N2OFF stockholders approve MitoCareX acquisition

N2OFF Inc. (NASDAQ: NITO) announced that its stockholders approved the proposed acquisition of MitoCareX Bio Ltd. during a special meeting held September 25, 2025.

MitoCareX is a biotech company focused on drug discovery for cancer therapeutics by targeting the mitochondrial SLC25 protein family. The company develops therapies for resistant cancers including pancreatic and non-small cell lung cancer using computational platforms and in-vitro screening systems.

Under the February 25, 2025 securities purchase and exchange agreement, N2OFF will acquire full ownership of MitoCareX from SciSparc Ltd. (NASDAQ: SPRC), Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri. The transaction includes purchasing 6,622 shares from SciSparc for $700,000 and exchanging additional shares totaling 40% of N2OFF's fully diluted capital stock.

The sellers will collectively receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years. They are also entitled to milestone-based issuances of up to 25% of N2OFF's common stock on a fully diluted basis. N2OFF committed to provide $1,000,000 in initial cash investment and financial support for MitoCareX's operations during the first two years following closing.

Upon completion, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees. The companies aim to close the transaction in the first half of October 2025, subject to remaining closing conditions.

N2OFF is a cleantech company primarily engaged in European solar energy assets. The company also controls approximately 98% of Save Foods Ltd., which focuses on post-harvest treatments for fruits and vegetables.

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