Full Press Release Details
At-The-Market Issuance Sales Agreement
1345 Avenue of the Americas, 27th Floor
New York, New York 10015
Ladies and Gentlemen:
SciSparc Ltd., an Israeli
corporation (the "Company"), confirms its agreement (this "Agreement") with Aegis Capital Corp.
("Aegis"), as follows:
and Sale of Shares. The Company agrees to issue and sell through or to Aegis, as its exclusive sales agent, shares (the "Placement
Shares") of the Company's ordinary shares, no par value (the "Ordinary Shares"), from time to time
during the term of this Agreement and on the terms set forth in this Agreement; provided however, that in no event will the Company
issue or sell through Aegis such dollar amount of Placement Shares that would exceed the lesser of (i) $1,729,964 or (ii) the Company's
maximum offering amount permitted under its then current shelf registration capacity using Form F-3 (including General Instruction I.B.5
thereof, if applicable) (the "Maximum Amount"). Notwithstanding anything to the contrary contained herein, the parties
hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under
this Agreement will be the sole responsibility of the Company and that Aegis will have no obligation in connection with such compliance,
provided that Aegis follows the lawful trading instructions provided by the Company pursuant to any Placement Notice in all material respects.
The issuance and sale of Placement Shares through Aegis will be effected pursuant to the Registration Statement (as defined below) filed
by the Company and declared effective by the U.S. Securities and Exchange Commission (the "SEC") on February 23, 2023,
although nothing in this Agreement will be construed as requiring the Company to use the Registration Statement to issue Ordinary Shares.
Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 25.
The Company has filed with
the SEC, in accordance with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), and the
rules and regulations thereunder (the "Securities Act Regulations"), a registration statement on Form F-3 (File No.
333-269839), including a base prospectus, relating to certain securities, including the Placement Shares, to be issued from time to time
by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder.
The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the "Prospectus Supplement")
to the base prospectus included as part of the registration statement. The Company will furnish to Aegis, for use by it, copies of the
prospectus included as part of the registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares.
Except when the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated
by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the SEC pursuant
to Rule 424(b) under the Securities Act Regulations or deemed to be a part of the registration statement pursuant to Rule 430B of the
Securities Act Regulations, is herein called the "Registration Statement." The base prospectus, including all documents
incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in
the form in which the prospectus and/or Prospectus Supplement have most recently been filed by the Company with the SEC pursuant to Rule
424(b) under the Securities Act Regulations is herein called the "Prospectus." Any reference herein to the Registration
Statement, the Prospectus, or any amendment or supplement thereto will be deemed to refer to and include the documents incorporated by
reference therein, and any reference herein to the terms "amend," "amendment," or "supplement" respecting
the Registration Statement or the Prospectus will be deemed to refer to and include the filing after the execution hereof of any document
with the SEC deemed to be incorporated by reference therein (the "Incorporated Documents").
For purposes of this Agreement,
all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto will be deemed to include the
most recent copy filed with the SEC pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive
Data Electronic Application system when used by the SEC (collectively, "EDGAR").
Each time that the Company wishes, in its sole discretion, to issue and sell Placement Shares hereunder (each, a "Placement"),
it will notify Aegis by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement Shares
to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be
sold in any one day, and any minimum price below which sales may not be made (a "Placement Notice"), the form of which
is attached hereto as Schedule 1. The Placement Notice will originate from any of the individuals from the Company set forth on
Schedule 3 (with a copy to each of the other individuals from the Company listed on the schedule) and will be addressed to each
of the individuals from Aegis set forth on Schedule 3, as Schedule 3 may be amended from time to time. The Placement Notice
will be effective unless and until: (a) Aegis declines to accept the terms contained therein for any reason, in its sole discretion, by
notice to the Company within two (2) Business Days after the receipt of such Placement Notice; (b) the entire amount of the Placement
Shares thereunder have been sold; (c) the Company suspends or terminates the Placement Notice, which suspension or termination rights
may be exercised by the Company in its sole discretion; or (d) the Agreement has been terminated under the provisions of Section 13. The
amount of any discount, commission, or other compensation to be paid by the Company to Aegis in connection with the sale of the Placement
Shares will be calculated in accordance with the terms set forth in Schedule 2. Neither the Company nor Aegis will have any obligation
whatsoever respecting a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Aegis and Aegis
does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein.
In the event of a conflict between the terms of Sections 2, 3, and 4 of this Agreement and the terms of a Placement Notice, the terms
of the Placement Notice will control.
of Placement Shares by Aegis. Subject to the terms and conditions of this Agreement, Aegis, for the period specified in the Placement
Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal
laws, rules, and regulations and the rules of the Nasdaq Capital Market (the "Exchange"), to sell the Placement Shares
up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Aegis will provide written confirmation
to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has sold
Placement Shares hereunder, setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to
Aegis pursuant to Section 2 for such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization
of the deductions made by Aegis (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject
to the terms of the Placement Notice, Aegis may sell Placement Shares by any method permitted by law deemed to be an "at the market"
offering as defined in Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on the Exchange or on any other
existing trading market or directly to Aegis as principal in negotiated transactions. for the Ordinary Shares or to or through a market
maker. Subject to the terms of a Placement Notice, Aegis may also sell Placement Shares by any other method permitted by law, including
in privately negotiated transactions, with the Company's consent. "Trading Day" means any day on which Ordinary
Shares is purchased and sold on the Exchange.
of Sales. The Company or Aegis may, upon notice to the other party in writing (including by email correspondence to each of the individuals
of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals
to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable email correspondence to each
of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares; provided, however, that such
suspension will not affect or impair any party's obligations respecting any Placement Shares sold hereunder prior to the receipt
of such notice. While a suspension is in effect, any obligation under Section 7(l), 7(m), and 7(n) with respect to delivery of certificates,
opinions and comfort letters to Aegis shall be waived. Each of the parties agrees that no such notice under this Section 4 will
be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such schedule may
be amended from time to time.
and Delivery to Aegis; Settlement.
of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, upon Aegis's acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein
has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Aegis, for the period specified
in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the Exchange to sell such Placement Shares up to the amount specified,
and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that: (i) there can be no assurance
that Aegis will be successful in selling Placement Shares; (ii) Aegis will incur no liability or obligation to the Company or any
other Person (as defined herein) if it does not sell Placement Shares for any reason other than a failure by Aegis to use its commercially
reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares
as required under this Agreement; and (iii) Aegis will be under no obligation to purchase Placement Shares on a principal basis pursuant
to this Agreement, except as otherwise agreed by Aegis and the Company.
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will
occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such
sales are made (each, a "Settlement Date"). Aegis shall notify the Company of each sale of Placement Shares no later
than opening day following the Trading Day that Aegis sold Placement Shares. The amount of proceeds to be delivered to the Company on