SciSparc Announces Closing of the Sale to N2OFF of Majority-Owned Subsidiary MitoCareX, Advancing Drug Discovery for Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer

Rhea-AI Summary

SciSparc (Nasdaq: SPRC) announced on October 23, 2025 the closing of the sale of its majority-owned subsidiary MitoCareX to N2OFF (Nasdaq: NITO).

N2OFF purchased 6,622 MitoCareX shares from SciSparc for $700,000, exchanged remaining shares with the sellers for N2OFF common stock equaling 40% of N2OFF’s fully diluted capital, and reconstituted MitoCareX’s board. Sellers are entitled to 30% of N2OFF’s financing proceeds (capped at $1.6M) for five years and may receive up to 25% of N2OFF common stock as milestone-based issuances. MitoCareX focuses on mitochondrial SLC25 targets and uses the MITOLINE™ algorithm plus in vitro screening for anti-cancer small molecules.

Positive

• Cash received: $700,000 for 6,622 MitoCareX shares
• Sellers received 40% of N2OFF on a fully diluted basis
• Sellers entitled to 30% of financing proceeds (capped at $1.6M) for five years
• Potential milestone upside: up to 25% of N2OFF common stock
• MITOLINE™ platform and in vitro screening transferred to N2OFF

Negative

• SciSparc no longer holds majority ownership of MitoCareX after closing
• MitoCareX board reconstituted with N2OFF appointees, reducing SciSparc control
• Shared directors between SciSparc and N2OFF may present a related-party overlap
• Financing-proceeds entitlement is capped at $1.6M, limiting cash upside

TEL AVIV, Israel, Oct. 23, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (Nasdaq: SPRC) (the "Company" or "SciSparc"), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, today announced the closing of the sale to N2OFF, Inc. (Nasdaq: NITO) (“N2OFF”) of SciSparc’s majority owned subsidiary, MitoCareX Bio Ltd. (“MitoCareX”). 

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 February 25, 2025, the Company entered into a securities purchase and exchange agreement, which closed on October 20, 2025, with N2OFF to sell full ownership of MitoCareX from SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (together, the “Sellers”). Under the agreement, N2OFF purchased 6,622 shares of MitoCareX from SciSparc for $700,000 and exchanged the additional and remaining outstanding shares of MitoCareX with all Sellers for shares of N2OFF’s common stock, totaling 40% of N2OFF’s's fully diluted capital stock. The Sellers will collectively be entitled to 30% of N2OFF’s financing proceeds (capped at $1.6 million) for five years following the closing date. Upon closing, MitoCareX became a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees. In addition, under the terms of the agreement, following the closing, the Sellers are entitled to milestone-based issuances of up to 25% of common stock of N2OFF, calculated on a fully diluted basis.

Mr. Amitay Weiss, Chairman of the Board of Directors of N2OFF, also serves as the President and a member 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 SciSparc Ltd. (Nasdaq: SPRC):

SciSparc Ltd. is a specialty clinical-stage pharmaceutical company led by an experienced team of senior executives and scientists. SciSparc’s focus is on creating and enhancing a portfolio of technologies and assets based on cannabinoid pharmaceuticals. With this focus, the Company, together with its majority-owned subsidiary Neurothera Labs Inc., are currently engaged in the following drug development programs based on THC and/or non-psychoactive CBD: SCI-110 for the treatment of Tourette syndrome, for the treatment of Alzheimer's disease and agitation; and SCI- 210 for the treatment of ASD and status epilepticus. The Company, through Neurothera Labs Inc., also owns a controlling interest in a subsidiary whose business focuses on the sale of hemp seed oil-based products on the Amazon.com Marketplace.

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. For example, SciSparc is using forward-looking statements when it discusses: the N2OFF transaction with MitoCareX, including milestone-based payments under the terms of the agreement among the parties and the commitment by N2OFF to financially support MitoCareX’s operations during the first two years following the closing. Because such statements deal with future events and are based on SciSparc’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of SciSparc 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 those discussed under the heading “Risk Factors” in SciSparc’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2025, and in subsequent filings with the SEC. Except as otherwise required by law, SciSparc disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information, future events or circumstances or otherwise.

Investor Contact:
IR@scisparc.com
Tel: +972 3-761-7108

FAQ

What did SciSparc announce about MitoCareX on October 23, 2025 (SPRC)?

SciSparc announced closing the sale of majority-owned MitoCareX to N2OFF, effective October 20, 2025.

How much did N2OFF pay SciSparc for MitoCareX shares in the SPRC deal?

N2OFF purchased 6,622 MitoCareX shares from SciSparc for $700,000.

What ownership did SciSparc and other sellers receive in N2OFF from the MitoCareX transaction?

The sellers exchanged remaining MitoCareX shares for N2OFF stock totaling 40% of N2OFF’s fully diluted capital.

What ongoing financial rights do the sellers retain after the SPRC sale of MitoCareX?

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

What technology does MitoCareX bring to N2OFF after the acquisition?

MitoCareX brings its MITOLINE™ 3D comparative modeling algorithm and mitochondria-focused in vitro screening capabilities.