SciSparc Updates Regarding the Status of the AutoMax Merger

Rhea-AI Summary

SciSparc (Nasdaq: SPRC), a specialty clinical-stage pharmaceutical company, has provided an update on its merger agreement with AutoMax Motors The Jerusalem District Court in Israel has approved AutoMax's petition to convene special class meetings of its shareholders to approve the merger with SciSparc. This approval is a important step forward in the merger process.

Additionally, SciSparc has entered into an addendum to the Merger Agreement, extending the right to terminate the agreement if the merger is not consummated. The new deadline has been deferred from August 30, 2024, to November 30, 2024, providing more time for the merger to be completed.

Positive

• Court approval for AutoMax to convene special shareholder meetings
• Extension of merger agreement termination deadline to November 30, 2024

Negative

• None.

Insights

Legal Expert

The court's approval for AutoMax to convene shareholder meetings is a crucial procedural step in the merger process. This development indicates that the merger is progressing as planned, albeit with some delays. The extension of the termination right to November 30, 2024, provides additional time for the parties to complete the merger, suggesting both companies remain committed to the deal. However, investors should note that this extension also implies potential delays in realizing any benefits from the merger. The court's involvement and the need for shareholder approval highlight the complex regulatory landscape for cross-border mergers, especially involving publicly traded companies. This process could potentially impact SciSparc's short-term stock volatility as the market reacts to each step in the merger process.

Financial Analyst

The merger between SciSparc and AutoMax represents a significant strategic shift for SciSparc, potentially diversifying its business model beyond its current focus on CNS disorders. While the update doesn't provide financial details, investors should consider the potential synergies and risks of combining a clinical-stage pharmaceutical company with an automotive business. The extended timeline for the merger completion (now November 30, 2024) may impact SciSparc's near-term financial planning and resource allocation. Shareholders should closely monitor future disclosures for information on the financial terms of the merger, potential dilution and how the combined entity plans to create value. The lack of concrete financial information in this update makes it challenging to assess the immediate impact on SciSparc's valuation or stock price.

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

FAQ

What is the current status of SciSparc's (SPRC) merger with AutoMax?

The Jerusalem District Court has approved AutoMax's petition to convene special class meetings of its shareholders to approve the merger with SciSparc (SPRC). Additionally, an addendum to the Merger Agreement has extended the termination deadline to November 30, 2024.

When is the new deadline for SciSparc (SPRC) and AutoMax to complete their merger?

The new deadline for SciSparc (SPRC) and AutoMax to complete their merger is November 30, 2024. This date was extended from the original deadline of August 30, 2024, through an addendum to the Merger Agreement.

What is the significance of the court approval for SciSparc's (SPRC) merger with AutoMax?

The court approval allows AutoMax to convene special class meetings of its shareholders to vote on the merger with SciSparc (SPRC). This is a important step in the merger process, moving the transaction closer to potential completion.

How has the merger agreement between SciSparc (SPRC) and AutoMax been modified?

The merger agreement between SciSparc (SPRC) and AutoMax has been modified through an addendum that extends the right to terminate the agreement if the merger is not consummated. The new termination deadline is November 30, 2024, extended from the original date of August 30, 2024.