SciSparc Shareholders Approve Merger with a Leading Parallel Vehicle Importer in Israel

Rhea-AI Summary

SciSparc (Nasdaq: SPRC), a clinical-stage pharmaceutical company, announced that shareholders have approved its merger with AutoMax Motors, a leading parallel vehicle importer in Israel. The strategic reverse merger will result in SciSparc acquiring 100% of AutoMax's share capital, with SciSparc shareholders retaining 50.01% of the combined company.

The merger represents a significant pivot from SciSparc's pharmaceutical focus to include automotive operations, particularly in electric vehicle distribution. SciSparc has already invested in AutoMax through a $4.25 million bridge loan in 2024 and an additional $2 million loan in February 2025. The deal's closing remains subject to AutoMax shareholder approval and Israeli court approval.

Positive

• None.

Negative

• Significant deviation from core pharmaceutical business focus
• Additional shareholder and court approvals still required for closing
• Substantial financial exposure through existing loans to AutoMax
• Integration risks between two completely different business sectors

TEL AVIV, Israel, Aug. 28, 2025 (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, announced today that at adjourned special general meeting of shareholders held on August 26, 2025, its shareholders voted on and approved, among others, the proposed merger with AutoMax Motors Ltd. ("AutoMax"), a leading parallel vehicle importer in Israel.

This strategic merger, pursuant to a definitive agreement entered into on April 11, 2024, as amended, will see SciSparc acquire 100% of AutoMax’s share capital through a reverse merger between SciSparc Merger Sub Ltd., a wholly-owned subsidiary of the Company and AutoMax, with AutoMax continuing as a wholly-owned subsidiary (the “Merger”). Following the closing of the Merger, SciSparc shareholders are expected to hold approximately 50.01% of the combined company’s share capital. The approval by the shareholders marks a significant step toward enhancing shareholder value by expanding SciSparc’s operations into the automotive sector, through the operations of AutoMax, which includes the import and distribution of Anhui Jianghuai Automobile Group Corp. Ltd. (JAC) electric vehicles and other vehicle categories.

SciSparc has supported AutoMax’s growth with financial assistance, including by providing a $4.25 million bridge loan in 2024 and extending an additional $2 million loan in February 2025, facilitating AutoMax’s parallel import operations. This Merger aligns with SciSparc’s long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel.

The closing of the Merger is subject to customary closing conditions, including shareholder approvals from both companies and Israeli court approval. The special meetings of AutoMax’s shareholders and of AutoMax’s shareholders who are not controlling shareholders or SciSparc, to vote on the approval of the Merger will be held on August 28, 2025.

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; 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 seed oil-based products on the Amazon.com Marketplace.

Additional Information and Where You Can Find It

In connection with the proposed transactions between the Company and AutoMax, the Company has filed a registration statement, which has been declared effective by the SEC, and a proxy statement/prospectus with the SEC. This communication is not a substitute for the registration statement or the proxy statement/prospectus or any other documents that the Company may file with the SEC or send to its shareholders in connection with the proposed transactions. Before making any voting decision, investors and securityholders are urged to read the registration statement or the proxy statement/prospectus, as applicable, and all other relevant documents filed or furnished or that will be filed with or furnished to 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.

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 that the shareholder approval marks a significant step toward enhancing shareholder value by expanding SciSparc’s operations into the automotive sector, that this merger aligns with SciSparc’s long-term strategy to diversify its portfolio and capitalize on the expanding electric vehicle market in Israel and that the closing of the merger is expected after the Israeli court approval and other customary closing conditions The Company may not complete the Merger or, even if it does, such transaction may not unlock or enhance shareholder value. 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 24, 2025, and in subsequent filings with the SEC. 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 3-761-7108

FAQ

What is the ownership structure after SciSparc's merger with AutoMax?

Following the merger, SciSparc shareholders will own 50.01% of the combined company, while AutoMax will become a wholly-owned subsidiary.

How much has SciSparc invested in AutoMax prior to the merger?

SciSparc has provided $6.25 million in total financing to AutoMax, consisting of a $4.25 million bridge loan in 2024 and an additional $2 million loan in February 2025.

What approvals are still needed for the SciSparc-AutoMax merger?

The merger still requires approval from AutoMax's shareholders (including non-controlling shareholders) and Israeli court approval.

What is AutoMax's main business in Israel?

AutoMax is a leading parallel vehicle importer in Israel, focusing on importing and distributing JAC electric vehicles and other vehicle categories.

How does this merger affect SciSparc's pharmaceutical business?

The merger represents a significant diversification from SciSparc's core business as a clinical-stage pharmaceutical company into the automotive sector, while maintaining its pharmaceutical operations.