Varian Biopharmaceuticals Inc. entered into a definitive agreement to acquire SPK Acquisition Corp. (NasdaqCM:SPK) for $44.9 million in a reverse merger transaction on February 11, 2022. As per the terms of the transaction, SPK shall issue 4.5 million shares to Varian, par value $0.0001 per share. Varian and SPK shall pay a termination fee of $2.2 million to the non-breaching party within two days of such termination. In connection with the consummation of the transaction, SPK will be renamed "Varian Bio Pharma, Inc.". As per the transaction, the company will be led by existing management from Varian Bio, including Chief Executive Officer Jeffrey B. Davis and Chief Marketing Officer Jonathan Lewis.

The transaction is approved by the Boards of Directors of both SPK Acquisition Corp. and Varian Biopharmaceuticals Inc. and is subject to the satisfaction of customary closing conditions, including the approval of SPK Acquisition Corp. and Varian shareholders, approval or authorization required by any Authority, SPK having at least $5,000,001 of net tangible assets upon consummation, the conditional approval for listing by the Nasdaq Stock Market of the shares of SPK Common Stock to be issued and the Form S-4 becoming effective. The transaction has been approved by the shareholders of SPK. On March 10, 2022, in connection with the first extension, because a registration statement relating to a business combination was filed before March 10, 2022, SPK was able to extend the time to complete a business combination to June 10, 2022. On June 10, 2022, SPK elected to further extend the deadline to consummate its proposed business combination to September 10, 2022. The cash proceeds from the transactions are expected to fund manufacturing, pre-clinical and IND-enabling toxicology studies, and “first-in-human” human clinical studies for an aPKCi inhibitor. As of October 8, 2022, Varian deposited $50,000 into the Trust Account to extend the time to complete a Business Combination for one month, to November 10, 2022.

LifeSci Capital, LLC acted as financial advisor and Mitchell S. Nussbaum of Loeb & Loeb LLP acted as legal advisor to SPK Acquisition Corp. Anthony W. Epps of Dorsey & Whitney LLP acted as the legal advisor to Varian Biopharmaceuticals Inc. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and ksmith of Advantage Proxy, Inc. acted as information agent to SKP Acquisition.

Varian Biopharmaceuticals Inc. cancelled the acquisition of SPK Acquisition Corp on December 21, 2022. As of December 21, 2021, SPK sent Varian written notice that SPK had terminated the merger agreement, pursuant to Section 10.2(a) thereof, alleging certain breaches by Varian of one or more covenants contained in the merger agreement.