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TEL AVIV, Israel, Sept. 29, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (NASDAQ: SPRC) (the "Company" or "SciSparc"), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, today announced that on September 25, 2025, the stockholders of N2OFF, Inc. (NASDAQ: NITO) ("N2OFF") voted on and approved, among other things, the proposed acquisition of SciSparc's majority owned subsidiary, MitoCareX Bio Ltd. ("MitoCareX"). This important milestone, achieved at N2OFF's special meeting of stockholders held on September 25, 2025, clears a key path for the completion of the Acquisition, which would result in MitoCareX becoming a wholly owned subsidiary of N2OFF.
MitoCareX is focusing on the development of novel therapies for hard-to-treat cancers by targeting proteins belonging to the mitochondrial SLC25 protein family. MitoCareX's drug discovery activities rely on the ability to reliably generate 3D comparative modeling for its proteins of interest, which further allows the potential identification of anti-cancer small molecule therapeutics. Furthermore, by leveraging its advanced in-vitro screening systems related to mitochondria, MitoCareX corroborates the anti-cancer biological activity of small molecules discovered through its computational platform. According to Coherent Market Insights report, the global cancer therapeutics and biotherapeutics market was estimated to be valued at $194.1 billion in 2024 and is expected to reach $344.1 billion by 2031.
On February 25, 2025, the Company entered into a securities purchase and exchange agreement with N2OFF to sell full ownership of MitoCareX from SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (together, the "Sellers"). Under the agreement, N2OFF will purchase 6,622 shares of MitoCareX from SciSparc for $700,000 and exchange the additional and remaining outstanding shares of MitoCareX with all Sellers for shares of N2OFF's common stock, totaling 40% of N2OFF's's fully diluted capital stock. The Sellers will collectively be entitled to 30% of N2OFF's financing proceeds (capped at $1.6 million) for five years following the closing date. Upon closing, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees. In addition, under the terms of the agreement, following the closing, the Sellers will be entitled to milestone-based issuances of up to 25% of common stock of N2OFF, calculated on a fully diluted basis.
This agreement also contemplates a commitment by N2OFF to financially support MitoCareX's operations during the first two years following the closing, including an initial cash investment of $1,000,000.
Approval by the stockholders of N2OFF represented one of the closing conditions in the agreement. N2OFF and the Sellers are aiming to close the transaction in the first half of October 2025, subject to the satisfaction of the remaining closing conditions.
Mr. Amitay Weiss, Chairman of the Board of Directors of N2OFF, also serves as the President and a member of the Board of DirectorsI of SciSparc. Additionally, Ms. Liat Sidi, a member of N2OFF's Board of Directors, also serves as a member of the Board of Directors of SciSparc.
