SciSparc Advances $1.85 million Loan to AutoMax, Following AutoMax’s Direct Import Agreement with Major Chinese Vehicle Manufacturer
September 11 2024 - 7:40AM
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 that it had entered into a second
amendment (the “Second Amendment”) to that certain bridge loan
agreement, dated January 14, 2024, and as amended on June 9, 2024,
(the “Bridge Loan Agreement”) with AutoMax Motors Ltd. (“AutoMax”).
Pursuant to the Second Amendment, the Company extended an
additional loan in the amount of $1.85 million to AutoMax under
terms similar to the Bridge Loan Agreement, bringing the total
bridge loan amount to $4.25 million (the “Loan Amount”). In
consideration for the Loan Amount, AutoMax established a first
ranking fixed charge security interest on AutoMax’s shares of its
wholly-owned subsidiary AutoMax Leasing Ltd in favor of the
Company.
The Company, AutoMax and SciSparc Merger Sub Ltd., an Israeli
limited company and wholly-owned subsidiary of the Company,
previously entered into an Agreement and Plan of Merger, dated
April 10, 2024 (the “Merger Agreement”), according to which, among
other things, the Company agreed to deliver to AutoMax an amount of
$4.25 million, less any amount owed by AutoMax to the Company under
any loan agreement between the parties (the “Closing Financing”).
As a result of AutoMax receiving the Loan Amount, no Closing
Financing will take place.
AutoMax has signed, through its wholly owned subsidiary Automax
Leasing Ltd. ("Automax Leasing"), a direct import agreement with
Anhui Jianghuai Automobile Group Co., Ltd. (“JAC Motors”), a major
Chinese automobile and commercial vehicle manufacturer.
JAC Motors is a comprehensive automobile enterprise that
integrates research and development, production and sales of a full
range of commercial, passenger and powertrain vehicles, and spans
various sectors such as ride hailing/sharing and financial
services.
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 seed oil-based products on
the Amazon Marketplace.
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 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 e-mail 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 prospective
closing of the transactions contemplated by the Merger Agreement.
In addition, there can be no assurance that the Company will be
able to complete the transactions contemplated by the Merger or
related transactions. 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 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.comTel: +972-3-6167055
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