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N2OFF, Inc. (NASDAQ: NITO) ("N2OFF" and the "Company"), a cleantech company investing in solar energy assets based on the RTB (Ready to Build) business model, announced today that a special meeting of stockholders held on September 25, 2025, its stockholders voted on and approved, among others, the proposed acquisition of MitoCareX Bio Ltd. ("MitoCareX"), a biotech company focused on drug discovery targeting cancer therapeutics, with a range of other potential diseases and disorders, through targeting the mitochondrial SLC25 protein family.
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 $194.1B in 2024 and is expected to reach $344.1B by 2031.
On February 25, 2025, N2OFF entered into a securities purchase and exchange agreement to acquire full ownership of MitoCareX from SciSparc Ltd (NASDAQ: SPRC), Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (the "Sellers"). Under the agreement, N2OFF will purchase 6,622 shares from SciSparc for $700,000 and exchange additional shares with all Sellers for common stock totalling 40% of the Company'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. 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, 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 the Company 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 within the first half of October 2025, subject to the satisfaction of the remaining closing conditions.
