On October 23, 2025, N2OFF, Inc. announced the closing of its merger with MitoCareX Bio Ltd., a biotech company focused on drug discovery targeting cancer therapeutics. The merger was completed on October 20, 2025, after all closing conditions were satisfied under the Securities Purchase and Exchange Agreement dated February 25, 2025. As part of the transaction, N2OFF purchased ordinary shares of MitoCareX from SciSparc for $700,000 and received the remaining shares from the sellers, making MitoCareX a wholly‑owned subsidiary.
Under the terms of the agreement, the sellers receive 30% of N2OFF’s financing proceeds, capped at $1.6 million, over five years, and are entitled to milestone‑based issuances of up to 25% of N2OFF’s common stock on a fully diluted basis. N2OFF also committed to provide financial support for MitoCareX’s operations during the first two years after closing. The deal gives N2OFF a direct stake in a company developing MITOLINE™, a proprietary algorithm for identifying anti‑cancer small‑molecule therapeutics.
The merger marks a significant expansion of N2OFF’s business beyond its cleantech and agri‑food technology roots into the high‑growth biotech sector. By integrating MitoCareX’s drug discovery platform, N2OFF positions itself to capture new revenue streams and diversify its portfolio. The transaction is a material event that could materially impact N2OFF’s long‑term growth prospects.
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