N2OFF INC SEC Filings

N2OFF, Inc. (NITO) filed its Q3 2025 report, showing small quarterly profit but a year-to-date loss and a going concern warning. For the nine months ended September 30, 2025, the company recorded a net loss of $5.4 million. For the three months ended September 30, 2025, it reported a net gain of $370 thousand, helped by other income and fair value changes.

Cash and cash equivalents were $6.0 million as of September 30, 2025, with total assets of $11.0 million and total liabilities of $2.4 million. Management states there is substantial doubt about the company’s ability to continue as a going concern, though current cash is expected to fund operations until the end of Q3 2026.

The company effected a 1-for-35 reverse stock split on September 22, 2025. Shares outstanding were 1,371,541 as of September 30, 2025, and 2,712,883 as of November 13, 2025. N2OFF fully impaired its investment in Plantify as of September 30, 2025. It also continued building its renewable energy portfolio, including funding a solar PV/BESS joint venture, and closed the acquisition of MitoCareX on October 20, 2025, a subsequent event not included in the quarter’s results.

N2OFF, Inc. (NITO) filed an Amendment No. 1 to its Form 8-K to complete disclosures for its previously reported acquisition of MitoCareX Bio Ltd. The amendment adds the financial statements required by Item 9.01 and updates certain business description and risk factor disclosures.

The filing includes audited financial statements of MitoCareX for the years ended December 31, 2024 and 2023 (Exhibit 99.1), unaudited financial statements for the six months ended June 30, 2025 (Exhibit 99.2), and unaudited pro forma condensed combined financial information reflecting the acquisition as if it occurred on December 31, 2024 and June 30, 2025 (Exhibit 99.3). It also provides a supplemental business description (Exhibit 99.4) and supplemental risk factors (Exhibit 99.5).

The company notes the pro forma information does not necessarily represent what actual future results will be. All other disclosures in the original report remain unchanged.

N2OFF, Inc. (NITO) filed its definitive proxy for the 2025 annual meeting to be held on December 16, 2025 at 4:30 p.m. Israel time (9:30 a.m. EST) at Meitar | Law Offices in Ramat Gan, Israel. Stockholders will vote on: (1) electing two Class I directors, Ronen Rosenbloom and Israel Berenstein; (2) an amendment to increase shares available under the 2022 Share Incentive Plan; (3) an advisory vote to grant an aggregate of 750,000 restricted shares to directors under the 2022 Plan, subject to approval of the plan amendment; and (4) ratifying Somekh Chaikin (KPMG International) as independent auditors for fiscal year 2025.

The board recommends voting FOR all proposals. The record date is October 24, 2025. Shares outstanding were 2,682,483 as of that date. Proposal 1 is decided by a plurality of votes cast; Proposals 2 and 4 require a majority of votes represented; Proposal 3 is advisory and contingent on Proposal 2.

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.”