SciSparc MitoCareX Acquisition Clears Hurdle, Shares Rise 58%

SciSparc's subsidiary MitoCareX is to be acquired by N2OFF after its stockholders approved the deal. The acquisition will result in MitoCareX becoming a wholly-owned subsidiary of N2OFF. SciSparc has four drug candidates in clinical trials and MitoCareX develops therapies for resistant cancers. The transaction is expected to close in October and N2OFF will commit to financially supporting MitoCareX's operations post-closure. Shares of SciSparc surged 58% in premarket trading.

TEL AVIV - N2OFF, Inc. (NASDAQ:NITO) shareholders have approved the acquisition of MitoCareX Bio Ltd., a majority-owned subsidiary of SciSparc Ltd. (NASDAQ:SPRC), at a special meeting held on September 25, 2025 N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1]. The transaction, initially announced on February 25, will result in MitoCareX becoming a wholly owned subsidiary of N2OFF.

Under the agreement, N2OFF will purchase 6,622 shares of MitoCareX from SciSparc for $700,000 and exchange the remaining outstanding shares with SciSparc and other sellers for N2OFF common stock, representing 40% of N2OFF’s fully diluted capital stock N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1]. SciSparc enters this deal with a strong balance sheet, holding more cash than debt and maintaining a healthy current ratio of 5.36x N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1].

MitoCareX focuses on developing novel therapies for difficult-to-treat cancers by targeting proteins in the mitochondrial SLC25 family. The company utilizes 3D comparative modeling to identify potential anti-cancer small molecule therapeutics N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1].

The sellers, including SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri, will collectively receive 30% of N2OFF’s financing proceeds for five years following closing, capped at $1.6 million. They may also receive milestone-based issuances of up to 25% of N2OFF common stock N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1].

N2OFF has committed to investing $1 million initially to support MitoCareX’s operations, with additional financial support planned for the first two years post-closing N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1]. The companies aim to complete the transaction in the first half of October 2025, subject to remaining closing conditions N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1].

Shares of SciSparc surged 58% in premarket trading following the announcement N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1]. SciSparc has four drug candidates in clinical trials and is progressing with its proposed merger with AutoMax Motors Ltd., with shareholder meetings scheduled to finalize the transaction N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1].

The global cancer therapeutics and biotherapeutics market was valued at approximately $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031 N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1]. SciSparc’s revenue is forecast to grow by 17.33% in FY2025, with analysts expecting profitability this year N2OFF shareholders approve acquisition of MitoCareX Bio from SciSparc^[1].