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TEL AVIV - SciSparc Ltd. (NASDAQ:SPRC), a clinical-stage pharmaceutical company specializing in central nervous system disorders, has entered into a definitive agreement to sell its stake in MitoCareX Bio Ltd. to N2Off, Inc. (NASDAQ:NITO). The deal involves the sale of 4,961 MitoCareX shares for $700,000 and the exchange of remaining shares for N2Off common stock, representing a 40% equity stake post-transaction. N2Off, currently valued at $4.91 million in market capitalization, has shown strong momentum with a 73.39% year-to-date return, according to InvestingPro data.
The agreement, which awaits N2Off shareholder approval, will make MitoCareX a wholly owned subsidiary of N2Off. The sellers, including SciSparc and individuals Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, are also set to receive additional N2Off stock based on future milestones, potentially reaching up to 25% of N2Off’s fully diluted capital stock. N2Off brings strong financial health to the deal, maintaining zero debt and a robust current ratio of 6.52, as revealed by InvestingPro analysis.
In financial terms, SciSparc and co-sellers will collectively gain 30% of N2Off’s financing proceeds over five years, capped at $1.6 million. N2Off has committed to a $1 million investment in MitoCareX after the deal’s conclusion. Dr. Silberman will remain CEO with a revised contract, including a 5% N2Off stock grant, vesting over three years.
This transaction is part of SciSparc’s strategic shift to focus on its cannabinoid-based pharmaceutical programs, including treatments for Tourette Syndrome, Alzheimer’s disease, pain, ASD, and status epilepticus. SciSparc also controls a subsidiary selling hemp seed oil products on Amazon (NASDAQ:AMZN) Marketplace. For N2Off, analysts project revenue growth of 30.66% for the current fiscal year, suggesting potential upside from the acquisition. Get access to 13 additional key insights about N2Off with an InvestingPro subscription.
The deal comes with a 30-day closing condition, and its successful completion will result in a restructured MitoCareX board under N2Off’s control. Notably, Amitay Weiss and Liat Sidi serve as chairmen on the boards of both SciSparc and N2Off, indicating a close relationship between the two companies.
This news is based on a press release statement and contains forward-looking statements subject to risks and uncertainties. SciSparc has cautioned that actual results could differ materially from those projected due to various factors.
In other recent news, N2OFF, Inc. has entered into a significant agreement to acquire a 70% stake in SB Impact 4 LTD, a subsidiary of Solterra Brand Services Italy SRL. This acquisition marks N2OFF’s strategic expansion into the energy storage sector in Italy, with plans to finance two battery storage projects in Sicily. Additionally, N2OFF has announced an exclusive one-year collaboration with Solterra Energy Ltd. to develop renewable energy projects in Albania, focusing on solar energy and battery storage. This partnership aligns with a broader trilateral agreement involving Italy, Albania, and the UAE to enhance renewable energy projects in the region.
Moreover, N2OFF’s subsidiary, Save Foods Ltd., has successfully defended its European patent against ECOLAB Inc., a decision that strengthens its market position and aligns with EU regulatory goals. The company has also regained compliance with Nasdaq’s minimum bid price requirement, stabilizing its market position. N2OFF’s ongoing projects in Germany and Italy, including a solar photovoltaic project and battery energy storage systems, highlight its commitment to expanding renewable energy infrastructure. These developments reflect N2OFF’s strategic initiatives to diversify its portfolio and establish a presence in the renewable energy sector.
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