciSparc Merger Sub Ltd., an Israeli limited company and wholly-owned subsidiary of the Company (“Merger Sub”). Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by the Company’s shareholders and AutoMax’s shareholders, Merger Sub will be merged with and into AutoMax, with AutoMax surviving the Merger as a wholly-owned subsidiary of the Company (the “Merger”) (see also note 6).

At the effective time of the Merger (the “Effective Time”, as further defined in the Merger Agreement): (a) each outstanding share of AutoMax’s share capital will be converted into the right to receive ordinary shares of the Company, equal to the exchange ratio set forth in the Merger Agreement (the “Exchange Ratio”). Under the Exchange Ratio, following the Effective Time, the former AutoMax shareholders immediately before the Merger (other than the Company) are expected to hold together approximately 47.49% (minus the Finder Fee, as defined in the Merger Agreement) of the aggregate number of the outstanding ordinary shares of the Company on fully diluted basis (subject to certain exceptions). The shareholders of the Company, together with the holders of the Company’s convertible securities, immediately before the Merger are expected to hold together approximately 52.51% of the aggregate number of the outstanding ordinary shares of the Company on fully diluted basis (subject to certain exceptions); (b) subject to the consummation of the Merger (as defined in the Merger Agreement, the “Closing”), and immediately after the Effective Time, AutoMax shall have the right to (i) designate two members to the Company’s board of directors (the “Company’s Board”) if the Company’s Board is comprised of five or six directors; or (ii) designate three members if the Company’s Board is comprised of seven directors. At least one such designee shall be an independent director, as defined under the Nasdaq Stock Market listing rules.

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Transactions and Balances with Related Parties

6 Months Ended

Jun. 30, 2024

Transactions and Balances with Related Parties [Abstract]

TRANSACTIONS AND BALANCES WITH RELATED PARTIES

NOTE 6:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES

a. Balances with related parties:

	June 30, 2024					December 31, 2023
	Key management personnel		Other related parties			Key management personnel		Other related parties
Current assets	$	-	$	15		$	-	$	121
Non-current assets	$	-	$	2,554	(*)	$	-	$	108
Current liabilities	$	167	$	-		$	95	$	-

(*) See note 5.

b. Transactions with related parties (not including amounts described in Note 6c):

	Six months ended				Year ended
	June 30,				December 31,
	2024		2023		2023
Research and development expenses	$	26	$	-	$	40
Sale of minority interest in subsidiary	$	-	$	-	$	2,985	(*)

(*) Sale of approximately 49% of the outstanding shares of Scisparc Nutraceuticals Inc. to Jeffs’ Brands Holdings Inc.

c. Benefits to key management personnel (including directors):

	Six months ended				Year ended
	June 30,				December 31,
	2024		2023		2023
Short-term benefits	$	438	$	585	$	1,204
Management fees	$	60	$	80	$	220
Cost of share-based payment	$	11	$	54	$	84

d. On February 23, 2023, the Company entered into an agreement with Jeffs’ Brands Ltd. (“Jeffs’ Brands”) and Jeffs’ Brands Holdings Inc. (“Jeffs’ Holdings”), a newly-formed wholly owned subsidiary of Jeffs’ Brands, in which Jeffs’ Holdings acquired from the Company common stock of SciSparc Nutraceuticals equal to approximately a 49% for a cash consideration of $2,500. In consideration, the Company received from Jeffs’ Brands an additional amount accounting for certain purchase price adjustments related to inventory and working capital. Mr. Oz Adler, the Company’s Chief Executive Officer and Chief Financial Officer, is the chairman of the board of directors of Jeffs’ Brands.

e.

On March 7, 2022, the Company entered into a cooperation agreement with Clearmind Medicine Inc. (“Clearmind”) in which the Company and Clearmind test and integrate their core technologies with a view to developing novel psychedelic drug candidates (the “Cooperation Agreement”). Dr. Adi Zuloff-Shani, our Chief Technologies Officer, Mr. Amitai Weiss, our President, and Mr. Adler, our Chief Executive Officer and Chief Financial Officer serve as officers and directors of Clearmind. During the six-month period ended June 30, 2024, the Company recognized expenses in respect of the Cooperation Agreement in the amount of $26.

f.

Mr. Weiss, our chairman of the board of directors, is the chairman of the board of directors of AutoMax (see Note 5).

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Financial Instruments

6 Months Ended

Jun. 30, 2024

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

NOTE 7:- FINANCIAL INSTRUMENTS

Classification of financial assets and financial liabilities:

The financial assets and financial liabilities in the consolidated statements of financial position are classified by groups of financial instruments pursuant to IFRS 9, “Financial Instruments”:

			June 30,				December 31,
			2024		2023		2023
			Unaudited				Audited
	Note		USD in thousands
Financial assets:
Cash and cash equivalents			$	316	$	2,081	$	2,141
Short-term deposits				2,308		-		3,000
Loans to related party				2,448		-		-
Trade receivables				19		43		22
Government authorities				74		100		62
Other receivables				97		715		203
Investments in financial assets				403		849		659
			$	5,665	$	3,788	$	6,087
Financial liabilities:
Credit from others			$	-	$	-	$	48
Warrants liability				345		1,714		532
Lease liability				64		-		76
Total financial and lease liabilities			$	409	$	1,714	$	656

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Warrants

6 Months Ended

Jun. 30, 2024

Warrants [Abstract]

Warrants

NOTE 8:- WARRANTS

On June 1, 2022, the Company completed a private offering with an investor for gross proceeds of $10,210 (the “June 2022 Private Placement”), providing for the issuance of an aggregate of 136,388 units and pre-funded units, as follows: (a) 12,884 units at a price of $74.88 per unit, each consisting of (i) one ordinary share of the Company, and (ii) two warrants each to purchase one ordinary share (the “June 2022 Warrants”), and (b) 123,504 pre-funded units at a price of $73.294 per unit, each consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) two June 2022 Warrants.

The June 2022 Warrants have an exercise price of $68.38 per ordinary share. The June 2022 Warrants were exercisable upon issuance and will expire seven years from the date of issuance.

General Overview of Valuation Approaches used in the Valuation:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Economic methodology:

The June 2022 Warrants’ fair value was calculated using the Black–Scholes option pricing model, which takes into account the parameters as disclosed below for each period valuated, in which a valuation was performed at (i) the issuance date, and (ii) each reporting date with the following assumptions:

	December 31, 2023		June 30, 2024
Dividend yield (%)		0		0
Expected volatility (%)		72		72
Risk-free interest rate (%)		3.872		4.324
Underlying share price ($)		4.88		0.80
Exercise price ($)		68.38		68.38
Warrants fair value ($)		192		4

The June 2022 Warrants are classified as current warrant liability in the Company’s balance sheet, as they are exercisable at any given time.

During the six months ended June 30, 2024, and 2023, the Company recorded finance income from the change in fair value of the June 2022 Warrants in the amount of $188 and $1,023, respectively.

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Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

EQUITY

NOTE 9:- EQUITY

Reverse Share Split

On August 18, 2023, the Company convened a general meeting of its shareholders, whereby the shareholders approved, inter alia, a reverse split of the Company’s share capital up to a ratio of 30:1. Following the implementation of the Reverse Split, the Company’s authorized share capital was not adjusted under the Company’s Articles, which as of the date of these financial statements consisted of 75,000,000 ordinary shares, no par value.

On September 14, 2023, the Company’s Board resolved that the final ratio for the Reverse Split will be 26:1, which became effective on September 28, 2023.  

a. Composition of share capital as of June 30, 2024, June 30, 2023, and December 31, 2023:

June 30, 2024

December 31, 2023

June 30, 2023

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary shares, no par value

75,000,000

3,586,104

75,000,000

706,683

75,000,000

282,782

b. Changes in share capital:

Issued and outstanding share capital:

	Number of ordinary shares
Balance at January 1, 2024		706,683
Issuance of share capital – in respect of Standby Equity Purchase Agreement (Note 6j)		980,452
Shares issued to consultants (Note 6e)		5,869
Issuance of share in respect of exercise of pre-funded October 2023 Warrants (Note 6i)		1,893,100
Balance at June 30, 2024		3,586,104

c. Rights attached to shares:

Voting rights at shareholders meetings, right to dividends, rights upon liquidation of the Company and right to nominate the directors in the Company.

d. Capital management in the Company:

The Company’s capital management objectives are to preserve the Company’s ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties. The Company is not under any minimal equity requirements nor is it required to attain a certain level of capital return.

e. Additional issuance of ordinary shares:

On February 26, 2024, the Company issued a consultant 3,465 ordinary shares in respect of services rendered in the amount of $10.

On April 9, 2024, the Company issued 2,404 ordinary shares to two consultants in respect of services rendered in the amount of $7.

f. March 2021 Financing Round

On March 4, 2021, the Company completed a private offering with several accredited and institutional investors for gross proceeds of $8,150, providing for the issuance of an aggregate of 44,331 units, as follows: (a) 35,242 units at a price of $183,82 per unit, consisting of (i) one ordinary share of the Company, and (ii) a Series A Warrant to purchase an equal number of units purchased (the “2021 Series A Warrants”) and a Series B Warrant (the “2021 Series B Warrants” and, collectively with the 2021 Series A Warrants, the “March 2021 Warrants) to purchase half the number of units, and (b) 9,089 pre-funded units at a price of $183.794 per unit, consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) one 2021 Series A Warrant and one 2021 Series B Warrant.

The Series A Warrants have an exercise price of $183.82 per ordinary share and the Series B Warrants have an exercise price of $275.60 per ordinary share). Both were exercisable upon issuance and will expire five years from the date of issuance.

The March 2021 Warrants are classified as issued warrants in the Company’s equity.

During the six-month period ended June 30, 2024, and the year ended December 31, 2023, there were no exercises of the 2021 Series A Warrants.

g. June 2022 Financing Round (see also note 8)

On June 1, 2022, the Company completed the June 2022 Private Placement with an investor for gross proceeds of $10,210, providing for the issuance of an aggregate of 136,388 units and pre-funded units, as follows: (a) 12,884 units at a price of $74.88 per unit, each consisting of (i) one ordinary share of the Company, and (ii) two warrants each to purchase one ordinary share (the “June 2022 Warrants”), and (b) 123,504 pre-funded units at a price of $73.294 per unit, each consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) two June 2022 Warrants.

The June 2022 Warrants have an exercise price of $68.38 per ordinary share. The June 2022 Warrants were exercisable upon issuance and will expire seven years from the date of issuance. 

The June 2022 Warrants are classified as current warrant liability in the Company’s balance sheet, as they are exercisable at any given time.

During the six-month period ended June 30, 2024, and the year ended December 31, 2023, there were no exercises of the June 2022 Warrants.

h. August 2023 Financing Round

On August 14, 2023, the Company closed an underwritten public offering (the “2023 Public Offering”) of 212,500 ordinary shares, at a purchase price of $5.20 per ordinary share, and pre-funded warrants to purchase up to 37,500 ordinary shares at a purchase price of $5.174 per pre-funded warrant, for aggregate gross proceeds of approximately $1,300, pursuant to an underwriting agreement between the Company and Aegis Capital Corp, the underwriter in the 2023 Public Offering, dated August 10, 2023. Pursuant to the terms of the underwriting agreement, the Company also granted the underwriter a 45-day option to purchase up to an additional 37,500 ordinary shares solely to cover over-allotments. This 45-day option was not exercised.

i. October 2023 Financing Round

On October 13, 2023, the Company announced the closing of a private placement with an institutional investor with gross cash proceeds to the Company of approximately $5,026, before deducting fees related to the placement agent and other offering expenses payable by the Company.

In connection with the private placement, the Company issued an aggregate of 1,930,108 units, each unit consisting of two pre-funded warrants (the “October 2023 Warrants”). The October 2023 Warrants have an exercise price of $0.001, are immediately exercisable upon issuance and have a term of five years from the date of issuance.

During the six-month period ended June 30, 2024, 1,893,100 ordinary shares were issued in respect to the exercise of 1,893,100 October 2023 Warrants.

During the period between July 1, 2024, and through to the date of this report, 1,784,211 ordinary shares were issued in respect to the exercise of 1,784,211 October 2023 Warrants. As of the date of these financial statements, there are no outstanding October 2023 Warrants.

j. January 2024 Standby Equity Purchase Agreement

On January 21, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”), as amended on February 26, 2024, with YA II PN, LTD. (“YA”), which provided for the sale of up to $20,000 of the Company’s Ordinary Shares (the “Advance Shares”). As of June 30, 2024, of the $20,000 eligible to be sold pursuant to the SEPA (the “Commitment Amount”), the Company has sold 925,159 ordinary shares. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price equal to 97% of the market price, which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing on the trading day immediately following the delivery of an advance notice to YA.

In connection with the SEPA, the Company may request pre-paid advances of the Commitment Amount, in an amount up to $5,000 (each a “Pre-Paid Advance”). Each Pre-Paid Advance will be evidenced by a promissory note (each a “Promissory Note”). Each Promissory Note will fully mature 24 months following its issuance and shall accrue interest on the outstanding principal balance thereon at a rate of 5% per annum, increasing to 18% per annum upon an Event of Default (as defined in the Promissory Note). Beginning 150 days after the issuance of a Promissory Note, the Company shall pay to YA a monthly installment payment of 10% of the original principal amount of the Promissory Note and accrued interest, payable in cash or by submitting an advance notice, where YA will offset the amount due to be paid to the Company under such notice against an equal amount of the monthly installment amount, at the Company’s option. If the Company elects to pay in cash, the installment amount shall also include a payment premium in the amount of 5% of the principal amount of the installment payment. The Promissory Note contains the Company’s customary representations and warranties and events of default.

In addition, pursuant to the SEPA, the Company issued to YA an aggregate of 55,293 of its Ordinary Shares in satisfaction of payment of the commitment fee of $200.

YA will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of Ordinary Shares by YA pursuant to the SEPA. The Company will pay the expenses (except brokerage fees and commissions and similar expenses) incurred and register pursuant to the Securities Act of 1933, as amended, the offer and sale of the Ordinary Shares pursuant to the SEPA by YA. See also note 11b.

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Additional Information to the Items of Profit or Loss

6 Months Ended

Jun. 30, 2024

Additional Information to the Items of Profit or Loss [Abstract]

ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

NOTE 10:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

	Six months ended June 30,				Year Ended December 31,
	2024		2023		2023
	Unaudited				Audited
	USD in thousands
a. Research and development expenses:
Wages and related expenses	$	224	$	202	$	392
Share-based payment		8		23		34
Clinical studies		117		145		254
Regulatory, professional and other expenses		386		366		719
Research and preclinical studies		100		45		101
Chemistry and formulations		6		-		141
		841		781		1,641
b. General and administrative expenses:
Wages and related expenses		311		217		415
Share-based payment		8		45		68
Professional and directors’ fees		1,670		1,366		2,594
Business development expenses		53		38		86
Office maintenance, rent and other expenses		68		48		110
Investor relations and business expenses		57		310		369
Wellution operating expenses		101		107		145
Amazon fees		297		686		1,042
Regulatory expenses		67		104		202
	$	2,632	$	2,921		5,031

XML

Events After the Reporting Period

6 Months Ended

Jun. 30, 2024

Events After the Reporting Period [Abstract]

EVENTS AFTER THE REPORTING PERIOD

NOTE 11:- EVENTS AFTER THE REPORTING PERIOD

a.	On July 8, 2024, the Company announced that it signed a non-binding letter of intent (the “LOI”) to spin off its advanced clinical stage pharmaceutical portfolio and its equity stake in SciSparc Nutraceuticals Inc. (collectively, the “Target Assets”). The LOI references a proposed asset and share purchase agreement (the “Asset and Share Purchase Agreement”), the definitive agreement of which is to be negotiated between the Company and Miza III Ventures Inc. (“Miza”) (TSXV: MIZA.P), a publicly traded company on the Toronto Stock Exchange Venture in Canada. The Asset and Share Purchase Agreement is based on the approximate total USD 3.3 million (CAD 4.5 million) enterprise value of Miza, when including its $1,000 cash position, and an approximate $11,600 (CAD 15.8 million) value of SciSparc’s assets. Pursuant to the LOI, SciSparc will sell, assign, convey and transfer to Miza the Target Assets in consideration for 63,300,000 common shares of Miza and up to 48,000,000 Miza contingent rights based on pre-determined milestones. Following the closing of such transaction, SciSparc would hold a controlling interest in Miza, the exact percentage of which is contingent on agreeing definitive terms between the parties. The resulting entity, of which SciSparc will hold a stake in the resulting entity ranging from a minimum of approximately 75% to a maximum of 84.53%, will be active in both the pharmaceutical and supplement sectors.
b.	From July 16, 2024, through September 17, 2024, the Company has sold 4,817,626 ordinary shares in respect of the SEPA for proceeds of $3,576.
c.	On August 13, 2024, the Company entered into an exclusive patent license agreement (the “License Agreement”) for the out-licensing of its SCI-160 program (the “Assets”) with Polyrizon Ltd. (the “Licensee”). According to the License Agreement, SciSparc granted the Licensee a royalty-bearing, exclusive, sub-licensable right and license to the Assets (the “License”). In consideration for the License, the Company received and will receive certain shares of the Licensee, reflecting an issue price of $3,000, and royalties from sales related to and income generated from the Assets. Further, the Licensee will pay SciSparc pre-determined fees upon the completion of certain development milestones relating to the Assets.
d.	On September 26, 2024, the Company signed a non-binding letter of intent (“LOI”) to sell its entire ownership interest in MitoCareX to a publicly-traded company in the United States (“the Purchaser”). SciSparc currently owns 52.73% of the issued and outstanding share capital of MitoCareX. Pursuant to the terms of the LOI, initially, in exchange for transferring and selling to the Purchaser a number of ordinary shares of MitoCareX that constitute 27% of the Company’s ownership in MitoCareX, SciSparc will receive in cash consideration of $700. Subsequent to this first phase, SciSparc will transfer to the Purchaser the remaining 73% of its ownership stake in MitoCareX in exchange for a certain number of shares based on the valuation of the Purchaser equal to $8,000 and a valuation of MitoCareX equal to $5,000 (the latter of which includes the $700 in cash consideration for SciSparc’s shares described above). The LOI also includes provisions for additional milestones that, upon achievement, could increase the consideration paid by the Purchaser to SciSparc from $5,000 to $7,000. The details of the full terms of this transaction are subject to negotiation and execution of definitive agreements.

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Investment in Associates (Tables)

6 Months Ended

Jun. 30, 2024

Investment in Associates [Abstract]

Schedule of Fair Value of the Investment

The table below summarizes the fair value of the investment in MitoCareX:

Balance at January 1, 2023	$	591
Investment following achievement of first milestone		400
Equity losses from investment in MitoCareX		(210	)
Balance at December 31, 2023		781
Investment following achievement of second milestone		600
Equity losses from investment in MitoCareX		(185	)
Balance at June 30, 2024	$	1,196

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Intangible Asset (Tables)

6 Months Ended

Jun. 30, 2024

Intangible Asset [Abstract]

Schedule of Fair Value of the Intangible Asset

The table below summarizes the fair value of the intangible asset:

Balance at January 1, 2023	$	4,717
Loss on impairment of intangible asset		(1,042	)
Depreciation of intangible asset		(486	)
Balance at December 31, 2023		3,189
Depreciation of intangible asset		(183	)
Balance at June 30, 2024	$	3,006

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Transactions and Balances with Related Parties (Tables)

6 Months Ended

Jun. 30, 2024

Transactions and Balances with Related Parties [Abstract]

Schedule of Transactions and Balances with Related Parties

	June 30, 2024					December 31, 2023
	Key management personnel		Other related parties			Key management personnel		Other related parties
Current assets	$	-	$	15		$	-	$	121
Non-current assets	$	-	$	2,554	(*)	$	-	$	108
Current liabilities	$	167	$	-		$	95	$	-

(*) See note 5.

Transactions with related parties (not including amounts described in Note 6c):

	Six months ended				Year ended
	June 30,				December 31,
	2024		2023		2023
Research and development expenses	$	26	$	-	$	40
Sale of minority interest in subsidiary	$	-	$	-	$	2,985	(*)

Schedule of Benefits to Key Management Personnel

Benefits to key management personnel (including directors):

	Six months ended				Year ended
	June 30,				December 31,
	2024		2023		2023
Short-term benefits	$	438	$	585	$	1,204
Management fees	$	60	$	80	$	220
Cost of share-based payment	$	11	$	54	$	84

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Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Financial Instruments [Abstract]

Schedule of Financial Assets and Financial Liabilities

The financial assets and financial liabilities in the consolidated statements of financial position are classified by groups of financial instruments pursuant to IFRS 9, “Financial Instruments”:

			June 30,				December 31,
			2024		2023		2023
			Unaudited				Audited
	Note		USD in thousands
Financial assets:
Cash and cash equivalents			$	316	$	2,081	$	2,141
Short-term deposits				2,308		-		3,000
Loans to related party				2,448		-		-
Trade receivables				19		43		22
Government authorities				74		100		62
Other receivables				97		715		203
Investments in financial assets				403		849		659
			$	5,665	$	3,788	$	6,087
Financial liabilities:
Credit from others			$	-	$	-	$	48
Warrants liability				345		1,714		532
Lease liability				64		-		76
Total financial and lease liabilities			$	409	$	1,714	$	656

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Warrants (Tables)

6 Months Ended

Jun. 30, 2024

Warrants [Abstract]

Schedule of Fair Value was Calculated using the Black–Scholes Option Pricing Model

The June 2022 Warrants’ fair value was calculated using the Black–Scholes option pricing model, which takes into account the parameters as disclosed below for each period valuated, in which a valuation was performed at (i) the issuance date, and (ii) each reporting date with the following assumptions:

	December 31, 2023		June 30, 2024
Dividend yield (%)		0		0
Expected volatility (%)		72		72
Risk-free interest rate (%)		3.872		4.324
Underlying share price ($)		4.88		0.80
Exercise price ($)		68.38		68.38
Warrants fair value ($)		192		4

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Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Share Capital

Composition of share capital as of June 30, 2024, June 30, 2023, and December 31, 2023:

June 30, 2024

December 31, 2023

June 30, 2023

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary shares, no par value

75,000,000

3,586,104

75,000,000

706,683

75,000,000

282,782

Schedule of Issued and Outstanding Share Capital

Issued and outstanding share capital:

	Number of ordinary shares
Balance at January 1, 2024		706,683
Issuance of share capital – in respect of Standby Equity Purchase Agreement (Note 6j)		980,452
Shares issued to consultants (Note 6e)		5,869
Issuance of share in respect of exercise of pre-funded October 2023 Warrants (Note 6i)		1,893,100
Balance at June 30, 2024		3,586,104

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Additional Information to the Items of Profit or Loss (Tables)

6 Months Ended

Jun. 30, 2024

Additional Information to the Items of Profit or Loss [Abstract]

Schedule of Additional Information to the Items of Profit or Loss

	Six months ended June 30,				Year Ended December 31,
	2024		2023		2023
	Unaudited				Audited
	USD in thousands
a. Research and development expenses:
Wages and related expenses	$	224	$	202	$	392
Share-based payment		8		23		34
Clinical studies		117		145		254
Regulatory, professional and other expenses		386		366		719
Research and preclinical studies		100		45		101
Chemistry and formulations		6		-		141
		841		781		1,641
b. General and administrative expenses:
Wages and related expenses		311		217		415
Share-based payment		8		45		68
Professional and directors’ fees		1,670		1,366		2,594
Business development expenses		53		38		86
Office maintenance, rent and other expenses		68		48		110
Investor relations and business expenses		57		310		369
Wellution operating expenses		101		107		145
Amazon fees		297		686		1,042
Regulatory expenses		67		104		202
	$	2,632	$	2,921		5,031

XML

General (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
General [Line Items]
Operating loss	$ (3,679)	$ (2,932)	$ (5,883)
Cash flows from operating activities	(2,197)	(3,233)	(5,887)
Accumulated deficit	(72,133)	$ (66,449)	$ (68,691)
Evero Health Ltd [Member]
General [Line Items]
Cash flows from operating activities	$ (2,197)

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Investment in Associates (Details) - USD ($) $ in Thousands						6 Months Ended		12 Months Ended
	Mar. 11, 2024	Nov. 25, 2023	Feb. 17, 2023	Mar. 31, 2022	Mar. 10, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022
Investment in Associates [Line Items]
Initial investment amount					$ 700	$ 185	$ 98
Additional investment		$ 600
Installment paid	$ 600
Bottom of range [member]
Investment in Associates [Line Items]
Ownership percentage		41.92%
Top of range [member]
Investment in Associates [Line Items]
Ownership percentage		52.73%
MitoCare X Bio Ltd [Member]
Investment in Associates [Line Items]
Additional investment					$ 1,000
Ownership percentage					50.01%
MitoCare X Bio Ltd [Member] | Bottom of range [member]
Investment in Associates [Line Items]
Ownership percentage			31.48%
MitoCare X Bio Ltd [Member] | Top of range [member]
Investment in Associates [Line Items]
Ownership percentage			41.92%
MitoCareX [Member]
Investment in Associates [Line Items]
Initial investment amount				$ 700
Additional investment		$ 600	$ 400
Outstanding shares								31.48%

XML

Investment in Associates (Details) - Schedule of Fair Value of the Investment - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Fair Value of the Investment [Abstract]
Balance at beginning	$ 781	$ 591
Investment following achievement milestone	600	400
Equity losses from investment in MitoCareX	(185)	(210)
Balance at ending	$ 1,196	$ 781

XML

Intangible Asset (Details) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended		12 Months Ended
	Dec. 31, 2023	Sep. 30, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jun. 25, 2023
Disclosure of detailed information about intangible assets [line items]
Cash payments			$ 4,540			$ 689
Purchase costs			321
Purchase of warrants			$ 15,000
Exercise price (in Dollars per share)			$ 7
Exercise period			5 years
Gross sales		$ 100,000
Ordinary share price per shares (in Dollars per share)		$ 10
Acquisition of intangible asset			$ 4,861
Amortized over period			10 years
Impairment to its intangible asset	$ 1,042				$ 1,042
Estimated useful life	8 years 8 months 12 days
Growth rate, percentage	13.80%
Long term, percentage	2.00%
Discount rate, percentage	20.60%
Depreciation expenses			183		$ 486
Intangible Asset [Member]
Disclosure of detailed information about intangible assets [line items]
Depreciation expenses			$ 183	$ 243

XML

Intangible Asset (Details) - Schedule of Fair Value of the Intangible Asset - USD ($) $ in Thousands		6 Months Ended		12 Months Ended
	Dec. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Intangible Asset [Abstract]
Balance at beginning		$ 3,189	$ 4,717	$ 4,717
Loss on impairment of intangible asset	$ (1,042)			(1,042)
Depreciation of intangible asset		(183)		(486)
Balance at ending	$ 3,189	$ 3,006	$ 4,474	$ 3,189

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Investment in Financial Assets (Details) ₪ / shares in Units, ₪ in Thousands, $ in Thousands			6 Months Ended		12 Months Ended
	Sep. 05, 2024 USD ($)	Jun. 09, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jun. 30, 2024 ₪ / shares	Jan. 16, 2024 USD ($)	Aug. 18, 2023 $ / shares	Jun. 25, 2023 USD ($)	Jun. 25, 2023 ILS (₪) ₪ / shares
Investment in Financial Assets [Line Items]
Cash			$ 4,540						$ 689
Par value, per share (in New Shekels per share) | (per share)						₪ 0.213				₪ 0.05
Comprehensive loss			246
Financing amount			323	$ 1,024	$ 2,219
Additional loan		$ 1,000
Loan amount			2,400
Repayment amount		4,250
Accrued interest			$ 2,448
Finder fee percentage			47.49%
Outstanding, percentage			52.51%
AutoMax Motors Ltd [Member]
Investment in Financial Assets [Line Items]
Par value, per share (in New Shekels per share) | ₪ / shares										₪ 0.5
Bridge Loans [Member]
Investment in Financial Assets [Line Items]
Loan received							$ 1,400
Interest rate percentage			7.00%
Loan amount		$ 2,400
AutoMax Acquisition [Member]
Investment in Financial Assets [Line Items]
Interest rate percentage			9.00%
AutoMax [Member]
Investment in Financial Assets [Line Items]
Financing amount			$ 4,250
Israel [Member]
Investment in Financial Assets [Line Items]
Cash | ₪										₪ 2,500
Scenario Forecasts [Member]
Investment in Financial Assets [Line Items]
Additional loan	$ 1,850
Scenario Forecasts [Member] | Bridge Loans [Member]
Investment in Financial Assets [Line Items]
Loan amount	$ 4,250

XML

Transactions and Balances with Related Parties (Details) - USD ($) $ in Thousands		6 Months Ended
	Feb. 23, 2023	Jun. 30, 2024
Transactions and Balances with Related Parties [Abstract]
Outstanding share capital, percentage		49.00%
Cash consideration	$ 2,500
Cooperation Agreement amount	$ 26

XML

Transactions and Balances with Related Parties (Details) - Schedule of Transactions and Balances with Related Parties - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024		Dec. 31, 2023
Key management personnel of entity or parent [member]
Disclosure of transactions between related parties [line items]
Current assets
Non-current assets
Current liabilities	167		95
Other related parties [member]
Disclosure of transactions between related parties [line items]
Current assets	15		121
Non-current assets	2,554	[1]	108
Current liabilities
Transactions with related parties [Member]
Disclosure of transactions between related parties [line items]
Research and development expenses	26		40
Sale of minority interest in subsidiary			$ 2,985	[1]

[1] See note 5.

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Transactions and Balances with Related Parties (Details) - Schedule of Benefits to Key Management Personnel - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Schedule of Benefits to Key Management Personnel[Abstract]
Short-term benefits	$ 438	$ 585	$ 1,204
Management fees	60	80	220
Cost of share-based payment	$ 11	$ 54	$ 84

XML

Financial Instruments (Details) - Schedule of Financial Assets and Financial Liabilities - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Financial assets:
Cash and cash equivalents	$ 316	$ 2,141	$ 2,081
Short-term deposits	2,308	3,000
Loans to related party	2,448
Trade receivables	19	22	43
Government authorities	74	62	100
Other receivables	97	203	715
Investments in financial assets	403	659	849
Total	5,665	6,087	3,788
Financial liabilities:
Credit from others		48
Warrants liability	345	532	1,714
Lease liability	64	76
Total financial and lease liabilities	$ 409	$ 656	$ 1,714

XML

Warrants (Details) - USD ($)		6 Months Ended
	Jun. 01, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2022
Warrants (Details) [Line Items]
Gross proceeds of private offering	$ 10,210,000
Issuance aggregate of pre-funded units	$ 136,388
Pre-funded unit (in Shares)	12,884
Pre-funded unit per share (in Dollars per share)	$ 74.88
Exercise price per share (in Dollars per share)				$ 68.38
Warrants		$ 188,000	$ 1,023,000
Warrants [member]
Warrants (Details) [Line Items]
Pre-funded unit (in Shares)	123,504
Pre-funded unit per share (in Dollars per share)	$ 73.294

XML

Warrants (Details) - Schedule of Fair Value was Calculated using the Black–Scholes Option Pricing Model - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Disclosure of terms and conditions of share-based payment arrangement [abstract]
Dividend yield	0.00%	0.00%
Expected volatility	72.00%	72.00%
Risk-free interest rate	4.324%	3.872%
Underlying share price (in Dollars per share)	$ 0.8	$ 4.88
Exercise price (in Dollars per share)	$ 68.38	$ 68.38
Warrants fair value (in Dollars)	$ 4	$ 192

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Equity (Details) $ / shares in Units, $ in Thousands										1 Months Ended	6 Months Ended			12 Months Ended
	Apr. 09, 2024 USD ($) shares	Feb. 26, 2024 USD ($) shares	Jan. 21, 2024 USD ($) shares	Oct. 31, 2023 shares	Oct. 13, 2023 USD ($) $ / shares shares	Aug. 18, 2023 $ / shares shares	Aug. 14, 2023 USD ($) $ / shares shares	Jun. 01, 2022 USD ($) $ / shares shares	Mar. 04, 2021 USD ($) $ / shares shares	Oct. 31, 2023 shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares	Jul. 01, 2024 shares	Jun. 30, 2024 ₪ / shares shares	Jun. 25, 2023 ₪ / shares	Jun. 30, 2022 $ / shares
Equity [Line Items]
Capital ratio																30:1
Ordinary shares issued	2,404	3,465				75,000,000	212,500
Par value (in Dollars per share) | (per share)																₪ 0.213	₪ 0.05
Services rendered amount (in Dollars) | $	$ 7	$ 10
Gross proceeds (in Dollars) | $								$ 10,210	$ 8,150		$ 474		$ 1,464	$ 2,196
Issuance of aggregate shares								136,388	44,331
Number of units								12,884	35,242
Units Per share (in Dollars per share) | $ / shares								$ 74.88	$ 18,382
Exercise price (in Dollars per share) | $ / shares											$ 68.38	$ 68.38
Expire term																5 years		7 years
Purchase price per share (in Dollars per share) | $ / shares							$ 5.2
Aggregate gross proceeds (in Dollars) | $							$ 1,300
Gross cash proceeds (in Dollars) | $					$ 5,026
Shares issued												706,683		706,683		3,586,104
Warrants and exercise				1,784,211
Purchase sale (in Dollars) | $			$ 20,000
Commitment amount (in Dollars) | $			$ 20,000								$ 5,000
Sale of ordinary shares			925,159
Share price rate			97.00%
Installment payment, percentage																10.00%
Payment for premium percentage											5.00%
Aggregate shares											55,293
Commitment fee (in Dollars) | $											$ 200
Bottom of range [member]
Equity [Line Items]
Interest rate, percentage																5.00%
Top of range [member]
Equity [Line Items]
Interest rate, percentage																18.00%
Pre-Funded Warrants [Member]
Equity [Line Items]
Ordinary shares issued							37,500
Number of units								123,504	9,089
Units Per share (in Dollars per share) | $ / shares								$ 73.294	$ 183.794
Exercise price (in Dollars per share) | $ / shares					$ 0.001
Purchase price per share (in Dollars per share) | $ / shares							$ 5.174
Shares issued					1,930,108
Over Allotment [Member]
Equity [Line Items]
Ordinary shares issued							37,500
March 2021 Financing Round [Member] | Pre-Funded Warrants [Member]
Equity [Line Items]
Shares issued																1,893,100
Warrants and exercise										1,893,100
Series A Warrants [Member]
Equity [Line Items]
Exercise price (in Dollars per share) | $ / shares											$ 183.82
Series A Warrants [Member] | Subsequent Events [Member]
Equity [Line Items]
Shares issued															1,784,211
Series B Warrants [Member]
Equity [Line Items]
Exercise price (in Dollars per share) | $ / shares											$ 275.6
June 2022 Warrants [Member]
Equity [Line Items]
Warrants exercise price (in Dollars per share) | $ / shares																		$ 68.38

XML

Equity (Details) - Schedule of Share Capital - shares	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Number of shares
Ordinary shares, authorized	75,000,000	75,000,000	75,000,000
Ordinary shares, issued and outstanding	3,586,104	706,683	282,782

XML

Equity (Details) - Schedule of Issued and Outstanding Share Capital	6 Months Ended
	Jun. 30, 2024 shares
Disclosure of classes of share capital [line items]
Balance at January 1, 2024	706,683
Issuance of share capital – in respect of Standby Equity Purchase Agreement (Note 6j)	980,452
Shares issued to consultants (Note 6e)	5,869
Issuance of share in respect of exercise of pre-funded October 2023 Warrants (Note 6i)	1,893,100
Balance at June 30, 2024	3,586,104

XML

Additional Information to the Items of Profit or Loss (Details) - Schedule of Additional Information to the Items of Profit or Loss - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	$ 841	$ 781	$ 1,641
General and administrative expenses	2,632	2,921	5,031
Wages and related expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	224	202	392
General and administrative expenses	311	217	415
Share-based payment [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	8	23	34
General and administrative expenses	8	45	68
Clinical studies [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	117	145	254
Regulatory, professional and other expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	386	366	719
Research and preclinical studies [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	100	45	101
Chemistry and formulations [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
Research and development expenses	6		141
Professional and directors’ fees [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	1,670	1,366	2,594
Business development expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	53	38	86
Office maintenance, rent and other expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	68	48	110
Investor relations and business expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	57	310	369
Wellution operating expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	101	107	145
Amazon Fees [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	297	686	1,042
Regulatory expenses [Member]
Schedule of Additional Information to the Items of Profit or Loss [Abstract]
General and administrative expenses	$ 67	$ 104	$ 202

XML

Events After the Reporting Period (Details) $ in Thousands, $ in Millions					2 Months Ended
	Sep. 26, 2024 USD ($)	Aug. 13, 2024 USD ($)	Jul. 08, 2024 USD ($) shares	Jul. 08, 2024 CAD ($)	Sep. 17, 2024 USD ($) shares	Jul. 08, 2024 CAD ($) shares
Subsequent Events [Member]
Events After the Reporting Date [Line Items]
Proceeds from ordinary shares					$ 3,576
Royalties		$ 3,000
Subsequent Events [Member] | Miza [Member]
Events After the Reporting Date [Line Items]
Enterprise value			$ 3,300	$ 4.5
Cash position			$ 1,000
Ordinary shares (in Shares) | shares			48,000,000			48,000,000
Subsequent Events [Member] | SciSparc [Member]
Events After the Reporting Date [Line Items]
Assets			$ 11,600			$ 15.8
Subsequent Events [Member] | SciSparc [Member] | Bottom of range [member]
Events After the Reporting Date [Line Items]
Stakeholder's entity range			75.00%			75.00%
Subsequent Events [Member] | SciSparc [Member] | Top of range [member]
Events After the Reporting Date [Line Items]
Stakeholder's entity range			84.53%			84.53%
Subsequent Events [Member] | SEPA [Member]
Events After the Reporting Date [Line Items]
Ordinary shares (in Shares) | shares					4,817,626
Subsequent Events [Member] | Common shares [Member]
Events After the Reporting Date [Line Items]
Ordinary shares (in Shares) | shares			63,300,000			63,300,000
Forecast [Member]
Events After the Reporting Date [Line Items]
Issued and outstanding shares percentage	52.73%
Ownership percentage	27.00%
Cash consideration received	$ 700
Number of shares valuation	$ 8,000
Forecast [Member] | SciSparc [Member]
Events After the Reporting Date [Line Items]
Ownership percentage	73.00%
Cash consideration received	$ 700
Forecast [Member] | SciSparc [Member] | Bottom of range [member]
Events After the Reporting Date [Line Items]
Consideration paid	5,000
Forecast [Member] | SciSparc [Member] | Top of range [member]
Events After the Reporting Date [Line Items]
Consideration paid	7,000
Forecast [Member] | MitoCareX [Member]
Events After the Reporting Date [Line Items]
Number of shares valuation	$ 5,000