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

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鈥檚 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 鈥淢erger鈥�). Following the closing of the Merger, SciSparc shareholders are expected to hold approximately 50.01% of the combined company鈥檚 share capital. The approval by the shareholders marks a significant step toward enhancing shareholder value by expanding SciSparc鈥檚 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鈥檚 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鈥檚 parallel import operations. This Merger aligns with SciSparc鈥檚 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鈥檚 shareholders and of AutoMax鈥檚 shareholders who are not controlling shareholders or SciSparc, to vote on the approval of the Merger will be held on August 28, 2025.

About聽SciSparc聽Ltd. (Nasdaq: SPRC):

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc鈥檚 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鈥檚 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 Marketplace.

Additional Information and Where You Can Find It

In connection with the proposed transactions between the Company and聽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 鈥渟afe harbor鈥� 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鈥檚 operations into the automotive sector, that this merger aligns with SciSparc鈥檚 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鈥檚 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 鈥淩isk Factors鈥� in SciSparc鈥檚 Annual Report on Form 20-F filed with the SEC on聽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:
Tel: +972 3-761-7108