Form 425 - Prospectuses and communications, business combinations
August 14 2024 - 5:07PM
Edgar (US Regulatory)
Filed by SciSparc Ltd. pursuant to
Rule 425 under the Securities Act of 1933, as amended
Subject Company: AutoMax
Motors Ltd.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August 2024 (Report No. 3)
Commission file number: 001-38041
SCISPARC LTD.
(Translation of registrant’s name into English)
20 Raul Wallenberg Street, Tower A,
Tel Aviv 6971916 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
CONTENTS
Addendum to Merger Agreement
On August 14, 2024, SciSparc
Ltd. (the “Company”) entered into an addendum (the “Addendum”) to the Agreement and Plan of Merger previously
announced by the Company on April 11, 2024 (the “Merger Agreement”) with AutoMax Motors Ltd. (“AutoMax”) and SciSparc
Merger Sub Ltd. Pursuant to the Addendum, the right to terminate the Merger Agreement if the merger was not consummated by August 30,
2024, was deferred to November 30, 2024.
Press Release
On August 14, 2024, the Company
issued a press release updating about developments relating to the Merger Agreement. The press release contains statements intended as
“forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.
The press release is attached hereto as Exhibit 99.1.
This Report of Foreign Private
Issuer on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File Nos. 333-275305, 333-269839, 333-266047, 333-233417, 333-248670 and 333-255408)
and on Form S-8 (File Nos. 333-278437 and 333-225773)
filed with the Securities and Exchange Commission to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SciSparc Ltd. |
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Date: August 14, 2024 |
By: |
/s/ Oz Adler |
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Name: |
Oz Adler |
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Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1611746/000121390024069148/ex99-1_001.jpg)
SciSparc Updates Regarding the Status of the AutoMax Merger
SciSparc provides investors with an update regarding
the status of the merger agreement with AutoMax, including the court’s approval of AutoMax’s petition to convene special class
meetings of its shareholders to approve the Merger with the Company
TEL AVIV, Israel, Aug. 14, 2024 (GLOBE NEWSWIRE) -- 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 progress with its previously-announced Agreement
and Plan of Merger (the “Merger Agreement”) with AutoMax Motors Ltd. (“AutoMax”) and SciSparc Merger Sub Ltd.
The Jerusalem District Court in Israel (the “Court”) has approved AutoMax’s petition to convene special class meetings
of its shareholders to approve the merger with the Company. This approval follows AutoMax’s petition submitted to the Court to approve
convening a special meeting of AutoMax’s shareholders in order to approve the Merger.
In addition, on August 14, the Company entered into an addendum (the
“Addendum”) to the Merger Agreement with AutoMax and SciSparc Merger Sub Ltd. Pursuant to the Addendum, the right to terminate
the Merger Agreement if the merger was not consummated by August 30, 2024, was deferred to November 30, 2024.
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 cannabidiol: 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 autism 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 the Amazon.com 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 describes the Court’s approval of AutoMax’s petition to convene
special class meetings of its shareholders to approve the merger. Since such statements deal with future events and are based on SciSparc’s
current expectations, they are subject to various risks and uncertainties related to the Company’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 Merger Agreement and risks and uncertainties related to the failure to timely, or at all, obtain shareholder approval for the transaction.
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 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
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