SciSparc Adopts Limited Duration Shareholder Rights Plan
28 Noviembre 2023 - 7:55AM
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 that its Board of Directors (the
“Board”) has unanimously adopted a limited duration shareholder
rights plan (the "Rights Plan"), effective immediately.
“Today we announced exciting positive results
from our weight loss and metabolic disorder program with our
proprietary psychedelic-based treatment,” said Oz Adler, SciSparc’s
Chief Executive Officer. “Unfortunately, SciSparc, like many other
clinical-stage pharmaceutical companies, continues to experience a
significant and ongoing dislocation in the trading price of its
ordinary shares. The adoption of the Rights Plan is intended to
protect the long-term interests of SciSparc and all of our
shareholders and enable them to realize the full potential value of
their investment in the Company. The Rights Plan is designed to
reduce the likelihood that any entity, person or group would gain
control of, or significant influence over SciSparc, through the
open-market accumulation of the Company’s shares without
appropriately compensating all SciSparc shareholders for control,”
concluded Mr. Adler.
The Board did not adopt the Rights Plan in
response to a specific takeover threat. The Rights Plan is not
intended to prevent or interfere with any action with respect to
SciSparc that the Board determines to be in the best interests of
the Company and its shareholders. Instead, it will position the
Board to fulfill its fiduciary duties on behalf of all shareholders
by ensuring that the Board has sufficient time to make informed
judgments about any attempts to control or significantly influence
SciSparc. The Rights Plan will encourage anyone seeking to gain a
significant interest in SciSparc to negotiate directly with the
Board prior to attempting to control or significantly influence the
Company.
The Rights Plan is similar to those adopted by
other publicly traded companies, and does not contain any
dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future Board to redeem the rights. Pursuant to the
Rights Plan, SciSparc will issue one special purchase right for
each ordinary share outstanding as of the close of business on
December 8, 2023. While the Rights Plan is effective immediately,
the rights generally would become exercisable only if an entity,
person or group acquires beneficial ownership of 10% or more of
SciSparc’s outstanding ordinary shares in a transaction not
approved by the Company’s Board.
In that situation, each holder of a right (other
than the acquiring entity, person or group) will have the right to
purchase one ordinary share at a purchase price of $0.001 per
share. In addition, at any time after an entity, person or group
acquires 10% or more of the Company’s ordinary shares, the
Company’s Board of Directors may exchange one ordinary share of the
Company for each outstanding right (other than rights owned by such
entity, person or group, which would have become void).
The Rights Plan has a 364-day term, expiring on
November 27, 2024.
Meitar Law Offices is serving as legal counsel
to SciSparc.
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 intended
protection by the Rights Plan of the long-term interests of
SciSparc and all of SciSparc’s shareholders and realization of the
full potential value of shareholders’ investment in the Company.
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.com Tel: +972-3-6167055
SciSparc (NASDAQ:SPRC)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
SciSparc (NASDAQ:SPRC)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024