The Company has signed an escrow agreement following the signing of a non-binding letter of intent and will be deposit a $1.0 million as an initial intention to enter into a definitive acquisition agreement

TEL AVIV, Israel, Aug. 18, 2022 (GLOBE NEWSWIRE) — SciSparc Ltd. (Nasdaq: SPRC) (“Company” or “SciSparc”), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, today announced that following the signing of a non-binding letter of intent (“LOI”) with Merhavit M.R.M Holding and Management Ltd (“M.R.M”) to acquire from it its rights to purchase a top-seller account and American food supplements and cosmetics brand and trademark (the “Brand”), the Company signed additional agreements with respect to its intention to acquire the Brand. As an indication of its intention to negotiate and enter into a definitive acquisition agreement, SciSparc has agreed to transfer $1.0 million to an escrow agent.

In the event of signing a binding definitive agreement to purchase the Brand, the $1.0 million will be used as part of the overall amount to be paid by Scisparc. In the event the parties do not reach an agreement on the terms and a definitive acquisition agreement is not signed, the Company will bare the costs of $50,000 and the remaining escrow amount of $950,000 will be release to the Company.

The Brand offers dozens of GMP (Good Manufacturing Practice) manufactured hemp-based, U.S. made, top-ranked products, including various food supplements for different purposes and cosmetics.

The LOI also describes, in addition to the potential acquisition of the Brand, a management agreement to be entered into and an option to expand the brand to additional territories such as Canada and Europe, as well as a distribution agreement with a local U.S. distributor.

Upon entry into definitive documentation, the management agreement is expected to include fulfilment of the conditions, manufacturing, inventory and advertising management, storage and shipment to the warehouse and maintaining a pre-determined profit level for the products.  The management services would be provided by a company for which SciSparc’s Chief Executive Officer and director serves as a director. The distribution agreement would provide for the marketing and commercialization of the Brand’s products through offline channels in the U.S.

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 (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 autism spectrum disorder and status epilepticus.

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 potential to enter into definitive agreements with respect to the acquisition described above and, if entered, the terms thereunder, including potential future payments and application of money from the escrow described above, the potential to expand access to manufacturing and distribution channels and into new territories, as well as the potential for marketing and commercializing the Brand’s products through offline channels in the U.S. However, the parties may not ultimately reach agreement on definitive agreements and the transactions contemplated by the LOI may not occur. 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 U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2022, 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.

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