Exhibit 99.1

MITOCAREX BIO LTD.

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2024

U.S. DOLLARS IN THOUSANDS

INDEX

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Kost Forer Gabbay & Kasierer 144 Menachem Begin Road, Building A, Tel-Aviv 6492102, Israel

Tel: +972-3-6232525 Fax: +972-3-5622555 ey.com

REPORT OF INDEPENDENT AUDITORS

To the board of directors and shareholders of

MITOCAREX BIO LTD.

Opinion

We have audited the financial statements of MitoCareX Bio Ltd. (the “Company”) which comprise the Balance Sheets as of December 31, 2024, and 2023, and the related statements of Operations, Changes in Shareholders’ Equity (Deficit) and Cash Flows for the years then ended, - and the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and 2023, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1b to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1b. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatements when it exists. The risk of not detecting a material misstatements resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

MITOCAREX BIO LTD.

BALANCE SHEETS

U.S. dollars in thousands

*) Represents less than $1.

The accompanying notes are an integral part of the financial statements.

MITOCAREX BIO LTD.

STATEMENTS OF OPERATIONS

U.S. dollars in thousands

The accompanying notes are an integral part of the financial statements.

MITOCAREX BIO LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

U.S. dollars in thousands, except share and per share data

*) Represents an amount lower than $1.

The accompanying notes are an integral part of the financial statements.

MITOCAREX BIO LTD.

STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

The accompanying notes are an integral part of the financial statements.

*) Represents an amount lower than $1.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 1:- GENERAL

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”), as follows:

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

The Company’s financing rounds and loans, are denominated in United States dollars (“dollar” or “U.S. dollars”). The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the dollar.

Accordingly, monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification (“ASC”) No. 830 “Foreign Currency Matters”. All transaction gains and losses from the re-measured monetary balance sheet items are reflected in the statements of comprehensive loss as financial income or expenses, as appropriate.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less.

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates:

Property and equipment subject to amortization are reviewed for impairment in accordance with ASC No. 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of December 31, 2024, no impairment losses were recorded.

Pursuant to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), all of the Company’s Israel employees are included under this section and entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. As a result, the related obligation and amounts deposited on behalf of such obligation are not stated on the balance sheet, as the Company is legally released from severance obligation to employees once the amounts have been deposited, and the Company has no further legal ownership on the amounts deposited.

Severance pay expenses for the years ended December 31, 2024, and 2023 amounted to $28, and $17, respectively.

Research and development costs are charged to statements of operations as incurred.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data 

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3 - Inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The carrying amounts reported in the balance sheet of cash and cash equivalents, other account receivables and prepaid expenses and other account payables and accrued expenses approximate their fair value due to the short-term maturity of such instruments.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.

Cash and cash equivalents and are invested in a major bank in Israel. Generally, these cash equivalents may be redeemed upon demand and, therefore management believes that they bear lower risk.

The Company applies ASC 842 to its leases. As of December 31, 2024, all the Company’s leases have a lease term of less than 12 months. The Company elected to not recognize Right of Use (“ROU”) assets and lease liabilities for leases with term of less than 12 months. Thus, the Company recognize lease cost on a straight-line basis over the lease term.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. ASC No. 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income tax.

As of December 31, 2024, the Company did not record any provision for uncertain tax positions.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 3: OTHER ACCOUNT RECEIVABLES AND PREPAID EXPENSES

NOTE 4: PROPERTY AND EQUIPMENT, NET

Depreciation expenses for the years ended December 31, 2024, and 2023 were $22 and $22, respectively.

NOTE 5: OTHER ACCOUNT PAYABLES AND ACCRUED EXPENSES

NOTE 6: SHORT-TERM LOAN

On December 22, 2024, the Company entered into a loan agreement with N2OFF, as the lender (The “Loan”) (see note 9) for a principal amount of $250 to be repaid in 6 months. The loan agreement amounts bear interest at an annual rate of 3% to be repaid at maturity.

Under the loan agreement, L.I.A Pure Capital Ltd., a related party, provided a guarantee to the lender for the full loan amount.

As of December 31, 2024, Interest accrued in the approximate amount of $0.2.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 7: SHAREHOLDERS’ EQUITY (DEFICIT)

Ordinary shares confer upon their holders the right to receive notice to participate and vote in shareholders meeting of the Company, the right to receive dividends, if declared and the right to share in excess upon liquidation.

On February 2, 2023, the Company issued 4,397 Ordinary Shares of 0.01 NIS par value each to Scisparc Ltd. The total consideration received amounted to $400.

On March 11, 2024, the Company issued 6,596 Ordinary Shares of 0.01 NIS par value each to Scisparc Ltd. The total consideration received amounted to$600.

MITOCAREX BIO LTD.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 8: INCOME TAXES

The Israeli corporate tax rate was 23% in 2024 and 2023.

The Company has not been assessed for tax purposes since its incorporation.

Deferred taxes in respect of carryforward losses have not been provided, since the Company’s management currently believes that it is more likely than not that all the deferred tax regarding the carryforward losses for which valuation allowance was provided will not be realized in the near future.

The Company has accumulated losses for tax purposes as of December 31, 2024, in the amount of approximately $1,037 which may be carried forward and offset against taxable income in the future for an indefinite period and may be subject to restrictions due to ownership changes.

In 2023 and 2024 the main reconciling item for the Company’s tax rate is tax loss carryforwards and temporary differences, for which a full valuation allowance was provided.

NOTE 9:- SUBSEQUENT EVENTS

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