N2OFF Shareholders Approve SciSparc’s MitoCareX Merger, Targeting Breakthroughs in Resistant Cancers
Shareholder Approval Clears Path for Cancer Drug Discovery Expansion
N2OFF, Inc. shareholders have voted to approve the acquisition of MitoCareX Bio Ltd., a subsidiary majority-owned by SciSparc (NASDAQ: SPRC). This strategic move positions MitoCareX to become a wholly owned arm of N2OFF, clearing a significant hurdle in bringing forward new treatments for challenging cancers such as pancreatic and non-small cell lung cancer.
MitoCareX Targets Hard-to-Treat Cancers with Advanced Mitochondrial Protein Research
MitoCareX focuses on developing therapies for cancers with poor treatment outcomes by targeting the mitochondrial SLC25 protein family. Their proprietary 3D protein modeling and in-vitro screening enable the identification and validation of small molecule therapeutics, potentially opening the door for novel approaches in a market projected to grow to $344.1 billion by 2031.
Structured Transaction Details Offer Multi-Layered Upside for SciSparc and Sellers
| Transaction Element | Detail |
|---|---|
| Cash Purchase | $700,000 for 6,622 shares from SciSparc |
| Stock Exchange | Remaining shares for 40% of N2OFF’s fully diluted capital stock |
| Seller Participation | 30% of N2OFF’s financing proceeds (capped at $1.6 million) for 5 years post-closing |
| Milestone-Based Equity | Up to 25% of N2OFF common stock (fully diluted) based on future achievements |
| Initial Investment | $1,000,000 from N2OFF for operations within two years after closing |
Leadership Overlap Highlights Tight Strategic Collaboration
The merger isn’t just about assets. With N2OFF’s chairman, Mr. Amitay Weiss, also holding leadership roles at SciSparc, and shared board members between the two companies, the merger deepens a web of collaborative governance—potentially accelerating synergies and keeping management priorities closely aligned as the companies tackle new cancer research initiatives.
Industry Implications: Riding the Biotech Growth Wave
This transaction plants MitoCareX firmly in a sector set for explosive growth. As the cancer therapeutics and biotherapeutics market heads toward $344.1 billion in 2031, competition for novel treatments intensifies. MitoCareX’s specialized approach—honing in on mitochondrial targets—could help the new entity carve out a meaningful niche among hard-to-treat indications, where success rates for drug candidates have traditionally been low but financial rewards, for breakthroughs, remain substantial.
Key Dates and What to Watch Next
| Milestone | Expected Timeline |
|---|---|
| Shareholder Approval | September 25, 2025 |
| Anticipated Transaction Closing | First half of October 2025 |
| Initial Operational Funding | Upon closing ($1,000,000) |
| Potential Milestone-Based Stock Issuances | Following specific future achievements, post-closing |
Takeaway: Strategic Biotech Alignment Positions MitoCareX for Future Milestones
With shareholder approval secured, SciSparc and N2OFF’s merger plan paves the way for fresh capital and a robust strategic partnership—at a time when the cancer therapy market is racing ahead. Investors and industry observers will want to track whether the coming months bring not just the close of this deal, but also clinical and business milestones that could signal MitoCareX’s move from potential to progress in a notoriously tough therapeutic arena.
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