N2OFF to acquire MitoCareX, enhancing its biotech portfolio focused on cancer drug discovery targeting mitochondrial proteins.
Quiver AI Summary
N2OFF, Inc., a clean tech company focused on sustainable energy solutions, announced its definitive agreement to acquire MitoCareX Bio Ltd., a biotech firm specializing in cancer drug discovery targeting mitochondrial proteins. The deal, involving the purchase of shares from SciSparc Ltd. and key individuals, will grant N2OFF full ownership of MitoCareX, which will become a wholly owned subsidiary. The acquisition includes a cash provision of $1 million to support MitoCareX's operations for two years and potential milestone-based stock issuances of up to 25%. This move aligns with N2OFF's strategy to diversify and enhance its portfolio beyond clean tech, tapping into the lucrative cancer therapeutics market projected to grow significantly in the coming years. The transaction is pending stockholder approval.
Potential Positives
- N2OFF has entered into a definitive agreement to acquire MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics, potentially increasing its overall market value.
- The acquisition aligns with growth potential in the cancer therapeutics market, which is projected to grow from $194.1 billion in 2024 to $344.1 billion by 2031, presenting significant revenue opportunities for N2OFF.
- Upon closing, MitoCareX will operate as a wholly owned subsidiary of N2OFF, allowing for integrated operational synergies and greater control over drug discovery initiatives.
- N2OFF's commitment to support MitoCareX's operations with an initial $1,000,000 investment demonstrates a strong commitment to investing in innovation and research, which may enhance its competitive positioning in the market.
Potential Negatives
- The press release indicates that N2OFF will need to financially support MitoCareX's operations over the next two years, including an initial cash investment of $1,000,000, which could strain the company's financial resources.
- N2OFF's commitment to issue up to 25% of its common stock to the Sellers based on milestone achievements may dilute existing shareholder equity significantly.
- The transaction is subject to stockholder approval, which raises uncertainty about the completion of the acquisition and could reflect concerns or dissent among shareholders.
FAQ
What is the recent acquisition by N2OFF, Inc.?
N2OFF, Inc. has acquired MitoCareX Bio Ltd., focusing on drug discovery for cancer therapeutics targeting mitochondrial proteins.
How will the acquisition of MitoCareX benefit N2OFF?
The acquisition aims to leverage MitoCareX's advanced drug discovery capabilities, enhancing N2OFF's position in the biotech and clean tech sectors.
What financial commitments has N2OFF made to MitoCareX?
N2OFF has committed to financially support MitoCareX with an initial cash investment of $1 million over the first two years.
What is MitoCareX Bio specialized in?
MitoCareX specializes in developing novel therapies for hard-to-treat cancers using computational modeling and advanced drug discovery techniques.
How can I learn more about MitoCareX Bio?
For more information about MitoCareX Bio and its innovative approaches, visit their official website at https://mitocarexbio.com.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
$NITO Insider Trading Activity
$NITO insiders have traded $NITO stock on the open market 1 times in the past 6 months. Of those trades, 1 have been purchases and 0 have been sales.
Here’s a breakdown of recent trading of $NITO stock by insiders over the last 6 months:
- RONEN ROSENBLOOM purchased 50,000 shares for an estimated $0
To track insider transactions, check out Quiver Quantitative's insider trading dashboard.
$NITO Hedge Fund Activity
We have seen 7 institutional investors add shares of $NITO stock to their portfolio, and 5 decrease their positions in their most recent quarter.
Here are some of the largest recent moves:
- UBS GROUP AG removed 118,875 shares (-99.7%) from their portfolio in Q4 2024, for an estimated $29,481
- CITADEL ADVISORS LLC removed 75,836 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $18,807
- XTX TOPCO LTD added 39,542 shares (+inf%) to their portfolio in Q4 2024, for an estimated $9,806
- HRT FINANCIAL LP removed 32,516 shares (-67.2%) from their portfolio in Q4 2024, for an estimated $8,063
- VIRTU FINANCIAL LLC removed 30,152 shares (-100.0%) from their portfolio in Q4 2024, for an estimated $7,477
- TWO SIGMA INVESTMENTS, LP added 18,462 shares (+inf%) to their portfolio in Q4 2024, for an estimated $4,578
- SUSQUEHANNA INTERNATIONAL GROUP, LLP added 10,231 shares (+inf%) to their portfolio in Q4 2024, for an estimated $2,537
To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.
Full Release
Neve Yarak, Israel, Feb. 26, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for solar energy, energy battery storage and innovation for agri- tech, announced today that it has entered a definitive agreement to acquire
MitoCareX Bio Ltd
. ("MitoCareX"), a biotech company focused on drug discovery targeting cancer therapeutics, with a range of other potential diseases and disorders, through targeting the mitochondrial SLC25 protein family.
N2OFF entered into a securities purchase and exchange agreement to acquire full ownership of MitoCareX from SciSparc Ltd (NASDAQ:SPRC), Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (the “Sellers”). Under the agreement, N2OFF will purchase 4,961 shares from SciSparc for $700,000 and exchange additional shares with all Sellers for common stock totaling 40% of the Company's fully diluted capital stock. The Sellers will collectively be entitled to 30% of N2OFF’s financing proceeds (capped at $1.6 million) for five years. Upon closing, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees. The transaction is subject to the approval of N2OFF’s stockholders.
In addition, under the terms of the agreement, the Sellers will be entitled to milestone-based issuances of up to 25% of common stock of N2OFF, calculated on a fully diluted basis.
MitoCareX is focusing on the development of novel therapies for hard-to-treat cancers by targeting proteins belonging to the mitochondrial SLC25 protein family. MitoCareX’s drug discovery activities rely on the ability to generate reliable 3D comparative modeling for its proteins of interest, which further allows the potential identification of anti-cancer small molecule therapeutics. Furthermore, by leveraging its advanced in-vitro screening systems related to mitochondria, MitoCareX corroborates the anti-cancer biological activity of small molecules discovered through its computational platform. According to Coherent Market Insights report, the global Cancer Therapeutics and Biotherapeutics market was estimated to be valued at $194.1B in 2024 and is expected to reach $344.1B by 2031.
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.
Mr. Amitay Weiss, Chairman of the Board of Directors of N2OFF, also serves as the Chairman of the Board of Directors of SciSparc. Additionally, Ms. Liat Sidi, a member of N2OFF’s Board of Directors, also serves as a member of the Board of Directors of SciSparc.
About MitoCareX Bio
MitoCareX Bio Ltd. is a computationally advanced - drug discovery company specializing in the development of novel therapies for hard-to-treat, cancers. By leveraging its cutting-edge computational capabilities alongside advanced mitochondria related in vitro capabilities, the company performs drug discovery with a focus on the mitochondrial SLC25 protein family to identify and develop breakthrough oncology treatments. MitoCareX’s innovative approach combines computational chemistry, structural biology and precision medicine, accelerating the discovery of next-generation cancer therapeutics. For more information:
https://mitocarexbio.com/
About N2OFF Inc:
N2OFF, Inc. (formerly known as Save Foods, Inc.) is a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech. Through its operational activities it delivers integrated solutions for sustainable energy, greenhouse gas emissions reduction and safety, quality solutions for the agri- tech market. NTWO OFF Ltd., N2OFF's majority-owned Israeli subsidiary, aims to tackle greenhouse gas emissions, offering a pioneering solution to mitigate nitrous oxide (N
2
O) emissions, a potent greenhouse gas with 310 times the global warming impact of carbon dioxide. NTWO OFF Ltd., aims to promote agricultural practices that are both environmentally friendly and economically viable. N2OFF recently entered the solar PV market and will provide funding to Solterra Renewable Energy Ltd. for a current project with total Capacity of 111 MWp, as well as potential future projects. Save Foods Ltd., N2OFF's majority-owned Israeli subsidiary, focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination. For more information on Save Foods Ltd. and NTWO OFF Ltd. visit our website:
www.n2off.com
.
Forward-looking Statements
:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties the potential synergies between N2OFF and MitoCareX, the likelihood that the stockholders of N2OFF will approve the transaction with MitoCareX and the Sellers discussed in this press release, operational and business opportunities available to N2OFF following the acquisition of MitoCareX, and the potential benefits MitoCareX can present to N2OFF if the transaction is approved by the stockholders of N2OFF. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in N2OFF’s Registration Statement on Form S-1/A filed with the SEC on February 14, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.
Investor Relations Contact:
Michal Efraty
michal@efraty.com
This article was originally published on Quiver News, read the full story.
The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.
