SciSparc Will Sell 4,961 Shares Of MitoCareX To N2OFF For $700,000 And Exchange Its Remaining Shares For Common Stock In N2OFF; Receives 40% Of N2OFF Stock; Entitled To Up To 25% Additional Based On Milestones; 30% Financing Proceeds Over 5-Years Capped At $1.6M; N2OFF To Invest $1M In MitoCareX

SciSparc will sell its MitoCareX's shares for $700,000 and exchange its remaining shares for common stock in N2OFF

TEL AVIV, Israel, March 03, 2025 (GLOBE NEWSWIRE) -- SciSparc Ltd. (NASDAQ:SPRC) (the "Company" or "SciSparc"), a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders of the central nervous system, announced it has signed a definitive agreement to sell its entire ownership interest in MitoCareX Bio Ltd. ("MitoCareX"), the Company's venture with Dr. Alon Silberman that focuses on drug discovery and development of cancer therapeutics by targeting the mitochondrial SLC25 protein family, to N2Off, Inc., a publicly-traded company in the United States (NASDAQ:NITO) ("N2OFF"). SciSparc currently owns 52.73% of the issued and outstanding share capital of MitoCareX.

SciSparc Ltd. has entered into a Securities Purchase and Exchange Agreement with N2OFF, under which SciSparc and other sellers, including Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, will transfer full ownership of MitoCareX Bio Ltd. to N2OFF. As part of the agreement, SciSparc will sell 4,961 shares of MitoCareX to N2OFF for $700,000 and exchange its remaining shares for common stock in N2OFF. In total, SciSparc and the other sellers will receive N2OFF common stock equivalent to 40% of the company's fully diluted capital stock. The transaction is subject to certain conditions, including approval of N2OFF's shareholders. Upon closing, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board restructured under N2OFF's control.

In addition, SciSparc and the other sellers will be entitled to receive additional N2OFF stock based on milestone achievements, representing up to 25% of N2OFF's fully diluted capital stock. As part of the financial terms, SciSparc, along with the other sellers, will collectively receive 30% of N2OFF's financing proceeds over five years, up to a maximum of $1.6 million. N2OFF has also committed to investing $1 million in MitoCareX post-closing. Dr. Silberman will continue as CEO under a revised employment agreement, which includes a restricted stock grant of 5% of N2OFF's capital stock, vesting over three years. The agreement contains customary representations, warranties, and provisions for termination if the closing does not occur within 30 days.