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.