N2OFF Stockholders Approve Merger with Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer

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]