N2OFF, Inc. (NASDAQ: NITO) stockholders have approved the acquisition of MitoCareX Bio Ltd., a biotech company developing innovative cancer therapeutics targeting the mitochondrial SLC25 protein family. The approval, announced on September 25, 2025, following a special stockholder meeting, represents a significant strategic pivot for the cleantech company into the pharmaceutical sector.
Novel Approach to Cancer Drug Discovery
MitoCareX focuses on developing therapies for hard-to-treat cancers, including pancreatic and non-small cell lung cancer, by targeting proteins within the mitochondrial SLC25 protein family. The company's drug discovery platform combines computational modeling with experimental validation to identify potential anti-cancer therapeutics.
The biotech company's approach relies on generating 3D comparative modeling for proteins of interest, enabling the identification of anti-cancer small molecule therapeutics. MitoCareX corroborates the biological activity of discovered compounds through advanced in-vitro screening systems specifically designed for mitochondrial research.
Transaction Structure and Timeline
Under the securities purchase and exchange agreement signed on February 25, 2025, N2OFF will acquire full ownership of MitoCareX from SciSparc Ltd (NASDAQ: SPRC), Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri. The transaction involves N2OFF purchasing 6,622 shares from SciSparc for $700,000 and exchanging additional shares with all sellers for common stock totaling 40% of the company's fully diluted capital stock.
The sellers will collectively receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years. Additionally, milestone-based issuances of up to 25% of N2OFF's common stock may be awarded to sellers based on performance metrics.
N2OFF has committed to financially supporting MitoCareX's operations during the first two years following closing, including an initial cash investment of $1,000,000. The companies aim to close the transaction within the first half of October 2025, pending satisfaction of remaining closing conditions.
Market Opportunity
According to a Coherent Market Insights report cited in the announcement, the global cancer therapeutics and biotherapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, highlighting the significant commercial potential for MitoCareX's therapeutic approach.
Corporate Governance Considerations
The transaction involves overlapping board relationships, with Mr. Amitay Weiss serving as Chairman of both N2OFF and SciSparc, and Ms. Liat Sidi serving on both companies' boards of directors. Upon closing, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees.
