SciSparc Signs Non-Binding Letter of Intent to Merge with Leading Vehicle Importer Company in Israel
2023年11月22日 - 9:42PM
SciSparc Ltd. (Nasdaq: SPRC) ("Company" or "SciSparc"), a specialty
clinical-stage pharmaceutical company focusing on the development
of therapies to treat disorders and rare diseases of the central
nervous system, announced today the signing of a non-binding letter
of intent to merge with a leading vehicle importer company in
Israel (the "Target Company"). This merger (the “Merger) is
expected to be consummated by means of a reverse triangular merger,
pursuant to which SciSparc will establish a new wholly-owned
Israeli subsidiary, which would in turn merge with and into the
Target Company, leaving the Target Company as the surviving
company. It is contemplated that upon the successful completion of
the Merger, SciSparc will transfer its technologies and product
candidates pertaining to pharmaceutical activities, with all
associated obligations and liabilities, to a separate legal entity
(“NewCo”). SciSparc will explore the possible distribution of NewCo
shares as dividend in kind to its shareholders.
The proposed Merger outlines a comprehensive
business combination that will result in the Target Company
becoming a wholly-owned subsidiary of SciSparc. The proposed Merger
follows the Company’s announcement in June 2022, in which the board
of directors resolved to review potential strategic transactions to
maximize shareholder value.
Following the closing of the Merger (the
“Closing”), it is expected that the combined company formed as a
result of the Merger (the “Combined Company”) will continue to
trade on the Nasdaq Capital Market under a new name to be agreed
upon by both parties.
As a result of the Merger, all outstanding
shares of the Target Company will be converted into the right to
receive ordinary shares of SciSparc and any warrants issued by the
Target Company will be converted into the right to receive warrants
of SciSparc, provided however that no equity holder of the
Target Company shall beneficially own in excess of 9.99% of the
Combined Company’s outstanding share capital immediately after the
Closing and such equity holder shall be issued pre-funded warrants
to purchase ordinary shares of SciSparc in lieu of SciSparc
ordinary shares.
Following the Closing and the contemplated
closing of a concurrent financing round, the Target Company’s
equity holders will hold approximately 80% of the Combined
Company’s share capital. In the event that the Target Company
secures a direct import license pursuant to which the Target
Company sells at least 100 vehicles before 36 months lapse from the
date of the Closing, the Target Company equity holders as of the
date of the Closing will be entitled to receive additional ordinary
shares representing in total 7% of the Combined Company’s
outstanding share capital immediately following the Closing. Upon
Closing, the Combined Company shall transfer an amount of not less
than $3 million in cash to the Target Company.
The Target Company is a leading vehicle importer
in Israel. Its revenues for the first half of 2023 amounted to over
$52 million1.
The Merger is subject to the successful
completion of due diligence by both parties, the execution of
binding definitive agreements with respect to the Merger and
compliance with any regulatory requirements and approvals,
including approvals by the shareholders of SciSparc and the Target
Company and certain Israeli court approvals.
About SciSparc Ltd. (Nasdaq:
SPRC):
SciSparc Ltd. is a specialty clinical-stage
pharmaceutical company led by an experienced team of senior
executives and scientists. SciSparc’s focus is on creating and
enhancing a portfolio of technologies and assets based on
cannabinoid pharmaceuticals. With this focus, the Company is
currently engaged in the following drug development programs based
on THC and/or non-psychoactive CBD: SCI-110 for the treatment of
Tourette Syndrome, for the treatment of Alzheimer's disease and
agitation; SCI-160 for the treatment of pain; and SCI-210 for the
treatment of ASD and status epilepticus. The Company also owns a
controlling interest in a subsidiary whose business focuses on the
sale of hemp seeds oil-based products on Amazon Marketplace.
Forward-Looking Statements:
This press release contains forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. For example, SciSparc is using
forward-looking statements when it discusses the execution of
binding definitive agreements with respect to the Merger, the
completion of the Merger, the transfer of technologies and product
candidates pertaining to pharmaceutical activities to a separate
legal entity, the possible distribution of shares as dividend in
kind to its shareholders and the scale-up revenues. The Company may
not enter into a definitive agreement for the Merger, complete the
Merger or pay any dividends, or even if it does, they may not
maximize shareholder value or scale up profitable revenues. Because
such statements deal with future events and are based on SciSparc's
current expectations, they are subject to various risks and
uncertainties and actual results, performance or achievements of
SciSparc could differ materially from those described in or implied
by the statements in this press release. The forward-looking
statements contained or implied in this press release are subject
to other risks and uncertainties, including those discussed under
the heading "Risk Factors" in SciSparc's Annual Report on Form 20-F
filed with the SEC on May 1, 2023, and in subsequent filings
with the U.S. Securities and Exchange Commission. Except as
otherwise required by law, SciSparc disclaims any intention or
obligation to update or revise any forward-looking statements,
which speak only as of the date they were made, whether as a result
of new information, future events or circumstances or
otherwise.
Investor Contact:IR@scisparc.comTel: +972-3-6167055
1 Based on the NIS- US dollar exchange rate as of June
30, 2023
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