SciSparc Signs Non-Binding Letter of Intent for Spin Off of Advanced Clinical-Stage Pharmaceutical Portfolio to Publicly Traded Company

SciSparc Ltd. recently announced it signed a non-binding letter of intent (LOI) to spin off its advanced clinical-stage pharmaceutical portfolio and its equity stake in SciSparc Nutraceuticals Inc. (collectively, the Target Assets). The LOI references a proposed asset and share purchase agreement (Agreement), the definitive agreement of which is to be negotiated between the Company and Miza III Ventures Inc. (Miza) (TSXV: MIZA.P), a publicly traded company on the Toronto Stock Exchange Venture in Canada.

The Agreement is based on the approximate total $3.3 million (CAD 4.5 million) enterprise value of Miza, when including its $1 million cash position, and an approximate $11.6 million (CAD 15.8 million) value of SciSparc’s assets.

Pursuant to the LOI, SciSparc will sell, assign, convey and transfer to Miza the Target Assets in consideration for 63,300,000 common shares of Miza and up to 48,000,000 Miza contingent rights based on pre-determined milestones. Following the closing of such transaction, SciSparc would hold a controlling interest in Miza, the exact percentage of which is contingent on agreeing definitive terms between the parties. The resulting entity, of which SciSparc will hold a stake in the resulting entity ranging from a minimum of approximately 75% to a maximum of 84.53%, will be active in both the pharmaceutical and supplement sectors.

The Agreement aligns with SciSparc’s strategy of creating value for its shareholders and follows the merger agreement and transaction concerning AutoMax Motors Ltd., as previously announced by SciSparc on April 11, 2024.

SciSparc’s pharmaceutical portfolio includes SCI-110 for treating persons with Tourette syndrome, which is subject to a Phase 2b clinical trial, SCI-110 for treating persons with Alzheimer’s disease, the Phase 2 clinical trial of which has been completed, and SCI-210 for treating children with autism, subject to a randomized, double-blind and placebo-controlled trial that commenced in the first quarter of 2024.

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; SCI-160 for the treatment of pain; and SCI- 210 for the treatment of ASD and status epilepticus.