SciSparc Ltd. Completes Sale of MitoCareX to N2OFF

On October 20, 2025, SciSparc Ltd. completed the sale of its majority-owned subsidiary, MitoCareX Bio Ltd., to N2OFF, Inc. The transaction, which was initially agreed upon on February 25, 2025, involved the transfer of all ordinary shares of MitoCareX to N2OFF, making MitoCareX a wholly-owned subsidiary of N2OFF. In return, SciSparc received $700,000 in cash and 490,751 shares of N2OFF common stock, representing 16.75% of N2OFF on a fully-diluted basis. MitoCareX focuses on developing novel therapies for hard-to-treat cancers, particularly pancreatic and non-small cell lung cancer, using its proprietary MITOLINE™ algorithm. The transaction also includes milestone-based payments and financial support from N2OFF for MitoCareX's operations.