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TEL AVIV - N2OFF, Inc. (NASDAQ:NITO) shareholders have approved the proposed acquisition of MitoCareX Bio Ltd., a majority-owned subsidiary of SciSparc Ltd. (NASDAQ:SPRC), at a special meeting held on September 25, 2025. According to InvestingPro data, SciSparc, with a market capitalization of $2.29 million, maintains a strong financial health score of 2.33, rated as "FAIR" by analysts.
The transaction, initially announced on February 25, will result in MitoCareX becoming a wholly owned subsidiary of N2OFF. Under the agreement, N2OFF will purchase 6,622 shares of MitoCareX from SciSparc for $700,000 and exchange the remaining outstanding shares with SciSparc and other sellers for N2OFF common stock, representing 40% of N2OFF’s fully diluted capital stock. SciSparc enters this deal with a strong balance sheet, holding more cash than debt and maintaining a healthy current ratio of 5.36x.
MitoCareX focuses on developing novel therapies for difficult-to-treat cancers by targeting proteins in the mitochondrial SLC25 family. The company utilizes 3D comparative modeling to identify potential anti-cancer small molecule therapeutics.
The sellers, including SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri, will collectively receive 30% of N2OFF’s financing proceeds for five years following closing, capped at $1.6 million. They may also receive milestone-based issuances of up to 25% of N2OFF common stock.
N2OFF has committed to invest $1 million initially to support MitoCareX’s operations, with additional financial support planned for the first two years post-closing.
The companies aim to complete the transaction in the first half of October 2025, subject to remaining closing conditions.
Mr. Amitay Weiss serves as both Chairman of N2OFF’s Board and President and Board member of SciSparc. Ms. Liat Sidi sits on the boards of both companies.
The global cancer therapeutics and biotherapeutics market was valued at approximately $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, according to a report cited in the press release statement. For detailed analysis of healthcare companies and their growth potential, InvestingPro subscribers gain access to over 13 additional key metrics and expert insights. Notably, SciSparc’s revenue is forecast to grow by 17.33% in FY2025, with analysts expecting profitability this year.
In other recent news, N2OFF, Inc. announced that its stockholders have approved the acquisition of MitoCareX Bio Ltd. This acquisition, initially announced in February, marks a strategic shift for N2OFF by incorporating a biotechnology subsidiary focused on cancer therapeutics. Meanwhile, SciSparc Ltd. has initiated a quantum computing program aimed at enhancing 3D protein modeling, which could revolutionize drug discovery. The company plans to leverage quantum computing technology to improve the accuracy of protein structure predictions and interactions. Additionally, SciSparc is progressing with its proposed merger with AutoMax Motors Ltd., with shareholder meetings scheduled to finalize the transaction. In another development, Clearmind Medicine Inc. has filed a patent application for a new combination therapy targeting obesity and liver disease. This therapy, developed in collaboration with SciSparc, focuses on a novel combination of compounds. These recent developments highlight significant strategic moves by these companies in their respective fields.
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