Core Viewpoint - SciSparc Ltd. has completed the sale of its majority-owned subsidiary MitoCareX Bio Ltd. to N2OFF, Inc., marking a strategic shift in its business focus [1][3]. Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company specializing in cannabinoid pharmaceuticals, with ongoing drug development programs targeting conditions such as Tourette syndrome, Alzheimer's disease, and autism spectrum disorder [5]. MitoCareX Details - MitoCareX is dedicated to developing novel therapies for difficult-to-treat cancers by targeting mitochondrial SLC25 protein family [2]. - The proprietary algorithm MITOLINE™ allows for reliable 3D comparative modeling of these proteins, facilitating the identification of potential anti-cancer therapeutics [2]. Transaction Details - The agreement with N2OFF involved the purchase of 6,622 shares of MitoCareX for $700,000, along with an exchange of remaining shares for 40% of N2OFF's fully diluted capital stock [3]. - The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years post-closing [3]. - MitoCareX is now a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees [3]. Market Context - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the RTB (Ready to Build) business model, currently leading four solar projects across three EU countries [5]. - MitoCareX specializes in drug discovery targeting cancer therapeutics through the mitochondrial SLC25 protein family, utilizing its proprietary algorithm MITOLINE for 3D comparative modeling [2]. Merger Details - The acquisition closed on October 20, 2025, with N2OFF purchasing ordinary shares of MitoCareX for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a CAGR of 8.7% [2].

Core Insights - N2OFF, Inc. has regained compliance with Nasdaq's minimum bid price requirement after its American Depositary Shares (ADSs) closed at $1.00 or greater for 10 consecutive business days [1][3]. Company Overview - N2OFF is a cleantech company focused on solar energy assets, utilizing the Ready to Build (RTB) business model, and is currently the lead investor in four solar projects across three EU countries [4]. - The company also holds approximately 98% of Save Foods Ltd., which specializes in post-harvest treatments for fruits and vegetables to prevent pathogen contamination [5].

Core Insights - Return Company has acquired four battery storage projects in Germany, expanding its operations beyond the Netherlands [1][5] - N2OFF Company is deploying a battery storage system alongside a solar power project in Germany, enhancing its renewable energy portfolio [6][7] Group 1: Return Company - Return Company has acquired a total capacity of 310MW/670MWh of battery storage systems from BESSMART in Germany [4] - The acquired battery storage systems are located at key 110kV grid nodes in Brandenburg, Saxony-Anhalt, and Saxony, and are expected to be operational by 2027 [4] - Return Company aims to create a network effect through its battery storage business, optimizing renewable energy investments for its clients [4][3] Group 2: N2OFF Company - N2OFF Company is developing a 115MW solar power plant in Melz, Germany, with an accompanying 107MW/214MWh battery storage system [6] - The solar project received local government approval in January 2025, and the scale of the battery storage system was doubled from initial estimates [6][7] - N2OFF Company is collaborating with Entrix as the market access provider for the solar plus storage project, aiming to maximize revenue through integrated optimization [7]

Core Insights - SciSparc Ltd. announced the approval of the acquisition of its majority-owned subsidiary, MitoCareX Bio Ltd., by N2OFF, Inc., which is a significant milestone for the completion of the acquisition [1][4] Company Overview - SciSparc Ltd. is a specialty clinical-stage pharmaceutical company focused on developing therapies for central nervous system disorders and cannabinoid pharmaceuticals [6] - The company is engaged in drug development programs targeting conditions such as Tourette Syndrome, Alzheimer's disease, and autism spectrum disorder [6] Acquisition Details - N2OFF will acquire MitoCareX by purchasing 6,622 shares for $700,000 and exchanging remaining shares for N2OFF common stock, totaling 40% of N2OFF's fully diluted capital stock [3] - The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years post-closing [3] - N2OFF is committed to financially support MitoCareX with an initial cash investment of $1,000,000 during the first two years following the acquisition [4] MitoCareX Focus - MitoCareX is developing novel therapies for difficult-to-treat cancers by targeting mitochondrial SLC25 protein family [2] - The global cancer therapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, indicating significant growth potential in the sector [2]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Top KingWin Ltd (WAI) has increased by 79% to $5.68 - Robo.ai Inc. (AIIO) is up 16% at $2.84 - Amplify Energy Corp. (AMPY) has risen by 12% to $6.53 - Diginex Limited (DGNX) is up 9% at $14.50 - MasterBrand, Inc. (MBC) has increased by 9% to $14.15 - GLOBALFOUNDRIES Inc. (GFS) is up 8% at $35.69 - Crinetics Pharmaceuticals, Inc. (CRNX) has risen by 7% to $38.50 - Aquestive Therapeutics, Inc. (AQST) is up 7% at $5.68 - American Woodmark Corporation (AMWD) has increased by 6% to $69.40 - NLS Pharmaceutics AG (NLSP) is up 5% at $2.17 [3] Premarket Losers - Concentrix Corporation (CNXC) has decreased by 21% to $43.05 - N2OFF, Inc. (NITO) is down 20% at $4.40 - SciSparc Ltd. (SPRC) has fallen by 16% to $5.11 - Legacy Education Inc. (LGCY) is down 13% at $10.68 - DarioHealth Corp. (DRIO) has decreased by 12% to $11.99 - AlphaTON Capital Corp. (ATON) is down 12% at $5.50 - SHF Holdings, Inc. (SHFS) has fallen by 10% to $6.20 - Fusion Fuel Green PLC (HTOO) is down 8% at $4.55 - Linkage Global Inc (LGCB) has decreased by 8% to $2.19 - PepGen Inc. (PEPG) is down 7% at $5.42 [4]

Core Viewpoint - N2OFF, Inc. has announced the approval of the acquisition of MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, by its stockholders during a special meeting held on September 25, 2025 [1] Company Overview - N2OFF, Inc. is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, currently leading four solar projects across three EU countries [6] - The company also controls approximately 98% of Save Foods Ltd., which focuses on post-harvest treatments for fruits and vegetables [7] Acquisition Details - The acquisition agreement involves N2OFF purchasing 6,622 shares from SciSparc Ltd. for $700,000 and exchanging additional shares for 40% of MitoCareX's fully diluted capital stock [3] - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, and may be entitled to milestone-based issuances of up to 25% of N2OFF's common stock [3][4] - N2OFF is committed to financially support MitoCareX with an initial cash investment of $1,000,000 during the first two years post-acquisition [4] MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [2] - The global Cancer Therapeutics and Biotherapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, indicating significant growth potential in this sector [2]

Core Viewpoint - N2OFF, Inc. has announced a one-for-thirty-five reverse stock split to enhance its stock price and attract institutional investors, effective September 22, 2025 [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will convert every 35 shares of outstanding common stock into one share, adjusting the per share exercise price and the number of shares for all outstanding options and warrants accordingly [2]. - The number of outstanding shares will decrease from approximately 33 million to about 953 thousand, while the number of authorized shares will remain unchanged [3]. - Stockholders will not receive fractional shares; instead, they will receive an additional fraction of a share to round up to the next whole share [3]. Group 2: Stockholder Actions - Registered stockholders holding shares in book-entry or through a bank or broker do not need to take any action regarding the reverse stock split [4]. - Stockholders with physical stock certificates will receive instructions from the Company's transfer agent for exchanging their certificates for new ones reflecting the post-split number of shares [4]. Group 3: Company Overview - N2OFF, Inc. is focused on sustainable solutions in the energy and agri-tech sectors, including integrated solutions for sustainable energy and greenhouse gas emissions reduction [6]. - The company is a lead investor in four solar projects across three EU countries and has a majority-owned subsidiary, Save Foods Ltd., which specializes in post-harvest treatments for fruits and vegetables [6].

Core Insights - N2OFF, Inc. is making significant advancements in solar energy and energy storage projects across Germany, Italy, and Poland, emphasizing its commitment to the clean energy transition [1][4]. Key Solar and Energy Storage Projects - The Melz Solar PV Project in Germany has a capacity of 111 MWp and has achieved critical milestones, including municipal approval and entering the hearing process for RTB status targeted for 2026 [2][7]. - In Italy, two Battery Energy Storage Systems (BESS) projects in Sicily, each with a capacity of 98 MWp/392 MWh, are in development and expected to reach RTB status by mid-2027 [3][7]. Strategic Investments and Opportunities - N2OFF has allocated €600,000 in debt financing for the Melz BESS integration, with a 7% annual interest rate and a 25% profit-sharing agreement post-loan repayment [4]. - The joint venture with Solterra aims for a total portfolio capacity of approximately 300 MW across Europe, indicating a robust growth strategy in renewable energy [4][5].

Core Viewpoint - N2OFF, Inc. is expanding its Melz solar project by integrating a large-scale battery energy storage system (BESS), which is expected to enhance revenue and provide higher returns to stockholders [1][5]. Financial Aspects - N2OFF and other lenders provided €600,000 in additional funding to Solterra at a 7% annual interest rate, with N2OFF entitled to 25% of potential profits after loan repayment [2]. - The integration of the BESS is projected to yield incremental revenues of €100–120 per MW annually, representing a 40–50% increase compared to load shifting alone [3]. Project Details - The Green BESS Project will have a capacity of 107 MW / 214 MWh and aims to optimize electricity sales while providing additional grid services [1]. - The Melz project is part of N2OFF's flagship joint venture with Solterra, which received municipal approval to proceed with the statutory plan, with final approval expected in early 2026 [5]. Strategic Partnerships - N2OFF is collaborating with Solterra Renewable Energy Ltd. to accelerate the development of renewable energy projects across Europe, including multiple BESS projects in Italy and Poland [6][7]. Market Position - Entrix, a partner in the project, has a strong presence in the European energy market, managing over 2.4 GW and 7 GWh of battery storage assets [8].