Core Viewpoint - SciSparc Ltd. has signed a definitive agreement to sell its entire ownership interest in MitoCareX Bio Ltd. to N2Off, Inc. for $700,000 and will exchange its remaining shares for common stock in N2Off, representing 40% of N2Off's fully diluted capital stock [1][2]. Group 1: Transaction Details - SciSparc will sell 4,961 shares of MitoCareX to N2Off for $700,000 and exchange the remaining shares for common stock [2]. - The transaction is subject to approval from N2Off's shareholders and will result in MitoCareX becoming a wholly owned subsidiary of N2Off [2]. - Additional N2Off stock will be awarded based on milestone achievements, potentially representing up to 25% of N2Off's fully diluted capital stock [3]. Group 2: Financial Terms - SciSparc and other sellers will collectively receive 30% of N2Off's financing proceeds over five years, capped at $1.6 million [3]. - N2Off has committed to invest $1 million in MitoCareX post-closing [3]. - Dr. Alon Silberman will continue as CEO of MitoCareX under a revised agreement, which includes a restricted stock grant of 5% of N2Off's capital stock, vesting over three years [3]. Group 3: Corporate Governance - Amitay Weiss, chairman of SciSparc's board, also serves as chairman of N2Off's board [4]. - Liat Sidi, a member of SciSparc's board, is also a member of N2Off's board [4]. Group 4: Company Overview - SciSparc Ltd. is a specialty clinical-stage pharmaceutical company focused on developing therapies for central nervous system disorders [5]. - The company is engaged in drug development programs targeting conditions such as Tourette Syndrome, Alzheimer's disease, pain, and autism spectrum disorder [5].
SciSparc Signs Definitive Agreement to Sell MitoCareX, Computational Drug Discovery Company Targeting Resistant Cancers