SciSparc Stocks Surge 50% In Pre-Market After N2OFF Approves MitoCareX Acquisition

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(RTTNews) - Shares of SciSparc Ltd. (SPRC) are gaining over 58% in premarket trading on Tuesday, on news that the stockholders of N2OFF Inc. (NITO) have approved the proposed acquisition of SciSparc's majority-owned subsidiary, MitoCareX Bio Ltd.

The approval thus paves the way for the completion of the acquisition, which would result in MitoCareX becoming a wholly owned subsidiary of N2OFF.

Earlier, on February 25, 2025, the company entered into a securities purchase and exchange agreement with N2OFF to sell the full ownership of MitoCareX held by SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (Sellers).

As per the agreement, N2OFF will purchase 6,622 shares of MitoCareX from SciSparc for $0.7 million and exchange the outstanding shares of MitoCareX with all Sellers for N2OFF's common stock, totaling 40% of N2OFF's fully diluted capital stock. In addition, for five years after the deal closes, the Sellers will also receive 30% of any financing proceeds raised by N2OFF, up to a total of $1.6 million.

The transaction is expected to close in the first half of October. Upon closing, MitoCareX will become a wholly owned subsidiary of N2OFF, with N2OFF appointees on the board.

The agreement also requires N2OFF to commit to financially supporting MitoCareX's operations post-closure for the first two years, including a cash investment of $1 million.

SciSparc currently has four drug candidates in clinical trials for indications that include Tourette Syndrome, Obstructive Sleep Apnea, Alzheimer's Disease and Agitation, Autism Spectrum Disorder, and two in pre-clinical studies for Status Epilepticus, and Chronic Pain.

MitoCareX develops therapies for resistant cancers by targeting the Mitochondrial Carriers belonging to the SLC25 protein family. Additionally, it corroborates the anti-cancer biological activity of small molecules discovered through its computational platform.

According to Coherent Market Insights, the global cancer therapeutics and biotherapeutics market was estimated to be valued at $194.1 billion in 2024 and is expected to reach $344.1 billion by 2031.

NITO is trading 4.96% higher at $4.02.