SciSparc Ltd. (Nasdaq: SPRC) has updated its plans to spin off its pharmaceutical portfolio in a reverse merger with Miza III Ventures Inc. (TSXV: MIZA.P). The revised agreement values SciSparc's pharmaceutical assets at approximately $11.6 million and sets a new target date for the transaction's completion. This strategic move aims to unlock shareholder value while maintaining control over key clinical-stage assets.
Revised Agreement Details
Under the amended non-binding letter of intent (LOI), the deadline for finalizing the definitive agreement has been extended to March 31, 2025. The transaction is now targeted to close by April 30, 2025. Upon completion, SciSparc is slated to receive 63,300,000 common shares of Miza and up to 48,000,000 contingent rights. This would give SciSparc a controlling stake in the merged entity, ranging from 75% to 84.53%.
The agreement references an asset and share purchase agreement based on an approximate $3.3 million total enterprise value of Miza, including its $1.0 million cash position, and an approximate $11.6 million value of SciSparc’s assets.
Pharmaceutical Portfolio Highlights
The pharmaceutical portfolio being spun off includes several clinical-stage assets. Among them are SCI-110, currently in a Phase IIb clinical trial for Tourette syndrome and having completed a Phase II trial for Alzheimer's disease. Additionally, SCI-210 is undergoing a randomized, double-blind, placebo-controlled trial for the treatment of autism, which commenced in the first quarter of 2024.
These assets target neurological conditions with significant unmet medical needs and market potential. The spin-off could potentially accelerate the development of these promising candidates by creating a focused entity with dedicated resources.
Strategic Rationale
According to the company, this transaction aligns with SciSparc's strategy of creating value for its shareholders. The structure maintains SciSparc's significant control while potentially providing better visibility and valuation for these clinical-stage assets in the public markets.
This move follows the announcement of the proposed plan of merger agreement and transaction relating to AutoMax Motors Ltd., indicating an active corporate restructuring strategy to optimize asset value and market positioning.
