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 it signed a merger agreement
(the “Agreement”) with AutoMax Motors Ltd. (“AutoMax”), a leading
vehicle importer company in Israel.
According to the Agreement, the Company will
acquire 100% of AutoMax and establish a new wholly-owned Israeli
subsidiary, which would in turn merge with and into AutoMax (the
“Acquisition”). Following the Acquisition, it is contemplated that
SciSparc shareholders will hold together approximately 50.01% of
the share capital of the post-closing combined company (the
“Combined Company”).
The Acquisition follows the Company’s
announcement in June 2022, in which the Company’s board of
directors resolved to review potential strategic transactions to
maximize shareholder value. The Company's ongoing business
operations, including its late-stage pharmaceutical segment, will
continue to operate.
As a result of the Acquisition, all outstanding
shares of AutoMax will be converted into the right to receive
ordinary shares of SciSparc. Following the closing, it is
contemplated that AutoMax’s equity holders will hold together
approximately 49.99%, subject to adjustments, of the Combined
Company’s share capital. At the closing of the Acquisition,
SciSparc has committed to hold at least $4.25 million in net
cash.
The Acquisition is subject to various approvals,
including compliance with any regulatory requirements, including
certain Israeli court approvals and SciSparc and AutoMax
shareholder approvals. Mr. Amitai Weiss, the chairman of SciSparc,
is also the chairman of AutoMax.
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.
About AutoMax Motors Ltd.
AutoMax is involved in parallel importation and
marketing of various private vehicle products in Israel through
Global AutoMax. This includes a diverse range of vehicles such as
small family cars, crossover vehicles, executive cars, SUVs,
premium vehicles, work vehicles, and vehicles adapted for the
disabled. Additionally, AutoMax directly imports and markets buses
manufactured by Temsa in Israel through its subsidiary, Delhom
AutoMax Ltd. Furthermore, AutoMax engages in the buying and selling
of used vehicles (trade-in) through AutoMax Trade-in Ltd.
Important Information About the
Acquisition for Investors and Shareholders
This communication may be deemed to be
solicitation material in respect of the proposed transaction
between SciSparc and AutoMax. In connection with the proposed
transaction between SciSparc and AutoMax, SciSparc will file a
registration statement on Form F-4 and a proxy statement with the
United States Securities and Exchange Commission (“SEC”). This
communication is not a substitute for the registration statement or
proxy statement or any other documents that SciSparc may file with
the SEC or send to SciSparc shareholders in connection with the
proposed transaction. Before making any voting decision, investors
and securityholders are urged to read the registration statement
and proxy statement and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction and related
matters.
Investors and securityholders may obtain free
copies of the registration statement, proxy statement and all other
documents filed or that will be filed with the SEC regarding the
proposed transaction at the website maintained by the SEC
at www.sec.gov. Once filed, the registration statement and the
proxy statement will be available free of charge on SciSparc’s
website at scisparc.com or by contacting SciSparc’s Investor
Relations by email at IR@scisparc.com or by phone at
+972-3-6167055.
Participants in the
Solicitation.
SciSparc, AutoMax and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the holders of SciSparc’s ordinary
shares in connection with the proposed transaction. Information
about SciSparc’s directors and executive officers is set forth in
SciSparc’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2023, which was filed with the SEC on April 1, 2024,
and in subsequent filings made by SciSparc with the SEC. Other
information regarding the interests of such individuals, as well as
information regarding AutoMax’s directors and executive officers
and other persons who may be deemed participants in the proposed
transaction, will be set forth in the proxy statement, which will
be filed with the SEC. You may obtain free copies of these
documents as described in the preceding paragraph.
This communication shall not constitute an offer
to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
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 risk related to
SciSparc’s and AutoMax’s ability to complete the merger on the
proposed terms and schedule, including risks and uncertainties
related to the satisfaction of the closing conditions related to
the Agreement and risks and uncertainties related to the failure to
timely, or at all, obtain shareholder approval for the transaction;
the execution of definitive agreements; the uncertain and
time-consuming court approval process; risks related to the
satisfaction of the closing conditions related to the financing;
risks related to the combined company’s ability to correctly manage
its operating expenses; risks related to the market price of the
Company’s ordinary shares relative to the exchange ratio;
unexpected costs, charges or expenses resulting from the
transaction and potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed Merger; risks related to the combined company’s
commercialization, marketing and manufacturing capabilities and
strategy; risks related to the combined company’s ability to
protect its intellectual property position; and the requirement for
additional capital to continue to advance the combined company’s
operations, which may not be available on favorable terms or
available at all. In addition, there can be no assurance that the
Company will be able to complete the transactions contemplated by
the Merger or related transactions. Because such statements deal
with future events and are based on the Company’s current
expectations, they are subject to various risks and uncertainties
and actual results, performance or achievements of the Company
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 April 1, 2024, and in subsequent filings
with the SEC. 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.
Contact Information
Michal Efraty
IR Manager IR@scisparc.comTel: +972-3-6167055
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