공시 • Feb 27
N2OFF, Inc. (NasdaqCM:NITO) entered into a Securities Purchase and Exchange Agreement to acquire MitoCareX Bio Ltd from SciSparc Ltd. (NasdaqCM:SPRC), Alon Silberman and Ciro Leonardo Pierri.
N2OFF, Inc. (NasdaqCM:NITO) entered into a Securities Purchase and Exchange Agreement to acquire MitoCareX Bio Ltd from SciSparc Ltd. (NasdaqCM:SPRC), Alon Silberman and Ciro Leonardo Pierri on February 25, 2025. A cash consideration of $0.7 million will be paid by N2OFF, Inc. The consideration consists of common equity of N2OFF, Inc. to be issued for common equity of MitoCareX Bio Ltd. N2OFF, Inc. will pay an earnout/contingent payment common equity. As part of consideration, $0.7 million is paid towards common equity of MitoCareX Bio Ltd. On the terms and subject to the conditions set forth in the Agreement, on the closing date of the transactions contemplated under the Agreement SciSparc will transfer and sell 6,622 Ordinary Shares to the Company, in consideration for a cash payment of $700,000; contingent upon the transfer of Alon’s Shares, Ciro’s Shares and SciSparc’s Exchanged Shares to the Company. on the Closing Date the Company will issue and deliver (i) shares of its common stock, par value $0.0001 per share to Alon representing 15.50% of the Company on a fully-diluted basis; (ii) shares of Common Stock to Ciro representing 7.75% of the Company on a fully-diluted basis; and (iii) shares of Common Stock to SciSparc representing 16.75% on a fully-diluted basis, calculated in each case as of immediately following the Closing; and as consideration for the Exchanged Common Stock, (1) Alon will transfer 11,166 Ordinary Shares to the Company, which will represent 100% of the Ordinary Shares owned by Alon as of the Closing Date; (2) Ciro will transfer 5,584 Ordinary Shares to the Company, which will represent 100% of the Ordinary Shares owned by Ciro as of the Closing Date; and (3) SciSparc will transfer 12,066 Ordinary Shares to the Company, such that, together with the Purchased Shares, the Company will receive 100% of SciSparc’s holdings in MitoCareX. Additionally, the Sellers will receive such number of additional shares of Common Stock, if the respective Milestones are achieved as set forth in the Agreement, will be duly issued in installments based on the achievement of each Milestone, as set forth in the Agreement, and will be allocated amongst the Sellers as follows: 50% to SciSparc, 33.33% to Alon and 16.67% to Ciro. The Sellers’ eligibility to receive Additional Company Stock will terminate on December 31, 2028, such that if a specific Milestone is not achieved and therefore the right to receive the respective number of shares of Additional Company Stock issuable upon the achievement of such Milestone is not earned by December 31, 2028, the right to receive the number of shares of Additional Company Stock attributable to any such non-achieved Milestone pursuant to the Agreement will terminate.
The Agreement contains customary representations, warranties and covenants by each of the Parties. The closing of the Agreement is contingent upon, among other customary obligations, obtaining approval of the Company’s stockholders by the requisite majority. Either Party may terminate the Agreement if the Closing Date has not occurred within ninety days of February 25, 2025. This agreement also contemplates a commitment by the Company to financially support MitoCareX’s operations during the first two years following the closing, including an initial cash investment of $1,000,000. Amitay Weiss, Chairman of the Board of Directors of N2OFF, also serves as the Chairman of the Board of Directors of SciSparc. Additionally, Liat Sidi, a member of N2OFF’s Board of Directors, also serves as a member of the Board of Directors of SciSparc.