Item 7.01 Regulation FD Disclosure
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Furnished as Exhibit 99.3 to this Current Report on Form 8-K is a copy of the investor presentation that was used during the Presentation, which also will be used by SPK and Varian Bio in connection with the proposed Merger and other related matters.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information and Where To Find It
In connection with the Merger Agreement and transactions contemplated thereby,
SPK intends to file relevant materials with the
Participants in the Solicitation
SPK and its directors and executive officers may be deemed participants in the
solicitation of proxies from SPK's stockholders with respect to the proposed
business combination. A list of the names of those directors and executive
officers and a description of their interests in SPK will be included in the
proxy statement/prospectus for the proposed business combination and be
available at www.sec.gov. Additional information regarding the interests of such
participants will be contained in the proxy statement/prospectus for the
proposed business combination when available. Information about SPK's directors
and executive officers and their ownership of SPK Common Stock is set forth in
SPK's prospectus, dated
Varian Bio and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of SPK in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein (this "Current Report") contain certain "forward-looking statements"
within the meaning of "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Forward-looking statements can be
identified by words such as: "target," "believe," "expect," "will," "shall,"
"may," "anticipate," "estimate," "would," "positioned," "future," "forecast,"
"intend," "plan," "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among others,
statements made in this Current Report regarding the proposed transactions
contemplated by the Merger Agreement, including the benefits of the Merger,
integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for
growth, the expected management and governance of the combined company, and the
expected timing of the Merger. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on
SPK's and Varian Bio's managements' current beliefs, expectations and
assumptions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Actual
results and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence of any
event, change or other circumstances that could give rise to an amendment or
termination of the Merger Agreement and the proposed transaction contemplated
thereby; (2) the inability to complete the transactions contemplated by the
Merger Agreement due to the failure to obtain approval of the stockholders of
SPK or Varian Bio or other conditions to closing in the Merger Agreement; (3)
the inability to project with any certainty the amount of cash proceeds
remaining in the SPK trust account at the closing of the transaction; (4) the
uncertainty relative to the cash made available to Varian Bio at the closing
should any material redemption requests be made by the SPK stockholders (since
the sources of cash projected in this press release assume that no redemptions
will be requested by SPK stockholders); (5) the inability of the company
post-closing to obtain or maintain the listing of its securities on Nasdaq
following the business combination; (6) the amount of costs related to the
business combination; (7) Varian Bio's ability to yield sufficient cash proceeds
from the transaction to support its short-term operations and research and
development efforts since the Merger Agreement requires no minimum level of
funding in the trust fund to close the transaction; (8) the outcome of any legal
proceedings that may be instituted against the parties following the
announcement of the business combination; changes in applicable laws or
regulations; (9) the ability of the company to meet its post-closing financial
and strategic goals, due to, among other things, competition; (10) the ability
of the company post-closing to grow and manage growth profitability and retain
its key employees; (11) the possibility that the company post-closing may be
adversely affected by other economic, business, and/or competitive factors; (12)
the potential impact that COVID-19 may have on Varian Bio's suppliers, vendors,
regulatory agencies, employees and the global economy as a whole; (13) the
expected duration over which Varian Bio's balances will fund its operations;
(14) and other risks and uncertainties described herein, as well as those risks
and uncertainties indicated from time to time in the final prospectus of SPK for
its initial public offering dated
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 99.1 Conference Call Script 99.2February 28, 2022 Press Release 99.3 Investor Presentation datedFebruary 2022
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