N2OFF, Inc. (NASDAQ: NITO) announced today that a special meeting of its stockholders held on September 25, 2025, resulted in the approval of the proposed acquisition of MitoCareX Bio Ltd., a biotech company focused on drug discovery targeting the mitochondrial SLC25 protein family.
Under the terms of the securities purchase and exchange agreement signed on February 25, 2025, N2OFF will pay $700,000 for 6,622 shares of MitoCareX and exchange additional shares to the sellers for a 40% ownership stake in N2OFF’s fully diluted capital stock. The sellers will receive 30% of N2OFF’s financing proceeds, capped at $1.6 million, over five years, and may receive milestone‑based issuances of up to 25% of N2OFF common stock.
The transaction also commits N2OFF to provide $1,000,000 in operating support to MitoCareX during the first two years after closing, with the parties targeting a closing date in the first half of October 2025. Upon completion, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees.
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