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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2025
N2OFF, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40403 | 26-4684680 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
HaPardes 134 (Meshek Sander) Neve Yarak, Israel |
4994500 | |
| (Address of principal executive offices) | (Zip Code) |
(347) 468 9583
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock, par value $0.0001 per share | NITO | The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 25, 2025, N2OFF, Inc. (the “Company”) held a special general meeting of stockholders (the “Special Meeting”). As of the close of business on August 1, 2025, the record date for the Special Meeting, there were 33,356,412 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issued and outstanding, each of which was entitled to one vote per share.
At the Special Meeting, the holders of 18,575,909 shares of the Common Stock, equivalent to approximately 55.68% of the outstanding shares entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.
On September 22, the Company effected a one-for-thirty-five (1-for-35) reverse stock split of its common stock. All share amounts set forth below are presented on a pre-split basis.
Proposal #1. The Acquisition Proposal. Proposal No. 1 was to approve a proposed acquisition by the Company of all of the share capital of MitoCareX Bio Ltd. , a private company incorporated under the laws of the State of Israel (“MitoCareX”), pursuant to the terms and conditions of the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025 (the “Purchase Agreement”), which includes the issuance of shares of the Company’s Common Stock that is equal to or in excess of 20% of the Company’s outstanding Common Stock before the issuance, in accordance with applicable Nasdaq Listing Rules, and the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby. The proposal was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 11,687,364 | 197,347 | 18,579 | 6,672,619 |
Proposal #2. The Reverse Stock Split Proposal. Proposal No. 2 was to approve a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend the Company’s Articles of Incorporation, as amended (the “Amendment”) at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the Company’s Common Stock, at a ratio of not less than 1-for-2 and not more than 1-for-150 (the “Split Range”), with the exact ratio of the reverse stock split to be determined by the Board in its sole discretion without further approval or authorization of our stockholders. The proposal was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 15,703,054 | 2,172,381 | 700,474 |
Proposal #3. The Warrant Shares Proposal. Proposal No.3 was to approve the issuance of 1,850,000 shares of the Company’s Common Stock and any additional shares of Common Stock, as applicable (the “Warrant Shares”) upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. The proposal was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 10,498,529 | 294,575 | 1,110,186 | 6,672,619 |
Proposal #4. Proposal No. 4 was to authorize an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and proxy votes if there are insufficient votes in favor of the foregoing Proposals. The proposal was approved was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 17,130,615 | 798,625 | 646,669 |
No other matters were considered or voted upon at the Special Meeting.
Item 8.01 Other Events.
On September 25, 2025, the Company issued a press release announcing that N2OFF’s Stockholders Approved a merger with drug discovery company targeting resistant cancers Including pancreatic and non-small cell lung cancer. A copy of the Company’s press release is attached hereto as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | ||
| 99.1 | Press Release issued September 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| N2OFF, Inc. | ||
| Date: September 25, 2025 | By: | /s/ Lital Barda |
| Name: | Lital Barda | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
N2OFF Stockholders Approve Merger with Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer
Neve Yarak, Israel, September 25, 2025 (GLOBE NEWSWIRE) – N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a cleantech company investing in solar energy assets based on the RTB (Ready to Build) business model, announced today that a special meeting of stockholders held on September 25, 2025, its stockholders voted on and approved, among others, the proposed acquisition of MitoCareX Bio Ltd. (“MitoCareX”), a biotech company focused on drug discovery targeting cancer therapeutics, with a range of other potential diseases and disorders, through targeting the mitochondrial SLC25 protein family.
MitoCareX is focusing on the development of novel therapies for hard-to-treat cancers by targeting proteins belonging to the mitochondrial SLC25 protein family. MitoCareX’s drug discovery activities rely on the ability to reliably generate 3D comparative modeling for its proteins of interest, which further allows the potential identification of anti-cancer small molecule therapeutics. Furthermore, by leveraging its advanced in-vitro screening systems related to mitochondria, MitoCareX corroborates the anti-cancer biological activity of small molecules discovered through its computational platform. According to Coherent Market Insights report, the global Cancer Therapeutics and Biotherapeutics market was estimated to be valued at $194.1B in 2024 and is expected to reach $344.1B by 2031.
On February 25, 2025, N2OFF entered into a securities purchase and exchange agreement to acquire full ownership of MitoCareX from SciSparc Ltd (NASDAQ:SPRC), Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri (the “Sellers”). Under the agreement, N2OFF will purchase 6,622 shares from SciSparc for $700,000 and exchange additional shares with all Sellers for common stock totalling 40% of the Company’s fully diluted capital stock. The Sellers will collectively be entitled to 30% of N2OFF’s financing proceeds (capped at $1.6 million) for five years. Upon closing, MitoCareX will become a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees.
In addition, under the terms of the agreement, the Sellers will be entitled to milestone-based issuances of up to 25% of common stock of N2OFF, calculated on a fully diluted basis.
This agreement also contemplates a commitment by the Company to financially support MitoCareX’s operations during the first two years following the closing, including an initial cash investment of $1,000,000.
Approval by the stockholders of N2OFF represented one of the closing conditions in the agreement. N2OFF and the Sellers are aiming to close the transaction within the first half of October 2025, subject to the satisfaction of the remaining closing conditions.
Mr. Amitay Weiss, Chairman of the Board of Directors of N2OFF, also serves as the Chairman of the Board of Directors of SciSparc. Additionally, Ms. Liat Sidi, a member of N2OFF’s Board of Directors, also serves as a member of the Board of Directors of SciSparc.
About N2OFF Inc:
N2OFF is a cleantech company mainly engaged in EU based solar assets using the RTB (Ready to Build ) business model. N2OFF is currently the lead investor in four solar projects in three different EU countries, all of which were introduced by Solterra Renewable Energy Ltd., a wholly owned subsidiary of Solterra Energy Ltd.
N2OFF also controls approximately 98% of Save Foods Ltd., an Israeli company focused on post-harvest treatments for fruits and vegetables, aiming to control and prevent pathogen contamination. For more information on Save Foods Ltd. visit our website: www.n2off.com.
Forward-looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties including the successful implementation of potential synergies between N2OFF and MitoCareX, operational and business opportunities available to N2OFF following the acquisition of MitoCareX, the potential benefits MitoCareX can present to N2OFF if and when the transaction closes, the success of our collaboration with Solterra Energy Ltd., entry into future projects, our ability to successfully enter the solar PV sector, the profitability of such industry, and the potential added value of the increased capacity. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in N2OFF’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.
Investor Relations Contact:
Michal Efraty
michal@efraty.com