Business Context and Reporting Period
This Form 8-K, filed on October 23, 2025, reports the completion of an acquisition by N2OFF, Inc. (Nasdaq: NITO), a Nevada corporation. The filing details the closing of the acquisition of MitoCareX Bio Ltd., a private Israeli company focused on drug discovery for resistant cancers, which became a wholly-owned subsidiary of N2OFF.
Key Financial Metrics and Transaction Details
The acquisition consideration consisted of cash and equity issuances. The filing does not provide standalone revenue, profit, or cash flow metrics for the reporting period, as this is a transactional report rather than a periodic financial statement.
- Cash Consideration: $700,000 paid to SciSparc Ltd.
- Equity Consideration: Issuance of 1,171,942 shares of N2OFF common stock to the sellers.
- Ownership Impact: The equity issuance represents approximately 40% of N2OFF's fully-diluted share capital (16.75% to SciSparc, 15.50% to Dr. Alon Silberman, and 7.75% to Prof. Ciro Leonardo Pierri).
Material Changes
The primary material change is the corporate structure resulting from the acquisition closing on October 20, 2025. N2OFF now holds 100% of the fully-diluted share capital of MitoCareX. This transaction significantly alters the company's capitalization through the issuance of new shares to the sellers.
Guidance, Outlook, and Risks
Outlook: The acquisition targets drug discovery for resistant cancers, including pancreatic and non-small cell lung cancer, as noted in the associated press release.
Financial Statements: Audited financial statements of MitoCareX and unaudited pro forma condensed combined financial information are not included in this filing. They are scheduled to be filed by amendment within 71 calendar days.
Risks: The filing notes that the transaction required stockholder approval, which was obtained on September 25, 2025, satisfying a key closing condition.
Investor Verification Checklist
- Verify the pro forma financial impact of the acquisition once the amendment is filed within 71 days.
- Confirm the exact number of outstanding shares post-issuance to validate the 40% dilution calculation.
- Review the attached press release (Exhibit 99.1) for specific details on MitoCareX's pipeline and technology.
- Monitor future filings for the integration plan and any additional cash requirements for the acquired entity.