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N2OFF Regains Compliance with Nasdaq Minimum Bid Price Requirement

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N2OFF (NASDAQ: NITO) announced it has regained compliance with Nasdaq's minimum bid price requirement under Listing Rule 5550(a)(2). Nasdaq confirmed on October 6, 2025 that N2OFF's American Depositary Shares closed at $1.00 or greater for 10 consecutive business days (September 22, 2025 to October 3, 2025), closing the prior deficiency. The company had been notified of non-compliance on March 28, 2025 after ADSs traded below $1.00 for more than 30 consecutive business days. N2OFF is a cleantech investor using the RTB (Ready to Build) model, lead investor in four EU solar projects across three countries, and controls ~98% of Save Foods, a post-harvest treatments company.

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Positive

  • Regained Nasdaq minimum bid compliance under Rule 5550(a)(2)
  • Nasdaq confirmation dated October 6, 2025
  • ADS closing bids ≥ $1.00 for 10 consecutive business days
  • Lead investor in four EU solar projects across three countries
  • Controls approximately 98% of Save Foods

Negative

  • Notified of bid-price non-compliance on March 28, 2025
  • ADS closing bid was below $1.00 for >30 consecutive business days

Insights

N2OFF regained Nasdaq minimum bid compliance, removing a near-term delisting threat and preserving its ADS listing.

Regaining compliance under Nasdaq Listing Rule 5550(a)(2) means the company satisfied the required closing bid threshold for the ten consecutive business days ending on October 3, 2025, and Nasdaq closed the matter on October 6, 2025. This outcome preserves the company’s listing status and avoids immediate procedural actions tied to non-compliance.

The positive effect depends on sustaining the ADS closing price above the $1.00 trigger and on ongoing operational execution of the company’s EU solar projects and its control of Save Foods Ltd. (98%). Key items to watch are continued compliant closing bids in the coming weeks and any updates on the collaboration with Solterra Energy Ltd. and project milestones; monitor price continuity through the next 30 calendar days and announcements about the four EU solar projects.

Neve Yarak, Israel, Oct. 08, 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 that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), informing the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).

The Company had previously announced on March 28, 2025, that it was notified by Nasdaq that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Company’s American Depositary Shares (“ADSs”) had been below $1.00 for more than 30 consecutive business days.

On October 6, 2025, Nasdaq provided confirmation to the Company that for the last 10 consecutive business days, from September 22, 2025 to October 3 2025, the closing bid price of the ADSs was $1.00 or greater, that the Company has hence regained compliance with Listing Rule 5550(a)(2) and that the matter is now closed.

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 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


FAQ

What does N2OFF regain Nasdaq compliance mean for NITO shareholders?

Nasdaq confirmed on October 6, 2025 that N2OFF met the $1.00 minimum bid requirement, closing the deficiency and reducing immediate delisting risk.

When did N2OFF meet the Nasdaq $1.00 closing bid requirement for NITO ADSs?

The ADSs closed at $1.00 or greater for 10 consecutive business days from September 22, 2025 to October 3, 2025.

What triggered N2OFF's prior Nasdaq non-compliance notice for NITO?

Nasdaq notified the company on March 28, 2025 after ADSs traded below $1.00 for more than 30 consecutive business days.

Does Nasdaq's confirmation on October 6, 2025 mean NITO is fully cleared of listing risk?

Yes; Nasdaq indicated the company regained compliance with Rule 5550(a)(2) and that the matter is now closed.

How might N2OFF's RTB solar projects affect NITO going forward?

N2OFF is lead investor in four EU solar projects across three countries, which could influence future asset value and operations but requires project execution.

Where can investors find more information on N2OFF and Save Foods related to NITO?

Company information is available on N2OFF's website, which references its RTB solar projects and its ~98% ownership of Save Foods.
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