N2OFF INC SEC Filings

N2OFF, Inc. (NITO) reported an initial statement of beneficial ownership. The reporting person disclosed 454,127 shares of common stock, held indirectly through Altshare Trusts Ltd.

They also reported 146,493 Restricted Stock Units that are scheduled to vest at 8.33% each three-month period over three years, beginning after the vesting commencement, with dates listed as exercisable 10/20/2025 and expiring 10/20/2035. The event date is 10/20/2025.

N2OFF, Inc. (NITO) reported an initial statement of beneficial ownership on Form 3. The filing shows the reporting person is a Director and directly holds 490,751 shares of common stock.

The event date for this ownership report is 10/20/2025. No derivative securities were listed in the submission.

N2OFF, Inc. (NITO) filed a proxy for its 2025 annual meeting to be held on December 16, 2025 at 4:30 p.m. Israel time (9:30 a.m. EST) in Ramat Gan, Israel. Stockholders will vote on: electing two Class I directors; a Second Amendment to the 2022 Share Incentive Plan to add 314,286 shares; an advisory vote to grant an aggregate 750,000 restricted shares to directors (subject to approval of the plan amendment); ratifying Somekh Chaikin (KPMG International) as auditor for 2025; and approving reincorporation of the Company in Israel.

The board recommends voting FOR all proposals. The record date is October 24, 2025. Shares outstanding were 2,682,483 as of October 24, 2025. Proposal 4 is considered routine for broker voting; Proposals 1, 2, 3 and 5 are non‑routine. The reincorporation is presented as aligning legal domicile with Israeli operations and may reduce reporting frequency and corporate costs under Israeli law.

N2OFF, Inc. (NITO) completed its acquisition of MitoCareX Bio Ltd. The deal closed on October 20, 2025 after shareholders approved the transaction and related stock issuances on September 25, 2025. At closing, MitoCareX became a wholly owned subsidiary. As consideration, N2OFF paid $700,000 in cash to SciSparc Ltd. and issued common stock to the sellers.

N2OFF issued 490,751 shares to SciSparc (representing 16.75% on a fully diluted basis), 454,127 shares to Dr. Alon Silberman (representing 15.50% on a fully diluted basis), and 227,064 shares to Prof. Ciro Leonardo Pierri (representing 7.75% on a fully diluted basis). The company noted it will file audited MitoCareX financials and unaudited pro forma combined financial information within 71 days. N2OFF also issued a press release titled “N2OFF Announces Closing of Merger with Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer.”

N2OFF, Inc. ("NITO") filed an S-1/A describing its capital structure, transactions, and material agreements. The filing discloses a December 2024/June 2025 period with substantial financing activity: a private issuance raising gross proceeds of $1,500 from unit and warrant issuances, Standby Equity Purchase Agreements (SEPA I and II) and multiple note financings. The company reported net losses (e.g., $(5,809) and $(1,483) in referenced periods) and significant share issuance activity, moving from 12,058,237 to 30,096,412 shares outstanding between Dec 31, 2024 and June 30, 2025. Material investments and loans include Plantify (equity and debt conversions), Solterra loans (€375k committed), a solar JV loan (€1,560k committed), and loans to MitoCareX with related-party guarantees. The filing also details warrant and option programs, numerous share-based compensation issuances, contingent liabilities related to IIA grants ($156) and financing fees, and a Pure Capital credit facility (€6,000k capacity) with attached warrants. Several patents and patent applications are listed for the company or affiliates. Financial tables and schedules for cash flows, expenses, and fair-value measurements are included.