SciSparc Ltd., a clinical-stage pharmaceutical company, has entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP, on January 21, 2024. Under the SEPA, SciSparc may sell up to $20 million of its ordinary shares over the next three years at a 3% discount to the market price, subject to certain conditions including a cap on YA's ownership at 4.99% of SciSparc's shares. The agreement allows for pre-paid advances up to $5 million, with promissory notes maturing 24 months post-issuance and accruing interest at 5% per annum, increasing to 18% upon an event of default. Monthly installment payments begin 150 days after a note's issuance, with the option for SciSparc to pay in...Show More

SciSparc Ltd., a clinical-stage pharmaceutical company, has entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP, on January 21, 2024. Under the SEPA, SciSparc may sell up to $20 million of its ordinary shares over the next three years at a 3% discount to the market price, subject to certain conditions including a cap on YA's ownership at 4.99% of SciSparc's shares. The agreement allows for pre-paid advances up to $5 million, with promissory notes maturing 24 months post-issuance and accruing interest at 5% per annum, increasing to 18% upon an event of default. Monthly installment payments begin 150 days after a note's issuance, with the option for SciSparc to pay in cash or shares. SciSparc is not obligated to utilize the full $20 million and there are no penalties for underuse. The company also agreed to pay YA a commitment fee of $200,000 in shares and a structuring fee of $10,000 to an affiliate of YA. The proceeds from any share sales are intended for working capital and general corporate purposes. The shares and commitment fee shares will be exempt from registration under the Securities Act of 1933, as amended, and will require a registration statement for resale by YA. The announcement was made in a press release on January 24, 2024, and the details of the SEPA and promissory notes are included in the exhibits of the report filed with the SEC.