N2OFF Announces Closing of Merger with Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer

Rhea-AI Summary

N2OFF (NASDAQ: NITO) closed its acquisition of MitoCareX on October 20, 2025, making MitoCareX a wholly owned subsidiary focused on drug discovery targeting mitochondrial SLC25 proteins and hard-to-treat cancers including pancreatic and non-small cell lung cancer.

N2OFF paid $700,000 to SciSparc for MitoCareX shares and issued N2OFF common stock representing 40% of fully diluted capital to the sellers. Sellers are entitled to 30% of financing proceeds (capped at $1.6M) for five years and up to 25% additional common stock

Positive

• Acquisition completed 100%: MitoCareX became wholly owned
• Strategic biotech entry into cancer therapeutics via SLC25 targets
• Purchase price of $700,000 limits near-term cash outflow

Negative

• Issuance equals 40% of fully diluted stock, causing major dilution
• Sellers reserved up to 25% more stock via milestone issuances
• Sellers entitled to 30% of financings capped at $1.6M (5 years)

Insights

Corporate Strategy & Finance

N2OFF completed a merger to make MitoCareX its wholly owned biotech subsidiary, exchanging equity and committing near-term funding.

N2OFF purchased shares of MitoCareX for $700,000 and issued common stock that will represent 40% of N2OFF’s fully diluted capital stock, resulting in MitoCareX becoming a wholly owned subsidiary as of October 20, 2025. The sellers retain rights to 30% of N2OFF’s financing proceeds (capped at $1.6 million) for five years and may receive milestone-based issuances totaling up to 25% of N2OFF’s common stock on a fully diluted basis. The company also committed to support MitoCareX’s operations financially during the first two years after closing.

The mechanics create clear near-term funding obligations and potential dilution: follow‑on financings will transfer up to $1.6 million of proceeds to the sellers and milestone issuances could meaningfully increase share count. Governance overlap is disclosed with two directors holding roles connected to SciSparc; that fact may affect stakeholder perception of related-party alignment. Key items to watch are the pace and size of outside financings, the timing and triggering of any milestone issuances, use of the committed two‑year operational support, and any disclosure of the exact milestones and dilution schedules over the next two years.

10/23/2025 - 08:25 AM

Neve Yarak, Israel, Oct. 23, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a cleantech company investing in solar energy assets based on the RTB (Ready to Build) business model, announced today the closing of the merger with MitoCareX Bio Ltd. ("MitoCareX"), a biotech company focused on drug discovery targeting cancer therapeutics, with a range of other potential diseases and disorders, through targeting the mitochondrial SLC25 protein family.

MitoCareX is focusing on the development of novel therapies for hard-to-treat cancers by targeting proteins belonging to the mitochondrial SLC25 protein family. Central to this effort is MITOLINE^™, MitoCareX’s proprietary algorithm that enables reliable 3D comparative modeling of mitochondrial SLC25’s proteins, which further allows the potential identification of anti-cancer small molecule therapeutics. Furthermore, by leveraging its advanced in-vitro screening systems related to mitochondria, MitoCareX corroborates the anti-cancer biological activity of small molecules discovered through its computational platform. According to Coherent Market Insights, the Global Cancer Therapeutics and Biotherapeutics Market is estimated to be valued at $211.02 billion in 2025 and is expected to reach $378.62 billion by 2032, exhibiting a compound annual growth rate (CAGR) of 8.7% from 2025 to 2032.

On October 20, 2025, N2OFF’s acquisition of MitoCareX closed following the satisfaction of the closing conditions set forth in the Securities Purchase and Exchange Agreement, dated February 25, 2025, as amended, by and among N2OFF, SciSparc Ltd (NASDAQ:SPRC), Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (the “Sellers”). Upon the closing, N2OFF purchased ordinary shares of MitoCareX from SciSparc for $700,000 and received the remaining ordinary shares of MitoCareX from the Sellers, thereby resulting in MitoCareX becoming the wholly-owned subsidiary of N2OFF, in exchange for common stock of N2OFF representing 40% of N2OFF’s fully diluted capital stock. According to the terms of the agreement, the Sellers are collectively entitled to 30% of N2OFF’s financing proceeds (capped at $1.6 million) for five years, and the Sellers are entitled to milestone-based issuances of up to 25% of common stock of N2OFF, calculated on a fully diluted basis. This agreement also contemplates a commitment by the Company to financially support MitoCareX’s operations during the first two years following the closing.

Mr. Amitay Weiss, Chairman of the Board of Directors of N2OFF, also serves as the Chairman of the Board of Directors of SciSparc. Additionally, Ms. Liat Sidi, a member of N2OFF’s Board of Directors, also serves as a member of the Board of Directors of SciSparc.

About N2OFF Inc:

N2OFF is a cleantech company mainly engaged in EU based solar assets using the RTB (Ready to Build ) business model. N2OFF is currently the lead investor in four solar projects in three different EU countries, all of which were introduced by Solterra Renewable Energy Ltd., a wholly owned subsidiary of Solterra Energy Ltd.

N2OFF also controls approximately 98% of Save Foods Ltd., an Israeli company focused on post-harvest treatments for fruits and vegetables, aiming to control and prevent pathogen contamination. For more information on Save Foods Ltd. visit our website: www.n2off.com.

Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties including the successful implementation of potential synergies between N2OFF and MitoCareX, operational and business opportunities available to N2OFF following the acquisition of MitoCareX, the potential benefits MitoCareX can present to N2OFF if and when the transaction closes, the success of our collaboration with Solterra Energy Ltd., entry into future projects, our ability to successfully enter the solar PV sector, the profitability of such industry, and the potential added value of the increased capacity. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in N2OFF’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

Investor Relations Contact:
Michal Efraty
michal@efraty.com

FAQ

What did N2OFF (NITO) announce on October 20, 2025 regarding MitoCareX?

N2OFF closed its acquisition of MitoCareX, which became a wholly owned subsidiary focused on mitochondrial SLC25 cancer targets.

How much did N2OFF pay for MitoCareX shares from SciSparc (NASDAQ: SPRC)?

N2OFF purchased ordinary shares of MitoCareX from SciSparc for $700,000.

How much equity did MitoCareX sellers receive in N2OFF after the merger (NITO)?

The sellers received N2OFF common stock representing 40% of N2OFF’s fully diluted capital stock.

What ongoing payments or issuances are the sellers entitled to after the N2OFF-MitoCareX merger?

Sellers are entitled to 30% of N2OFF’s financing proceeds (capped at $1.6M) for five years and milestone-based issuances up to 25% of common stock.

What operational support did N2OFF commit to for MitoCareX after closing?

N2OFF committed to financially support MitoCareX’s operations during the first two years following the closing.

What is MitoCareX’s therapeutic focus and proprietary platform?

MitoCareX focuses on cancer therapeutics targeting mitochondrial SLC25 proteins and uses the proprietary MITOLINE™ algorithm for 3D comparative modeling.