SciSparc Ltd. (NASDAQ:SPRC) (“SciSparc” or the “Company”), today announced that it has entered into a securities purchase agreement with an institutional investor to raise gross cash proceeds of approximately $5.026 million through a private placement, before deducting fees to the placement agent and other offering expenses payable by the Company.
In connection with the private placement, the Company will issue an aggregate of 1,930,108 units, each unit consisting of two Pre-Funded Warrants. The Pre-Funded Warrants have an exercise price of $0.001 and a term of five years from the date of issuance.
The closing of the private placement is expected to occur on or about October 13, 2023, subject to the satisfaction of certain customary closing conditions.
Aegis Capital Corp. is acting as the exclusive placement agent for the private placement.
The securities described above are being sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the ordinary shares issuable upon exercise of the Pre-Funded Warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
