SciSparc Announces 1-for-21 Reverse Share Split

Rhea-AI Summary

SciSparc (Nasdaq: SPRC), a clinical-stage pharmaceutical company focused on central nervous system disorders, has announced a 1-for-21 reverse share split effective July 3, 2025. The company's outstanding shares will be reduced from 11,225,751 to approximately 534,600 shares, with about 516,727 shares publicly held.

The stock will continue trading under the symbol "SPRC" on the Nasdaq Capital Market with a new CUSIP number M82618121. The reverse split, approved by shareholders in October 2024, will not alter shareholders' ownership percentages except for minor adjustments due to fractional share treatment. All outstanding options and warrants will be proportionally adjusted.

Positive

• Maintains Nasdaq listing compliance through share price adjustment
• No change in shareholders' ownership percentage (except for fractional shares)
• Simplified automatic process for shareholders holding shares in brokerage accounts

Negative

• Significant reduction in total outstanding shares could impact stock liquidity
• Potential market perception concerns associated with reverse splits
• Additional complexity for options and warrants holders due to adjustments

Insights

Financial Restructuring Specialist

SciSparc's 1-for-21 reverse split aims to maintain Nasdaq listing by boosting share price, with no fundamental value change for investors.

SciSparc (SPRC) has announced a 1-for-21 reverse share split effective July 3, 2025, which will dramatically reduce its outstanding shares from 11,225,751 to approximately 534,600. This type of corporate action is typically implemented when a company needs to increase its share price to meet exchange listing requirements - likely Nasdaq's minimum bid price requirement of $1.00 per share.

The mechanics of this restructuring are straightforward: for every 21 shares currently owned, shareholders will receive 1 share post-split. While the percentage ownership of each investor theoretically remains unchanged (except for minor adjustments due to fractional share rounding), the market price per share should mechanically increase by approximately 21 times.

Critically, a reverse split changes nothing about the company's underlying business fundamentals, market capitalization, or enterprise value. It's purely a mathematical adjustment - if a shareholder owned $1,000 worth of shares before the split, they should own approximately $1,000 worth after (market fluctuations aside).

The company's decision to maintain its authorized share count at 75 million shares while reducing outstanding shares suggests management is preserving significant capacity for future capital raising. This could signal potential dilution if the company needs additional funding later - a common concern for clinical-stage pharmaceutical companies with ongoing R&D expenses.

For current investors, while their share count will decrease substantially, this action may improve trading liquidity and potentially broaden the investor base if it helps maintain Nasdaq listing compliance.

Following the reverse share split, the Company will have approximately 534,600 outstanding shares, out of which approximately 516,727 will be publicly held

Tel Aviv, Israel, June 24, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (“SciSparc” or the “Company”) (Nasdaq: SPRC), 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 intends to effect a one-for-twenty one (1-for-21) reverse share split (the “Reverse Share Split”) of the Company’s issued and outstanding ordinary shares, no par value per share (the “Ordinary Shares”), effective at the market open on July 3, 2025. The Ordinary Shares will continue to trade on the Nasdaq Capital Market under the existing trading symbol “SPRC” and will begin trading on a split-adjusted basis at the market open on July 3, 2025. The new CUSIP number for the Ordinary Shares following the Reverse Share Split will be M82618121.

The Reverse Share Split was approved by the Company’s shareholders at the Company’s Annual General Meeting of Shareholders held on October 23, 2024, to be effected at the board of directors’ discretion within the approved parameters.

The Reverse Share Split will not result in an adjustment to the authorized share capital of the Company under the Company’s amended and restated articles of association, as currently in effect (the “Articles”), which, as of the date hereof, consists of 75,000,000 Ordinary Shares.

The Reverse Share Split will affect all shareholders uniformly and will not alter any shareholder’s percentage of ownership interest in the Company’s Ordinary Shares, except for minor changes due to the treatment of fractional shares as described below. The number of issued and outstanding Ordinary Shares will be reduced from 11,225,751 Ordinary Shares to approximately 534,600 Ordinary Shares following the Reverse Share Split (subject to any further adjustments due to the treatment of fractional shares). In accordance with the Articles, no fractional Ordinary Shares will be issued as a result of the Reverse Share Split and all fractional Ordinary Shares shall be rounded to the nearest whole Ordinary Share, at the DTC participant level. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase Ordinary Shares. No fractional Ordinary Shares will be issued upon exercise of warrants or options. As to any fraction of an Ordinary Share which a holder would otherwise be entitled to purchase upon exercise, the Company will round up to the nearest whole Ordinary Share, according to the terms of the warrant or option.

Shareholders holding their shares in book-entry form, through a brokerage account, or in “street name” are not required to take any action, as the exchange will be processed automatically by their respective brokers or custodians. For questions or additional information regarding the exchange process, shareholders are encouraged to contact the Company’s transfer agent, VStock Transfer, LLC with a mailing address of 18 Lafayette Place, Woodmere, New York 11598.

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; 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, the Company is using forward-looking statements when discussing the anticipated effective date of the Reverse Share Split and the date that trading of the Ordinary Shares will begin on a split-adjusted basis. Since 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 U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2025, 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.

Investor Contact:
IR@scisparc.com
Tel: +972-3-6167055

FAQ

When will SciSparc's (SPRC) 1-for-21 reverse stock split take effect?

The reverse stock split will take effect at market open on July 3, 2025.

How many shares will SciSparc (SPRC) have outstanding after the reverse split?

After the reverse split, SciSparc will have approximately 534,600 outstanding shares, with about 516,727 shares publicly held.

Will SciSparc's (SPRC) stock symbol change after the reverse split?

No, the stock will continue trading under the symbol SPRC on the Nasdaq Capital Market, but with a new CUSIP number M82618121.

How will SciSparc's (SPRC) reverse split affect existing shareholders?

The reverse split will not alter shareholders' ownership percentages except for minor adjustments due to fractional shares. Shareholders in brokerage accounts don't need to take any action as the exchange will be processed automatically.

How will SciSparc's (SPRC) reverse split affect outstanding options and warrants?

A proportionate adjustment will be made to the per share exercise price and number of shares issuable for all outstanding options and warrants, with any fractional shares rounded up to the nearest whole share.