Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 20, 2025 (the “Closing”), the Company consummated the transactions contemplated by the Purchase Agreement, dated February 25, 2025 (the “Purchase Agreement”), with MitoCareX Bio Ltd. (“MitoCareX”), a private company incorporated under the laws of the State of Israel, SciSparc Ltd. (“SciSparc”), Dr. Silberman and Ciro as sellers. Pursuant to the terms and subject to the conditions contained in the Purchase Agreement, including approval of the Company’s stockholders by the requisite majority, on the Closing the Company acquired from each of the sellers their respective ordinary shares, par value NIS 0.01 each, of MitoCareX, which collectively represented 100% of the ordinary shares of MitoCareX (the “Exchange Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.

Such Exchange Ordinary Shares will include transfers to the Company of (1) 11,166 ordinary shares by Dr. Silberman, which will represent 100% of Dr. Silberman’s ownership in MitoCareX as of the Closing; (2) 5,584 ordinary shares by Ciro, which will represent 100% of Ciro’s ownership in MitoCareX by Ciro as of the Closing; and (3) 12,066 ordinary shares by SciSparc. Contingent upon these transfers, on the Closing, the Company will acquire from SciSparc additional 6,622 ordinary shares of MitoCareX held by SciSparc (the “Purchased Shares”), in consideration for a cash payment of $700,000, such that, together with the Purchased Shares, the Company will receive 100% of SciSparc’s ownership in MitoCareX. In addition, the Company will issue to the Sellers a number of shares of its common stock equal to 40% of its capital stock on a fully diluted basis as of immediately following the Closing, the Sellers may receive up to an additional 25% of the Company’s fully diluted common stock upon achievement of specified development milestones by December 31, 2028, and are further entitled to 30% of the gross proceeds from financing transactions completed within five years of the Closing, capped at $1,600,000.

The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what the Company’s condensed financial position or results of operations actually would have been had the Acquisition been consummated on June 30, 2025. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of the Company.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2025

(U.S. dollars in thousands except share and per share amounts)

(*) Less than $1 thousand

** The Company effected a 1-for-35 reverse stock split on September 22, 2025. Accordingly, all share and per-share amounts have been adjusted retrospectively to reflect the reverse stock split.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the six months Ended June 30, 2025

(U.S. dollars in thousands except share and per share amounts)

* The Company effected a 1-for-35 reverse stock split on September 22, 2025. Accordingly, all share and per-share amounts have been adjusted retrospectively to reflect the reverse stock split.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2024

(U.S. dollars in thousands)

(*) Less than $1 thousand

(**) The Company effected a 1-for-35 reverse stock split on September 22, 2025. Accordingly, all share and per-share amounts have been adjusted retrospectively to reflect the reverse stock split.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Description of Transaction

On February 25, 2025, the Company entered into a Purchase Agreement with the Sellers. Pursuant to the Purchase Agreement, the Company acquired all of the outstanding ordinary shares of MitoCareX, nominal value NIS 0.01 per share (the “Ordinary Shares”), resulting in MitoCareX becoming a wholly-owned subsidiary of the Company. The transaction closed after receiving the required stockholder approval on October 20, 2025 and the completion of other customary closing conditions.

Upon the Closing, the Company acquired 6,622 Ordinary Shares from SciSparc in exchange for a cash payment of $700,000 (the “Purchased Shares”). In addition, the Company issued to the Sellers a number of shares of its common stock equal to 40% of its capital stock on a fully diluted basis as of immediately following the Closing (the “Exchanged Common Stock”), in exchange for the transfer of all remaining Ordinary Shares of MitoCareX held by Alon (11,166 shares), Ciro (5,584 shares), and SciSparc (12,066 shares). Collectively, these transferred shares (the “Exchanged Ordinary Shares”) represent 100% of the issued and outstanding capital stock of MitoCareX.

Following the Closing, the Sellers will be eligible to receive, for no additional consideration, up to an additional 25% of the Company’s fully diluted common stock, contingent upon MitoCareX achieving certain development milestones by December 31, 2028.

Additionally, Dr. Silberman entered into an amended employment agreement with the Company and MitoCareX, under which he will serve as CEO of MitoCareX and receive restricted stock representing 5% of the Company’s fully diluted common stock (calculated as of immediately following the closing date). These shares will vest in three equal annual installments beginning on the first anniversary of the Closing, subject to continued employment.

As additional consideration, the Sellers will be entitled to receive, in aggregate, 30% of the gross proceeds from any financing transactions completed by the Company within five years of the Closing, subject to a cap of $1,600,000.

Upon the Closing of the Purchase Agreement, the Company has committed to provide an initial investment of $1,000,000 to MitoCareX, net of amounts already loaned pursuant to loan agreements dated December 22, 2024, March 12, 2025, May 22, 2025 and August 13, 2025 between the Company, MitoCareX and Pure Capital.

Basis of Presentation

In accordance with Article 11-02 of Regulation S-X, the objective of the pro forma financial information is to provide investors with information about the continuing impact of a particular transaction by illustrating how the acquisition of MitoCareX by N2OFF might have affected N2OFF’s historical financial statements if the transaction had been consummated at an earlier time.

On October 20, 2025, the Company completed the acquisition of MitoCareX pursuant to the Purchase Agreement dated February 25, 2025. The following unaudited pro forma condensed combined balance sheet as of June 30, 2025 combines the unaudited historical consolidated interim balance sheet of N2OFF as of June 30, 2025, with the unaudited historical balance sheet of MitoCareX as of June 30, 2025, giving effect to the Purchase Agreement, as if they had been consummated as of that June 30, 2025. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and for the year ended December 31, 2024, gives effect to the Purchase Agreement, and related financing transactions, as if they had been completed on January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information does not purport to be indicative of the financial position and results of operations that the Company will obtain in the future, or that the Company would have obtained if the Acquisition had been consummated as of the dates indicated above. The pro forma adjustments are based upon currently available information and upon certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements of the Company.

The unaudited pro forma combined financial statements include pro forma adjustments that are (i) directly attributable to the transaction which was completed on October 20, 2025 contemplated by the Purchase Agreement, and (ii) factually supportable,

The pro forma adjustments reflect the purchase price allocation (“PPA”) determined as of the Closing Date, based on the estimated fair values of the assets acquired and liabilities assumed in accordance with ASC 805, Business Combinations. Additionally, the unaudited pro forma condensed combined financial statements do not give effect to revenue synergies, operating efficiencies or cost savings that may be achieved with respect to the combined company.

The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are consistent with those described in N2OFF’s unaudited financial statements as of and for the six months ended June 30, 2025. Management performed a comprehensive review of the accounting policies between the two entities. Management is currently not aware of any significant accounting policy differences and has therefore not made any adjustments to the pro forma condensed combined financial information related to any potential differences.

The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

(1) A proprietary algorithm developed by MitoCareX, with an estimated fair value of approximately $4,506,000 and preliminary estimation of useful life of 11 years. The asset is amortized on a straight-line basis over its estimated useful life, resulting in an annual amortization expense of approximately $410,000 and a six month amortization expense of approximately $205,000, both of which have been reflected in the unaudited pro forma condensed combined statements of operations for the respective periods.

(2) Goodwill in the amount of approximately $5,792,000, representing the excess of the total consideration transferred over the fair value of the identifiable net assets acquired.