SciSparc completes sale of MitoCareX subsidiary to N2OFF for $700,000

SciSparc Ltd. (NASDAQ: SPRC) completed the sale of its majority-owned subsidiary MitoCareX Bio Ltd. to N2OFF Inc. (NASDAQ: NITO) on October 20, 2025, according to a company statement.

Under the agreement initially signed February 25, 2025, N2OFF purchased 6,622 shares of MitoCareX from SciSparc for $700,000. The transaction also involved exchanging remaining outstanding MitoCareX shares with all sellers for N2OFF common stock totaling 40% of N2OFF's fully diluted capital stock.

MitoCareX focuses on developing therapies for treatment-resistant cancers by targeting proteins in the mitochondrial SLC25 protein family. The subsidiary uses a proprietary algorithm called MITOLINE for 3D comparative modeling of these proteins to identify potential anti-cancer small molecule therapeutics.

The sellers, including SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri, will receive 30% of N2OFF's financing proceeds for five years following the closing, capped at $1.6 million. They are also entitled to milestone-based issuances of up to 25% of N2OFF common stock on a fully diluted basis.

Following the transaction's completion, MitoCareX became a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees.

The companies share board members, with Amitay Weiss serving as chairman of N2OFF's board and president of SciSparc's board. Liat Sidi serves on both companies' boards of directors.

SciSparc is a clinical-stage pharmaceutical company focused on developing cannabinoid-based therapies for central nervous system disorders, including treatments for Tourette syndrome, Alzheimer's disease, and autism spectrum disorder.

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