SciSparc Ltd. SPRC closed the definitive agreements for its acquisition of Wellution, an Amazon.com Marketplace account, American food supplements and cosmetics brand and trademark. In connection with the acquisition, the company has incorporated a new wholly owned Delaware subsidiary, SciSparc Nutraceuticals Inc., to hold the new assets. The definitive agreement for the acquisition of the brand was entered into with Merhavit M.R.M Holding and Management Ltd.
Wellution sells dozens of hemp-based products, including hemp gummies, hemp oil capsules, hemp gel, hemp cream, detox pills, height pills, antibacterial creams, and anti-aging creams, among other beauty and hair treatment products that are all manufactured in the United States.
At the closing, SciSparc paid a base cash payment of $4.59 million and in 12 months will pay an additional deferred cash payment equal to a multiple of 3 times the amount by which the brand’s EBITDA exceeds $1.12 million during the 12 month period following the closing of the acquisition.
In addition, the company issued to M.R.M $15 million worth of warrants to purchase ordinary shares of SciSparc at an exercise price of $7.00 per share and with an exercise period of five years from the closing of the acquisition. The warrants will become exercisable upon the achievement of a milestone of $100 million of sales of the brand in the aggregate or if the price of SciSparc’s ordinary shares closes at $10.00 or above.
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