SciSparc Ltd. Announces $20 Million Standby Equity Purchase Agreement
January 24 2024 - 6:42AM
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, today announced that it has entered into a standby
equity purchase agreement (the “SEPA”) with YA II PN, Ltd. (“YA”),
a fund managed by Yorkville Advisors Global, LP. Under the terms of
SEPA, YA is committed to purchase up to $20 million of the
Company’s ordinary shares over the next thirty-six-month period,
subject to a beneficial ownership cap of 4.99% of the share capital
of the Company. The purchase price of the ordinary shares will be
at a 3% discount of the weighted average price of the Company's
ordinary shares during the three consecutive trading day period
commencing on the trading day of the delivery of an advance notice
by the Company.
The Company will have the right in its sole
discretion to sell shares to YA from time to time upon the issuance
of an advance notice, which has no right to require the Company to
sell any shares, following the effectiveness of a registration
statement with the Securities and Exchange Commission registering
the ordinary shares issuable pursuant to the SEPA and other
customary closing conditions.
The Company intends to use the proceeds from the
potential offering of the ordinary shares pursuant to the SEPA for
working capital and other general corporate purposes.
The securities described herein have not been
registered under the Securities Act of 1933, as amended, and may
not be sold in the United States absent registration or an
applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
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 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 ASD 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 Amazon Marketplace.
Forward-Looking Statements:
This press release contains express or implied
forward-looking statements pursuant to U.S. Federal securities
laws. For example, SciSparc is using forward-looking statements
when it discusses the potential sale of securities pursuant to the
SEPA and the proposed use of proceeds from the SEPA. 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 May 1, 2023, 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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