Exhibit 99.1

December 31, 2025

Dear SciSparc Ltd. Shareholders:

We cordially invite you to attend the Special General Meeting of Shareholders of SciSparc Ltd. (the “Meeting”), to be held on Wednesday, February 4, 2026 at 3:00 p.m. (Israel time), at the Company’s offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

At the Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Special General Meeting of Shareholders (the “Notice”). Our board of directors recommends that you vote FOR the proposals listed in the Notice.

Only shareholders of record at the close of business on Friday, January 9, 2026 are entitled to notice of and to vote at the Meeting.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the enclosed Notice and the accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card.

We look forward to greeting as many of you as can attend the Meeting.

Notice of Special General Meeting of Shareholders

To be Held on February 4, 2026

Dear SciSparc Ltd. Shareholders:

We cordially invite you to attend the Special General Meeting of Shareholders (the “Meeting”) of SciSparc Ltd. (the “Company”), to be held on Wednesday, February 4, 2026 at 3:00 p.m. (Israel time), at the Company’s offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

The following matters (the “Proposals”) are on the agenda for the Meeting:

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Friday, January 9, 2026, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.

You can vote your ordinary shares by attending the Meeting or by completing and signing the proxy card to be distributed with the proxy statement. If you hold ordinary shares through a bank, broker or other nominee (i.e., in “street name”) which is one of our shareholders of record at the close of business on Friday, January 9, 2026, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions to your bank, broker or nominee by phone or via the Internet. Please be certain to have your control number from your voting instruction form ready for use in providing your voting instructions. If you hold your ordinary shares in “street name,” you must obtain a legal proxy from the record holder to enable you to participate in and to vote your ordinary shares at the Meeting (or to appoint a proxy to do so).

Our Board recommends that you vote FOR the above Proposals, which are described in the proxy statement.

The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 15% of the voting power of the Company’s ordinary shares constitutes a quorum for purposes of the Meeting. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Thursday, February 5, 2026, at 3:00 p.m. (Israel time). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares) will constitute a quorum.

The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israeli Companies Law, 5759-1999, is Wednesday, January 7, 2026. A copy of the proxy statement (which includes the full version of the proposed resolutions) and a proxy card is being made available to shareholders and also furnished to the U.S. Securities and Exchange Commission, pursuant to a Report of Foreign Private Issuer on Form 6-K. Shareholders are also able to review the proxy statement at the “Investors” portion of our website, https://investor.scisparc.com or at our offices at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, upon prior notice and during regular working hours (telephone number: +972-3-7175777) until the date of the Meeting.

Whether or not you plan to attend the Meeting, it is important that your ordinary shares be represented and voted at the Meeting. Accordingly, after reading the Notice of Special General Meeting of Shareholders and the proxy statement, please sign, date and mail the proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. If voting by mail, the proxy card must be received by no later than 11:59 p.m. EST, Tuesday, February 3, 2026 to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions will be provided both in the proxy statement and in the proxy card.

Proxy Statement

Special General Meeting of Shareholders

To Be Held on February 4, 2026

This proxy statement is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”) of SciSparc Ltd. (the “Company” or “SciSparc”) to be voted at a Special General Meeting of Shareholders (the “Meeting”), and at any adjournment or postponement thereof, pursuant to the accompanying Notice of Special General Meeting of Shareholders (the “Notice”). The Meeting will be held on Wednesday, February 4, 2026, at 3:00 p.m. (Israel time), at the Company’s offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel.

This proxy statement, the attached Notice and the enclosed proxy card or voting instruction form are being made available to holders of SciSparc’s ordinary shares, beginning January 9, 2026.

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Friday, January 9, 2026, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your ordinary shares by attending the Meeting or by following the instructions under “How You Can Vote” below. Our Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.

Agenda Items

The following matters (the “Proposals”) are on the agenda for the Meeting:

We are not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment and the recommendation of the Board.

Board Recommendation

Our Board unanimously recommends that you vote “FOR” the above Proposals.

Quorum and Adjournment

As of December 30, 2025, we had a total of 3,288,998 ordinary shares issued and outstanding. Each ordinary share outstanding as of the close of business on Friday, January 9, 2026, is entitled to one vote on each Proposal to be presented at the Meeting. Under our amended and restated articles of association, currently in effect (the “Articles”), the Meeting will be properly convened if at least two shareholders attend the Meeting in person or sign and return proxies, provided that they hold ordinary shares representing at least 15% of our voting power. If such quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Thursday, February 5, 2026 at 3:00 p.m. (Israel time). At such adjourned meeting the presence of at least one or more shareholders in person or by proxy (regardless of the voting power represented by their ordinary shares) will constitute a quorum.

Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding ordinary shares for a beneficial owner attends the Meeting but does not vote on a particular Proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Brokers that hold ordinary shares in “street name” for clients (as described below) typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. Proposal No. 3 relating to the appointment of the Company’s independent registered public accounting firm until the next annual general meeting of shareholders is the only item on the agenda that may be considered routine under applicable guidance for U.S. companies; however, we cannot be certain whether this will be treated as a routine matter since our proxy statement is prepared in compliance with the Israeli Companies Law 5759-1999 (the “Companies Law”), rather than the rules applicable to domestic U.S. reporting companies. Therefore, it is important for a shareholder that holds ordinary shares through a bank or broker to instruct its bank or broker how to vote its ordinary shares, if the shareholder wants its ordinary shares to count for the Proposals.

Vote Required for Approval of the Proposals

The affirmative vote of the holders of a majority of the voting power represented and voting in person or by proxy is required to approve each of the Proposals. Abstentions and broker non-votes are not considered as having been voted on the Proposals and, therefore, will have no impact on the outcome on the Proposals.

The approval of Proposal No. 1 is subject to the fulfillment of one of the following additional voting requirements: (i) the majority of the ordinary shares that are voted at the Meeting in favor of the Proposal, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders or do not have a personal interest in the approval of the Proposal (each, an “Interested Shareholder”); or (ii) the total number of ordinary shares of the shareholders mentioned in clause (i) above that are voted against the Proposal does not exceed two percent (2%) of the total voting rights in the Company.

For this purpose, a “controlling shareholder” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company. A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. A “personal interest” of a shareholder in an action or transaction of a company includes a personal interest of any of the shareholder’s relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as defined above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company. For the purpose of Proposal No. 1, the term controlling shareholder shall also include a person who holds 25% or more of the voting rights in the general meeting of the company if there is no other person who holds more than 50% of the voting rights in the company; for the purpose of a holding, two or more persons holding voting rights in the company each of which has a personal interest in the approval of the transaction being brought for approval of the company will be considered to be joint holders.

Under Israeli law, every voting shareholder is required to notify the Company whether such shareholder is an Interested Shareholder. To avoid confusion, every shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet voting, will be deemed to confirm that such shareholder is NOT an Interested Shareholder. If you are an Interested Shareholder (in which case your vote will only count for or against the ordinary majority, and not for or against the special tally under Proposal No. 1), please notify Mr. Oz Adler, Chief Executive Officer, 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, telephone: : +972-3-7175777, or by email oz@scisparc.com. If your ordinary shares are held in “street name” by your broker, bank or other nominee and you are an Interested Shareholder, you should notify your broker, bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.

In connection with Proposal No. 1, the Companies Law allows the Board to approve such proposal even if the general meeting of shareholders has voted against its approval, provided that the Company’s compensation committee, and thereafter the Board, each determines to approve it, based on detailed arguments, and after having reconsidered the matter.

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Friday, January 9, 2026, personally or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date. You can vote your ordinary shares by attending the Meeting or by following the instructions under “How You Can Vote” below. The Board urges you to vote your ordinary shares so that they will be counted at the Meeting or at any postponements or adjournments of the Meeting.

Apart from for the purpose of determining a quorum, broker non-votes will not be counted as present and are not entitled to vote. Abstentions will not be treated as either a vote “FOR” or “AGAINST” a matter.

How You Can Vote

You can vote either in person at the Meeting or by authorizing another person as your proxy, whether or not you attend the Meeting. You may vote in any of the manners below:

 

●

By telephone — If you are a shareholder of record, you can submit a proxy by telephone by calling the toll-free number listed on the enclosed proxy card, entering your control number located on the enclosed proxy card and following the prompts. If you hold shares in “street name,” and if the brokerage firm, bank or other similar organization that holds your shares offers telephone voting, you may follow the instructions shown on the enclosed voting instruction form in order to submit a proxy by telephone; or

Registered Holders

If you are a shareholder of record whose ordinary shares are registered directly in your name with our transfer agent, VStock Transfer LLC, you can vote your ordinary shares by attending the Meeting or by completing and signing a proxy card. In such case, these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the individuals listed as proxies on the proxy card or to vote in person at the Meeting. Please follow the instructions on the proxy card. You may change your mind and cancel your proxy card by sending us a written notice, by signing and returning a proxy card with a later date, or by voting in person or by proxy at the Meeting. We will not be able to count a proxy card from a registered holder unless we receive it at our offices at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, or VStock Transfer LLC, at 18 Lafayette Place, Woodmere, New York 11598 receives it in the enclosed envelope no later than 11:59 p.m. EST on Tuesday, February 3, 2026.

If you provide specific instructions (by marking a box) with regard to any of the Proposals, your ordinary shares will be voted as you instruct. If you sign and return your proxy card or voting instruction form without giving specific instructions your ordinary shares will be voted in favor of the Proposals in accordance with the recommendation of the Board. The persons named as proxies in the enclosed proxy card will vote in their discretion on any other matters that properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 30 of the Articles.

Beneficial Owners

If you are a beneficial owner of the ordinary shares held in a brokerage account or by a trustee or nominee, these proxy materials are being forwarded to you together with a voting instruction form by the broker, trustee or nominee or an agent hired by the broker, trustee or nominee. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the Meeting.

Because a beneficial owner is not a shareholder of record, you may not vote those ordinary shares directly at the Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your ordinary shares, giving you the right to vote the ordinary shares at the Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your ordinary shares.

Who Can Vote

You are entitled to receive notice of, and vote at, the Meeting if you are a shareholder of record at the close of business on Friday, January 9, 2026, in person or through a broker, trustee or other nominee that is one of our shareholders of record at such time, or which appear in the participant listing of a securities depository on that date.

Revocation of Proxies

Shareholders of record may revoke the authority granted by their execution of proxies at any time before the effective exercise thereof by filing with us a written notice of revocation or duly executed proxy bearing a later date, or by voting in person at the Meeting. A shareholder who holds shares in “street name” should follow the directions of, or contact, the bank, broker or nominee if he, she or it desires to revoke or modify previously submitted voting instructions.

Solicitation of Proxies

Proxies are being made available to shareholders beginning January 9, 2026. Certain officers, directors, employees and agents of SciSparc may solicit proxies by telephone, emails, or other personal contact. We will bear the cost for the solicitation of the proxies, including postage, printing, and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of ordinary shares.

Voting Results

The final voting results will be tallied by the Company based on the information provided by VStock Transfer LLC or otherwise, and the overall results of the Meeting will be published following the Meeting on a Report of Foreign Private Issuer on Form 6-K that will be furnished to the U.S. Securities and Exchange Commission (the “SEC”).

Availability of Proxy Materials

Copies of the proxy card, the Notice and this proxy statement are available at the SEC’s website at www.sec.gov and at the Investors section of our website, https://investor.scisparc.com. The contents of that website are not a part of this proxy statement. In addition, shareholders of record who wish to receive by post-mail copies of the proxy materials, may contact the Company directly at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel, Attn: Oz Adler, Chief Executive Officer, telephone number: +972-3-7175777.

PROPOSAL 1

APPROVAL OF THE GRANT OF AN EQUITY AWARD TO THE COMPANY’S CHIEF EXECUTIVE OFFICER

Background

Under the Companies Law, as a public Israeli company, we are generally required to obtain the approval of our compensation committee, our Board and our shareholders, in that order, for any arrangements regarding the compensation of our Chief Executive Officer, Mr. Oz Adler, whom we refer to as our CEO.

Mr. Adler has been the Company’s CEO since January 2022. The last grant to Mr. Adler occurred on August 8, 2024, when he was granted 9,524 (as adjusted following previous reverse share splits) restricted share units (“RSUs”) subject to an eight quarter vesting schedule.

The compensation committee firmly believes that our CEO’s compensation program should reward actions and behaviors that drive shareholder value creation. The compensation committee aims to foster those objectives through compensatory measures that emphasize variable, performance-based incentives that create a balanced focus on both our short-term and long-term financial, operational and strategic goals. Accordingly, on December 18, 2025, the compensation committee and the Board, respectively, approved a proposed equity award to our CEO, comprised of 90,000 RSUs.

The compensation committee believes that the proposed grant fulfills the following performance-based compensation principles in order to:

At the Meeting, shareholders will be asked to approve a grant of 90,000 RSUs to the Company’s CEO, each representing the right to receive one ordinary share, with a fair value of approximately $200,700 (the “CEO Award”). The CEO Award complies with our Compensation Policy for Officers and Directors (the “Compensation Policy”). Subject to the CEO’s continued employment by the Company, 12.5% of the RSUs will vest at the end of each quarter following the vesting commencement date, over the course of two years. Unless otherwise stated, the terms of the CEO Award are subject to the SciSparc Share Incentive Plan (2023) (the “Plan”). The CEO Award shall be granted in accordance with Section 102 of the Israeli Income Tax Ordinance (New Version), 1961, as amended, and the regulations promulgated thereunder, under the capital gains track though a trustee (“Section 102 of the Tax Ordinance”).

Proposal

It is proposed that the following resolution be adopted at the Meeting:

“RESOLVED, to approve the grant of an equity award to the Company’s Chief Executive Officer, in such amount and with such terms and conditions (including vesting terms), as set forth in Proposal No. 1 of the Proxy Statement for the Meeting, dated December 31, 2025.”

Vote Required

See “Vote Required for Approval of the Proposals” above.

Board Recommendation

The Board unanimously recommends a vote “FOR” the foregoing resolution approving the grant of an equity award to our CEO. 

PROPOSAL 2 
APPROVAL OF THE GRANT OF EQUITY AWARDS TO THE COMPANY’S DIRECTORS, INCLUDING THE PRESIDENT AND THE CHAIRMAN OF THE BOARD

Background

Under the Companies Law, the terms of compensation of directors, including equity-based compensation, generally require the approval of the compensation committee, board of directors and shareholders, in that order.

Our compensation committee and Board determined to approve, subject to shareholder approval, the grant of 45,000 RSUs to each of our non-executive directors: Ms. Liat Sidi, Mr. Lior Vider, Mr. Moshe Revach, Mr. Alon Dayan, and Mr. Amnon Ben Shay (the “Non-Executive Directors”) and the grant of 90,000 RSUs to each of Mr. Itschak Shrem, the chairman of the board (the “Chairman”), and Amitay Weiss, the president of the Company (the “President”) (collectively the “Directors’ Awards”).

At the Meeting, shareholders will be asked to approve a grant of 45,000 RSUs, each representing the right to receive one ordinary share, to each of the Non-Executive Directors, with a fair value of approximately $66,900 each and an approximate total fair value of $334,500, and a grant of 90,000 RSUs, each representing the right to receive one ordinary share, to each of the Chairman and the President, with a fair value of approximately $200,700 each. The Directors’ Awards comply with our Compensation Policy. Subject to each director’s continued engagement by the Company, 12.5% of the RSUs will vest at the end of each following the vesting commencement date, over the course of two years. Unless otherwise stated, the terms of the Directors’ Awards are subject to the Plan. The Directors’ Awards shall be granted in accordance with Section 102 of the Tax Ordinance.

In approving the Directors’ Awards our compensation committee and our Board considered the directors’ equity interests in the Company, the alignment of their interests with those of the Company, and the desire to encourage them to continue contributing their talent and time as directors, and as Chairman and President.

Proposal

It is proposed that the following resolution be adopted at the Meeting:

“RESOLVED, to approve the grant of equity awards to the Company’s directors, including the Chairman and the President, in such amounts and with such terms and conditions, as set forth in Proposal No. 2 of the Proxy Statement for the Meeting, dated December 31, 2025.”

Vote Required

See “Vote Required for Approval of the Proposals” above.

Board Recommendation

The Board unanimously recommends that you vote “FOR” the approval of the grant of equity awards to our directors, including the Chairman and the President.

PROPOSAL 3

APPOINTMENT OF INDEPENDENT AUDITORS
AND AUTHORIZATION OF THE BOARD TO FIX THEIR REMUNERATION

Background

Our audit committee and Board have approved the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as our independent registered public accounting firm for the year ending December 31, 2025 and until the next annual general meeting of shareholders, subject to the approval of our shareholders. Brightman Almagor Zohar & Co. has no relationship with the Company or with any affiliate of the Company except as independent auditors.

Until the date of the Meeting, Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global (“EY”) will act as our independent registered public accounting firm. Following the recommendation by the Company’s audit committee and the Board, it is proposed that Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, be appointed as the independent auditors of the Company for the year ending December 31, 2025 and until the next annual general meeting of shareholders.

The audit report of EY on the Company’s consolidated financial statements as of and for the two years ended December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that EY's reports for the fiscal years ended December 31, 2024 and 2023, included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

In connection with the audits of the Company's financial statements for each of the two fiscal years ended December 31, 2024 and subsequent interim period through the date of the cessation of EY’s services, there were no disagreements with EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their report on the Company’s financial statements

For information regarding the total compensation that was paid by the Company and its subsidiaries to EY its current independent auditors, please see Item 16C of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 24, 2025 (the “Annual Report”).

Proposal

It is proposed that the following resolution be adopted at the Meeting:

“RESOLVED, to appoint Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as the Company’s independent registered public accounting firm for the year ending December 31, 2025 and until the next annual general meeting of shareholders, and to authorize the Company’s board of directors (with power of delegation to its audit committee) to set the fees to be paid to such auditors in accordance with the volume and nature of their services.”

Vote Required

See “Vote Required for Approval of the Proposals” above.

Board Recommendation

The Board recommends a vote “FOR” the approval of the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as our independent registered public accounting firm for the year ending December 31, 2025 and until the next annual general meeting of shareholders.

OTHER BUSINESS

The Board is not aware of any other matters that may be presented at the Meeting other than those described in this proxy statement. If any other matters do properly come before the Meeting, including the authority to adjourn the Meeting pursuant to Article 16 of the Articles, it is intended that the persons named as proxies will vote, pursuant to their discretionary authority, according to their best judgment in the interest of the Company.

ADDITIONAL INFORMATION

The Company’s Annual Report is available for viewing and downloading on the SEC’s website at www.sec.gov as well as under the Investors section of the Company’s website at https://investor.scisparc.com.

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this proxy statement should not be taken as an admission that the Company is subject to those proxy rules.

Dated: December 31, 2025