SciSparc adopts limited duration shareholder rights plan

SciSparc announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan, effective immediately. The Board did not adopt the Rights Plan in response to a specific takeover threat. The Rights Plan is not intended to prevent or interfere with any action with respect to SciSparc that the Board determines to be in the best interests of the Company and its shareholders. Instead, it will position the Board to fulfill its fiduciary duties on behalf of all shareholders by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence SciSparc. The Rights Plan will encourage anyone seeking to gain a significant interest in SciSparc to negotiate directly with the Board prior to attempting to control or significantly influence the Company. The Rights Plan is similar to those adopted by other publicly traded companies, and does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future Board to redeem the rights. Pursuant to the Rights Plan, SciSparc will issue one special purchase right for each ordinary share outstanding as of the close of business on December 8, 2023. While the Rights Plan is effective immediately, the rights generally would become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of SciSparc’s outstanding ordinary shares in a transaction not approved by the Company’s Board. In that situation, each holder of a right will have the right to purchase one ordinary share at a purchase price of $0.001 per share. In addition, at any time after an entity, person or group acquires 10% or more of the Company’s ordinary shares, the Company’s Board of Directors may exchange one ordinary share of the Company for each outstanding right. The Rights Plan has a 364-day term, expiring on November 27, 2024.