N2OFF shareholders approve acquisition of MitoCareX Bio; closing targeted by early Oct 2025

Nexentis Technologies Inc.

• Stockholders voted 11.7M for, 197K against to approve the MitoCareX acquisition; reverse split and warrant share proposals also passed.
• N2OFF will acquire MitoCareX from SciSparc (SPRC) and others for $700K plus shares equal to 40% of fully diluted stock.
• Sellers get 30% of financing proceeds (capped at $1.6M) for 5 years and milestone issuances up to 25% of common stock.
• N2OFF commits an initial $1M cash investment to support MitoCareX operations for two years post-closing.
• A 1-for-35 reverse stock split was already effected on Sept 22; the approved split range (1:2 to 1:150) allows further action within one year.