N2OFF shareholders approve acquisition of MitoCareX drug discovery unit

N2OFF Inc. (NASDAQ: NITO) shareholders approved the acquisition of MitoCareX Bio Ltd., a majority-owned subsidiary of SciSparc Ltd. (NASDAQ: SPRC), at a special meeting held September 25, 2025.

Under the February 2025 agreement, N2OFF will purchase 6,622 MitoCareX shares from SciSparc for $700,000 and exchange remaining shares with sellers for 40% of N2OFF's fully diluted capital stock. The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years following closing.

MitoCareX focuses on developing therapies for treatment-resistant cancers by targeting mitochondrial SLC25 proteins. The company uses 3D comparative modeling to identify potential anti-cancer small molecule therapeutics for conditions including pancreatic and non-small cell lung cancer.

N2OFF committed to provide $1 million in initial cash investment and financial support for MitoCareX operations during the first two years post-closing. Additional milestone-based payments could result in sellers receiving up to 25% of N2OFF common stock on a fully diluted basis.

The transaction is expected to close in the first half of October 2025, subject to remaining closing conditions. Upon completion, MitoCareX will become a wholly-owned N2OFF subsidiary with a reconstituted board.

SciSparc develops cannabinoid-based pharmaceuticals for central nervous system disorders. The company's pipeline includes treatments for Tourette Syndrome, Alzheimer's disease, autism spectrum disorder and status epilepticus.

Amitay Weiss serves as chairman of N2OFF's board and president of SciSparc's board. Liat Sidi sits on both companies' boards of directors.

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