SCHEDULE: SciSparc Ltd. Discloses 18.3% Stake in N2OFF, Inc.

SciSparc Ltd. has reported a beneficial ownership of 18.3% of N2OFF, Inc.'s common stock, holding 490,751 shares as of October 20, 2025.

Summary

• SciSparc Ltd. beneficially owns 490,751 shares of N2OFF, Inc. common stock.
• This ownership represents an 18.3% stake in N2OFF, Inc.'s outstanding common stock.
• As of October 20, 2025, N2OFF, Inc. had 2,682,483 common shares issued and outstanding.
• SciSparc Ltd. holds sole voting power and sole dispositive power over all 490,751 shares.
• The filing was made under Rule 13d-1(b), indicating a passive investment intent.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of a beneficial ownership stake and does not inherently convey positive or negative sentiment regarding the issuer's operational performance or future prospects. The certification of passive intent maintains a neutral stance.

Positives

• A significant institutional investor, SciSparc Ltd., holds a substantial 18.3% stake in N2OFF, Inc., which could be interpreted as a vote of confidence in the company.
• SciSparc Ltd. has certified that its acquisition and holding of shares are not for the purpose of changing or influencing control of N2OFF, Inc., suggesting a passive, long-term investment perspective.

Risks

• The filing itself does not detail specific risks for N2OFF, Inc. or SciSparc Ltd. beyond the inherent market risks associated with holding equity.

Future Outlook

The filing does not contain forward-looking statements or guidance regarding N2OFF, Inc.'s future performance or SciSparc Ltd.'s investment strategy beyond the certification of passive intent.

Management Comments

• SciSparc Ltd. certifies that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of N2OFF, Inc., and were not acquired or held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing indicates a significant equity investment by SciSparc Ltd., an Israeli company, into N2OFF, Inc. Such strategic investments by one publicly traded entity into another can occur for various reasons, including portfolio diversification or a belief in the long-term value of the invested company, without necessarily implying an intent to influence management or operations.

Comparison to Industry Standards

• This is a standard Schedule 13G filing, a routine disclosure required when an investor acquires beneficial ownership of more than 5% of a company's stock with a passive investment intent. The filing adheres to regulatory requirements for such disclosures.

Stakeholder Impact

• Shareholders of N2OFF, Inc. are informed of a significant institutional holder, SciSparc Ltd., now owning 18.3% of the company's common stock, providing transparency regarding the ownership structure.

Key Dates

Recommendation

This filing is a routine disclosure of an existing beneficial ownership stake and does not present new information warranting a change in investment thesis for N2OFF, Inc. The reporting person, SciSparc Ltd., has certified that the securities were not acquired for the purpose of changing or influencing control, indicating a passive investment.

Keywords

N2OFF Inc., SciSparc Ltd., beneficial ownership, Schedule 13G, common stock, institutional investor, equity stake, passive investment