SciSparc Shareholders Approve Merger With AutoMax, Expanding Into Israel's Electric Vehicle Market

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