Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders at the special meeting of Stockholders held on
September 9, 2022 (the "Special Meeting"), SPK Acquisition Corp. (the "Company"
or "SPK") entered into an amendment to the amended and restated investment
management trust agreement dated as of June 3, 2022, with Continental Stock
Transfer & Trust Company, on September 9, 2022 (the "Trust Amendment"). Pursuant
to the Trust Amendment, the Company has the right to extend the time to complete
a business combination six (6) times for an additional one (1) month each time,
from September 10, 2022, to March 10, 2023, by depositing $50,000 to the
Company's trust account for each one-month extension (each an "Extension").
On September 8, 2022, the Company entered into a subscription agreement with
Varian Biopharmaceuticals, Inc., ("Varian") and Alpha Capital Anstalt ("Alpha"),
whereby SPK shall issue a $50,000 unsecured promissory note (an "Extension
Note"), to each of Alpha and Varian, to fund the first and second month
Extensions (the "Subscription Agreement"). Each Extension Note bears interest at
the rate of 5% per annum, and both Extension Notes will be repaid upon the
consummation of a business combination by the Company. The Subscription
Agreement provided that Alpha would purchase the first Extension Note
contemporaneously with the Subscription Agreement, to fund the first month
Extension, and if the business combination has not been consummated by October
8, 2022, SPK will issue a second Extension Note to Varian on October 8, 2022, to
fund the second month Extension.
On September 8, 2022, the Company issued an Extension Note to Alpha in the
amount of $50,000, pursuant to the Subscription Agreement. The Company deposited
the $50,000 into the trust account on September 9, 2022, thereby extending the
time to complete a business combination for one month, from September 10, 2022
to October 10, 2022.
The foregoing description of the Subscription Agreement and Extension Note does
not purport to be complete and is qualified in its entirety by the terms and
conditions of the Subscription Agreement and Extension Note, the forms of which
are filed hereto as Exhibit 10.1 and Exhibit 99.1, respectively, and are
incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 related to the Subscription Agreement and Extension
Note are incorporated by reference into this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Meeting on September 9, 2022, the Company
filed an amendment to its Amended and Restated Certificate of Incorporation with
the Delaware Secretary of State on September 9, 2022 (the "Charter Amendment"),
giving the Company the right to extend the date by which it has to complete a
business combination up to six (6) times for an additional one (1) month each
time, from September 10, 2022 to March 10, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 9, 2022, the Company held the Special Meeting. On August 23, 2022,
the record date for the Special Meeting, there were 6,596,275 shares of common
stock of SPK entitled to be voted at the Special Meeting, 75.62% of which were
represented in person or by proxy.
The final results for each of the matters submitted to a vote of SPK's
stockholders at the Special Meeting are as follows:
1. Charter Amendment
Stockholders approved the proposal to amend the Company's amended and restated
certificate of incorporation, giving SPK the right to extend the date by which
it has to complete a business combination six (6) times for an additional one
(1) month each time, from September 10, 2022 to March 10, 2023. Adoption of the
amendment required approval by the affirmative vote of at least a majority of
the Company's outstanding shares of common stock. The voting results were as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
4,633 ,395 354,600 0 0
2. Trust Amendment
Stockholders approved the proposal to amend the Company's amended and restated
investment management trust agreement, dated as of June 3, 2022 by and between
the Company and Continental Stock Transfer & Trust Company to allow the Company
to extend the time it has to complete a business combination six (6) times for
an additional one (1) month each time from September 10, 2022, to March 10, 2023
by depositing into the trust account $50,000 for each one-month Extension.
Adoption of the amendment required approval by the affirmative vote of at least
a majority of the Company's outstanding shares of common stock. The voting
results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
4,633 ,395 354,600 0 0
Item 8.01. Other Events.
In connection with the stockholders' vote at the Special Meeting of Stockholders
held by SPK Acquisition Corp. on September 9, 2022, 4,052,916 shares were
tendered for redemption.
The Company extended the time it has to complete its initial business
combination from September 10, 2022, to October 10, 2022 by depositing $50,000
to the trust account on September 9, 2022.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
1.1 Amendment to the amended and restated investment management trust
agreement, dated as of June 3, 2022, between SPK Acquisition Corp. and
Continental Stock Transfer & Trust Company dated September 9, 2022
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
SPK Acquisition Corp., dated September 9, 2022
10.1 Subscription Agreement, dated as of September 8, 2022 among SPK
Acquisition Corp., Varian Biopharmaceuticals, Inc. and Alpha Capital
Anstalt
99.1 Promissory Note, dated as of September 8, 2022 from the Registrant to
Alpha Capital Anstalt© Edgar Online, source Glimpses
SPK ACQUISITION CORP. 
