Item 7.01 Regulation FD Disclosure

On February 14, 2022, SPK Acquisition Corp. ("SPK") and Varian Biopharmaceuticals, Inc., a Florida corporation ("Varian Bio") announced that on February 11, 2022, they entered into a Merger Agreement (the "Merger Agreement") by and among Varian Bio, SPK, and SPK Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SPK ("Merger Sub"). Pursuant to the terms of the Merger Agreement, a business combination between SPK and Varian Bio will be effected through the merger of Merger Sub with and into Varian Bio with Varian Bio surviving the merger as a wholly owned subsidiary of SPK (the "Merger").

On February 28, 2022, SPK and Varian announced the release of a joint presentation discussing the proposed Merger (the "Presentation"). The script of the Presentation and the press release making the announcement are furnished as Exhibit 99.1 and Exhibit 99.2 respectively, to this Current Report on Form 8-K and is incorporated herein by reference.

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 SEC, including a Registration Statement on Form S-4, which will include a preliminary proxy statement/prospectus and a definitive proxy statement/prospectus. Promptly after filing its definitive proxy statement with the SEC, SPK will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the Special Meeting relating to the transaction. INVESTORS AND STOCKHOLDERS OF SPK ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT SPK WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPK, VARIAN BIO AND THE TRANSACTION. The Registration Statement, definitive proxy statement/prospectus, and other relevant materials in connection with the transaction (when they become available), and any other documents filed by SPK with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov).

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 June 7, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.

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 June 8, 2021 filed with the SEC and the proxy statement on Schedule 14A relating to the proposed business combination, including those under "Risk Factors" therein, and in SPK's other filings with the SEC. SPK cautions that the foregoing list of factors is not exclusive. SPK and Varian Bio caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. SPK and Varian Bio do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.





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
99.2            February 28, 2022 Press Release
99.3            Investor Presentation dated February 2022

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