M&A - SciSparc Ltd.

Form Type: F-4/A

Filing Date: 2025-06-25

Corporate Action: Merger

Type: Update

Accession Number: 000121390025057781

Filing Summary: SciSparc Ltd. is in the process of merging with AutoMax Motors Ltd., following a series of amendments to the Merger Agreement. The merger aims to consolidate both entities, with AutoMax becoming a wholly-owned subsidiary of SciSparc. Current shareholders of AutoMax are expected to hold approximately 49.99% of the newly formed entity's share capital post-merger, while existing SciSparc shareholders will maintain around 50.01%. The anticipated close for the merger is during the third quarter of 2025, contingent on approvals from shareholders and regulatory bodies. A special meeting for shareholders has been scheduled for August 13, 2025, to vote on key proposals related to the merger, including the approval of the transaction itself, indemnification agreements for directors, and the election of new board members. The SciSparc board of directors unanimously endorses the merger, emphasizing its potential to enhance shareholder value.

Form Type: F-3/A

Filing Date: 2025-06-18

Corporate Action: Merger

Type: Update

Accession Number: 000121390025055687

Filing Summary: On June 18, 2025, SciSparc Ltd. filed an Amendment No. 2 to its Registration Statement on Form F-3, with the SEC. This document addresses the ongoing merger agreement with AutoMax Motors Ltd. and outlines the registration of up to 61,209,538 ordinary shares for resale by selling shareholders. Of these shares, 53,617,021 are linked to convertible debentures worth $4.2 million, and 7,592,517 to warrants. The merger is intended to enhance operational capabilities through the integration with AutoMax, which will continue to exist as a wholly-owned subsidiary post-merger. The expected closing date for the merger is the third quarter of 2025, subject to shareholder and court approvals. The ordinary shares are traded under the ticker symbol "SPRC" on Nasdaq. This filing does not involve new capital raised by SciSparc, as the proceeds will solely benefit the selling shareholders with certain cash proceeds potentially directed towards corporate purposes. The document outlines the conditions linked to the exercise of these securities and provides insights into current risk factors and market conditions, including geopolitical risks affecting operations in Israel.

Form Type: F-4/A

Filing Date: 2025-06-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025052740

Filing Summary: SciSparc Ltd. is proposing a merger with AutoMax Motors Ltd., previously agreed upon on April 10, 2024, with amendments on August 14, 2024, November 26, 2024, March 27, 2025, and May 8, 2025. The merger will involve SciSparc Merger Sub Ltd., a wholly-owned subsidiary of SciSparc, merging with AutoMax, which will survive as a wholly-owned subsidiary of SciSparc. Post-merger, approximately 49.99% of SciSparc's share capital will be owned by AutoMax's shareholders, while SciSparc's shareholders will retain 50.01%. This merger has received unanimous board approval and is set for a special shareholder meeting on August 6, 2025, for voting on multiple proposals related to the merger, including the issuance of shares to AutoMax shareholders. The merger is expected to close in the third quarter of 2025, pending necessary approvals and compliance with various conditions.

Form Type: F-4/A

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025047788

Filing Summary: SciSparc Ltd. is proposing a merger with AutoMax Motors Ltd. as part of a definitive Merger Agreement entered on April 10, 2024, which outlines that SciSparc's wholly-owned subsidiary, Merger Sub, will merge into AutoMax with AutoMax becoming a wholly-owned subsidiary of SciSparc. Upon completion of the merger, the shareholders of AutoMax and its advisor are projected to own approximately 49.99% of SciSparc's share capital, while existing SciSparc shareholders will hold around 50.01%. The merger is anticipated to close in the second quarter of 2025, pending approvals from shareholders and the court. Various amendments to the Merger Agreement were made to extend the termination rights and modify definitions related to share ownership. A Special Meeting of SciSparc shareholders is set to discuss and approve several related proposals, including the merger's terms and an indemnification agreement for directors, among others. The board of directors has unanimously approved the merger and recommends that shareholders vote in favor of the proposals at the Special Meeting. Pending conditions include approvals from both companies' shareholders and other customary regulatory requirements.

Form Type: F-4/A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025043282

Filing Summary: SciSparc Ltd. filed an amended registration statement for a proposed merger with AutoMax Motors Ltd. on May 14, 2025. The merger agreement, initially entered into on April 10, 2024, has undergone several amendments, with the latest being the fourth on May 8, 2025. The merger entails SciSparc Merger Sub Ltd., a wholly-owned subsidiary of SciSparc, merging with AutoMax, which will continue as a wholly-owned subsidiary of SciSparc. Under the defined exchange ratio, AutoMax's shareholders are projected to own approximately 49.99% of SciSparc post-merger, while SciSparc’s current shareholders are expected to hold around 50.01%. Board approvals from both companies have been secured, and the merger awaits shareholder and court approvals. A special shareholders meeting is planned to address the approval of the merger and other related proposals, including an indemnification agreement for board members and a potential reverse stock split. The merger is expected to close in the second quarter of 2025, pending necessary approvals. The document emphasizes the importance of shareholder votes and outlines that SciSparc will continue to trade on the Nasdaq under the symbol “SPRC” post-merger.

Form Type: 20-F

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000121390025035115

Filing Summary: SciSparc Ltd. is engaged in a proposed merger with AutoMax Motors Ltd. The merger's exchange ratio is fixed, and the impact on shareholder value is uncertain due to share price fluctuations. Should the merger not be consummated, there may be a decline in share price. The company has a specialty focus on developing cannabinoid therapies, with its product candidates in late preclinical and early clinical stages. The firm has incurred significant losses since inception, with an accumulated deficit of approximately $75 million as of December 31, 2024. The report raises concerns about the ability to continue as a going concern if significant funding is not raised before reaching profitability, highlighting reliance on third-party support for clinical studies and potential risks related to market acceptance and regulatory approvals for its product candidates. Furthermore, the planned restructuring of operations involves transferring pharmaceutical activities to a subsidiary, raising additional uncertainty about the execution of future strategies.

Form Type: 425

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000121390025026662

Filing Summary: On March 27, 2025, SciSparc Ltd. entered into a third addendum to its existing merger agreement with AutoMax Motors Ltd. This addendum defers the right to terminate the merger if it is not consummated by March 31, 2025, now set for September 30, 2025. Additionally, it revises the definition of the 'Exchange Ratio' to eliminate rounding to four decimal places. This document is filed under Rule 425 as part of the ongoing solicitation of proxies related to the merger.

Form Type: F-4/A

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000121390025022367

Filing Summary: SciSparc Ltd. has filed an amendment to its Form F-4 registration statement in connection with its proposed merger with AutoMax Motors Ltd. under an Agreement and Plan of Merger. This merger will result in AutoMax becoming a wholly-owned subsidiary of SciSparc. The proposed transaction involves the issuance of SciSparc ordinary shares and pre-funded warrants to AutoMax shareholders at the merger's effective time. The shareholders of SciSparc will own approximately 50.01% of the combined company on a fully-diluted basis, while AutoMax shareholders will own around 49.99%, both subject to certain exceptions. The merger has been unanimously approved by the boards of directors and awaits approval from both companies' shareholders and court approval. If approved, the merger is expected to close in the first quarter of 2025. Shareholders are urged to attend the special meeting to vote on this critical matter and understand the implications of the merger on their investments. The filing also details the board's recommendation for shareholder approval and outlines several proposals related to board structure and capital adjustments contingent on the merger completion.

Form Type: F-4/A

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013463

Filing Summary: SciSparc Ltd. is filing an amendment to its registration statement concerning a proposed merger with AutoMax Motors Ltd. The merger agreement, initially established on April 10, 2024, outlines that SciSparc Merger Sub Ltd., a wholly-owned subsidiary of SciSparc, will merge with AutoMax, with AutoMax as the surviving entity. The transaction has been unanimously approved by both companies' boards and requires approval from shareholders. Following the merger, AutoMax’s shareholders are expected to own approximately 49.99% of SciSparc's shares while existing SciSparc shareholders will own about 50.01%. This merger will result in changes to SciSparc's board and a potential reverse share split. A special meeting for SciSparc's shareholders is scheduled to facilitate voting on the merger and related proposals. The document indicates that these proceedings are necessary to maximize shareholder value, considering various risks and factors. This registration must become effective before any securities can be issued amid the merger arrangement.

Form Type: F-4/A

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000121390024113993

Filing Summary: SciSparc Ltd. has filed an amendment to Form F-4 regarding its proposed merger with AutoMax Motors Ltd. The Merger Agreement, first established on April 10, 2024, outlines that SciSparc’s wholly-owned subsidiary will merge with AutoMax, creating a new structure where AutoMax will become a wholly-owned subsidiary of SciSparc. Shareholders of AutoMax will receive SciSparc ordinary shares at the effective time of the merger based on a predetermined exchange ratio, ultimately resulting in shareholders owning 49.99% and 50.01% of SciSparc's share capital, respectively. The agreement has seen amendments that postponed termination rights from specific dates in 2024 to March 31, 2025. The merger is contingent upon shareholder approvals and is expected to close in the first quarter of 2025. The document also details that current SciSparc executives will remain post-merger while proposing a slate of new directors. A special meeting for shareholders to vote on the merger and related transactions is scheduled, emphasizing its critical nature for investor interests.