SciSparc Announces Pricing of $10 Million Private Placement Priced At-the-Market

Rhea-AI Summary

SciSparc Ltd. (NASDAQ: SPRC) announced a securities purchase agreement with a healthcare-focused investor, generating approximately $10 million in gross proceeds. The offering includes the issuance of 3,546,100 units, priced at $2.82 each, consisting of ordinary shares and warrants exercisable at $2.57. The transaction is set to close on or around June 1, 2022. Aegis Capital is the exclusive placement agent. The securities are being sold in a private placement and won't be registered under the Securities Act of 1933, requiring compliance with SEC regulations.

Positive

• Secured $10 million in gross proceeds from a private placement.
• Units priced at $2.82 provide a foothold for future capital.
• The funding supports ongoing drug development programs focused on cannabinoid pharmaceuticals.

Negative

• Warrants have a lower exercise price ($2.57), which could dilute existing shares.
• Securities are not registered, limiting immediate resale options for investors.

TEL AVIV, Israel, May 27, 2022 (GLOBE NEWSWIRE) -- SciSparc Ltd. (NASDAQ: SPRC) (the "Company" or "SciSparc"), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, today announced that it entered into a securities purchase agreement with a single healthcare-focused institutional investor for aggregate gross proceeds of approximately $10 million, before deducting fees to the placement agent and other offering expenses payable by the Company.

In connection with the offering, the Company will issue 3,546,100 units and pre-funded units at a purchase price of $2.82 per unit (or $0.001 less per pre-funded unit), priced at-the-market under Nasdaq rules. Each unit and pre-funded unit consist of one ordinary share (or ordinary share equivalent) and two non-tradable warrants each exercisable for one ordinary share for $2.57 (for a total of 7,092,200 shares underlying the warrants). The warrants have a term of five years from the issuance date. No actual units will be issued in the offering.

The offering is expected to close on or about June 1, 2022, subject to the satisfaction of customary closing conditions.

Aegis Capital Corp. is acting as the Exclusive Placement Agent in connection with the offering.

The securities described above are being sold in a private placement and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to an accredited investor. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the ordinary shares and the ordinary shares issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 (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 autism spectrum disorder and status epilepticus.

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 closing of the private placement investment. Historic results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar conclusions. 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 April 28, 2022, 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

FAQ

What is the significance of the $10 million securities purchase agreement for SPRC?

The $10 million agreement allows SPRC to fund its drug development programs, enhancing its financial stability.

What are the financial details of the SPRC securities offering?

SPRC is issuing 3,546,100 units at $2.82 each, including warrants exercisable at $2.57.

When is the expected closing date for the SPRC offering?

The offering is expected to close on or about June 1, 2022.

Who is the placement agent for the SPRC securities offering?

Aegis Capital Corp. is acting as the exclusive placement agent for the offering.

What are the risks associated with the SPRC securities offering?

The securities are unregistered, which limits resale options and could impact liquidity.