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NEVE YARAK, Israel - N2OFF, Inc. (NASDAQ: NITO), a company specializing in clean technology and sustainable solutions, announced it has signed a definitive agreement to acquire MitoCareX Bio Ltd., a biotech company focused on developing cancer therapeutics. The deal, subject to N2OFF stockholder approval, involves a securities purchase and exchange agreement granting N2OFF full ownership of MitoCareX.
N2OFF will buy 4,961 shares from SciSparc Ltd (NASDAQ:SPRC) for $700,000 and issue additional common stock to all sellers, representing 40% of its fully diluted capital stock. The sellers, in return, will receive 30% of N2OFF’s financing proceeds over five years, capped at $1.6 million. Additionally, milestone-based issuances could grant the sellers up to 25% of N2OFF’s common stock. According to InvestingPro data, SPRC maintains a healthy balance sheet with more cash than debt and a current ratio of 1.86x, though the company has been rapidly burning through its cash reserves.
MitoCareX’s approach to drug discovery targets the mitochondrial SLC25 protein family, aiming to develop treatments for difficult-to-treat cancers. Its methodology combines 3D comparative modeling and advanced in-vitro screening to identify potential anti-cancer small molecule therapeutics. InvestingPro analysis suggests SPRC is currently undervalued, with analysts expecting profitability this year despite recent market challenges. The global market for cancer therapeutics and biotherapeutics is projected to grow from $194.1 billion in 2024 to $344.1 billion by 2031, according to Coherent (NYSE:COHR) Market Insights.
As part of the agreement, N2OFF commits to financially support MitoCareX’s operations for two years post-acquisition, including an initial investment of $1 million. Upon completion of the transaction, MitoCareX will become a wholly owned subsidiary of N2OFF, with a reconstituted board appointed by N2OFF.
The acquisition is notable for the potential synergies between N2OFF’s clean tech focus and MitoCareX’s biotech expertise. However, the success of the integration and the realization of potential operational and business opportunities will depend on the approval of the transaction by N2OFF’s stockholders.
This strategic acquisition aligns with N2OFF’s broader mission to deliver integrated solutions for sustainable energy and agri-tech, as well as its recent entry into the solar PV market. The information in this article is based on a press release statement.
In other recent news, SciSparc Ltd. announced that its partner, AutoMax Motors Ltd., has received its first shipment of electric vehicles from JAC Motors, a Chinese automotive manufacturer. This marks a significant step in AutoMax’s strategy to bring JAC Motors’ electric vehicles to the Israeli market, following regulatory approvals for direct importation. The shipment enables AutoMax to begin marketing and sales of these vehicles in Israel. SciSparc has financially supported AutoMax, which has facilitated its dealings with JAC Motors. Additionally, SciSparc and AutoMax have entered into a merger agreement that could expand SciSparc’s operations into the automotive sector, pending customary closing conditions and shareholder approvals. SciSparc, known for its work in cannabinoid-based pharmaceuticals, views this as a diversification strategy. The company is involved in drug development for conditions like Tourette Syndrome and Alzheimer’s disease and holds a controlling interest in a subsidiary selling hemp seed oil-based products on Amazon (NASDAQ:AMZN). Investors are advised to review the final registration statement and proxy statement/prospectus regarding the proposed merger, which will be available once filed with the SEC.
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