N2OFF stockholders approve MitoCareX Bio acquisition

NEW YORK - N2OFF, Inc. (NASDAQ:NITO), a cleantech company primarily investing in solar energy assets, announced Thursday that its stockholders have approved the proposed acquisition of MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics development. The deal involves SciSparc Ltd. (NASDAQ:SPRC), which according to InvestingPro data, has seen its stock decline over 44% in the past six months amid challenging market conditions.

The approval came during a special meeting of stockholders held on September 25. The acquisition, first announced on February 25, will transform N2OFF’s business focus by adding a biotechnology subsidiary targeting the mitochondrial SLC25 protein family for cancer treatment.

Under the agreement, N2OFF will purchase shares from SciSparc Ltd. (NASDAQ:SPRC) for $700,000 and exchange additional shares with all sellers for common stock totaling 40% of the company’s fully diluted capital. The sellers will be entitled to 30% of N2OFF’s financing proceeds, capped at $1.6 million, over five years. SciSparc, currently valued at a market capitalization of $2.05 million, maintains a strong liquidity position with a current ratio of 5.36x and minimal debt-to-equity of 0.01. InvestingPro analysis reveals 13 additional key insights about the company’s financial health and future prospects.

The deal also includes milestone-based issuances of up to 25% of N2OFF’s common stock and a commitment by N2OFF to support MitoCareX’s operations with an initial $1 million investment over the first two years following closing.

N2OFF and the sellers aim to complete the transaction in early October 2025, subject to remaining closing conditions being satisfied.

The transaction involves related parties, as Mr. Amitay Weiss serves as Chairman of both N2OFF and SciSparc, while Ms. Liat Sidi sits on both companies’ boards of directors.

Currently, N2OFF operates as a cleantech company investing in EU-based solar projects and controls approximately 98% of Save Foods Ltd., which develops post-harvest treatments for fruits and vegetables. While SciSparc reported a revenue decline in the last twelve months, analysts tracked by InvestingPro project sales growth of 17.3% for the coming year, suggesting potential upside in this strategic transaction.

This information is based on a company press release statement.

In other recent news, SciSparc Ltd. has announced the launch of a quantum computing initiative aimed at advancing 3D protein modeling. This initiative, approved by the company’s board, will focus on improving the accuracy of protein structure prediction and protein-ligand interactions through quantum-enabled tools. Additionally, SciSparc has scheduled shareholder meetings for late August to vote on its proposed merger with AutoMax Motors Ltd., with the U.S. Securities and Exchange Commission having declared the registration statement effective in July. In related developments, Clearmind Medicine Inc. has filed a new international patent application for a combination therapy targeting obesity and metabolic dysfunction-associated steatotic liver disease. This patent application was developed in collaboration with SciSparc. These developments reflect SciSparc’s ongoing efforts in expanding its research and strategic partnerships.

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