SciSparc Provides Updates Regarding the Non-Binding Letter of Intent to Acquire Leading Vehicle Importer Company in Israel
07 Diciembre 2023 - 8:05AM
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 updates regarding the negotiation
following the signing of a non-binding letter of intent ("LOI")
with a leading vehicle importer company in Israel (the "Target
Company"), on November 22, 2023. According to the new negotiated
terms, the Company will acquire 100% of the Target Company and will
establish a new wholly-owned Israeli subsidiary, which would in
turn merge with and into the Target Company (the “Acquisition”).
Following the Acquisition, it is contemplated that SciSparc
shareholders will hold approximately 50.01% of the share capital of
the post-closing combined company (the “Combined Company”),
compared to 20%, as reflected in the previous announcement.
The proposed Acquisition follows the Company’s
announcement in June 2022, in which the board of directors resolved
to review potential strategic transactions to maximize shareholder
value.
The Target Company is a leading vehicle importer
in Israel. Its revenues for the first half of 2023 amounted to over
$52 million1.
As a result of the Acquisition, 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.
Following the closing, it is contemplated the
Target Company’s equity holders will hold approximately 49.99%
(subject to adjustments) of the Combined Company’s share
capital.
The Acquisition is subject to the successful
completion of due diligence by both parties, the execution of
binding definitive agreements with respect to the Acquisition 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 Acquisition and
the completion of the Acquisition. The Company may not enter into a
definitive agreement for the Acquisition or complete the
Acquisition, 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.com Tel: +972-3-6167055
______________________________________
1 Based on the NIS- US dollar exchange rate as of
June 30, 2023
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