Exhibit 99.1
September 27, 2024
Supplemental Proxy Statement
Annual General Meeting of Shareholders
to be held on October 22, 2024
This supplemental proxy statement (the “Supplemental Proxy Statement”) is being furnished in connection with the solicitation of proxies on behalf of the board of directors (the “Board”), of SciSparc Ltd. (“SciSparc” or the “Company”) to be voted at the Annual General Meeting of Shareholders, or at any adjournment thereof (the “Meeting”). The Meeting is postponed, and is rescheduled to take place on Tuesday, October 22, 2024, at 3:00 p.m. (Israel time), at the Company’s offices, at 20 Raul Wallenberg Street, Tower A Tel Aviv 6971916 Israel. The declared record date of the Meeting, Tuesday, August 27, 2024, remains unchanged.
The presence (in person or by proxy) of any two or more shareholders holding, in the aggregate, at least 15% of the voting power of the Company’s ordinary shares constitutes a quorum for purposes of the Meeting. If a quorum is not present within half an hour from the time scheduled for the Meeting, the Meeting will be adjourned to Wednesday, October 23, 2024, at the same time and place.
This Supplemental Proxy Statement supplements the proxy statement previously sent to the Company’s shareholders with respect to the Meeting, which was attached as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K, furnished to the U.S. Securities and Exchange Commission on August 22, 2024 (the “Proxy Statement”).
This Supplemental Proxy Statement includes the addition of Proposal No. 7 to the agenda of the Meeting. To the extent that the information in this Supplemental Proxy Statement differs from, updates or conflicts with the information contained in the Proxy Statement, the information in this Supplemental Proxy Statement shall amend and supersede the information in the Proxy Statement. Except as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for your consideration before voting. Accordingly, we encourage you to read this Supplemental Proxy Statement carefully and in its entirety together with the Proxy Statement.
If you already voted, a vote cast “for,” “against” or “abstain” on Proposals Nos. 1 through 6, your cast votes will also to be valid for the Meeting, unless revoked or changed as described in the Proxy Statement.
If you already voted and wish to revoke or change your vote, you may do so by mail, telephone, internet or in person at the Meeting, as described in the Proxy Statement. Only your latest submitted vote will count.
PROPOSAL NO. 7
APPROVAL OF A REVERSE SHARE SPLIT OF THE COMPANY’S ISSUED AND OUTSTANDING ORDINARY SHARES
Background
At the Meeting, shareholders will be asked, among other things, to approve a framework to allow the Board, in its discretion to effect a reverse split of the Company’s issued and outstanding ordinary shares (the “Reverse Split”).
On July 16, 2024, we received a written notice from The Nasdaq Stock Market (“Nasdaq”) indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. The notice provided that we have 180 calendar days to regain compliance with the minimum bid price requirement. If at any time during this period the closing bid price of our ordinary shares are at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide us with a written confirmation of compliance and the matter will be closed. Accordingly, the primary intent of the Reverse Split is to increase the price of our ordinary shares in order to meet the minimum bid price requirement of Nasdaq. Due to the decrease in the share price of the Company’s ordinary shares, the Board resolved to increase the range of the ratio of the Reverse Split from up to 1:2 to up to 1:30.
We believe that the Reverse Split of our ordinary shares is advisable in order to make our ordinary shares more attractive to a broader range of investors. Our Board believes that the anticipated increased price resulting from the Reverse Split may generate additional interest and trading in our ordinary shares.
We are therefore seeking approval of the shareholders to effect the Reverse Split of the Company’s issued and outstanding ordinary shares in the range of a ratio of up to 1:30, such that, depending on the ratio, every two ordinary shares and up to every thirty ordinary shares shall be consolidated into one ordinary share. If Proposal No. 7 is approved by our shareholders, our Board will have the discretionary authority to determine whether to implement such Reverse Split, and the exact ratio and the effective date of the Reverse Split.
All other proposed terms shall remain as detailed in the Proxy Statement.
Proposal
It is proposed that the following resolution be adopted at the Meeting:
“RESOLVED, to approve a reverse share split of the Company’s issued and outstanding ordinary shares in the range of a ratio of up to 1:30, to be effected at the discretion of, and on such date to be determined by the Board, as detailed in the Supplemental Proxy Statement, dated September 27, 2024.
Vote Required
See “Vote Required for Approval of Each of the Proposals” in the Proxy Statement.
Board Recommendation
The Board recommends a vote “FOR” the approval of the Reverse Split.
