Welcome to our dedicated page for N2OFF SEC filings (Ticker: NITO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The N2OFF, Inc. (NASDAQ: NITO) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, offering a structured view of how this clean tech and cleantech issuer reports its activities in renewable energy, agri-tech, and biotechnology. N2OFF files as a Nevada corporation under Commission File Number 001-40403, and its Forms 8-K, proxy statements, and related exhibits provide detailed information on material agreements, corporate actions, and subsidiary operations.
Recent Form 8-K filings describe N2OFF’s acquisition of MitoCareX Bio Ltd., a biotechnology company focused on drug discovery targeting cancer therapeutics via the mitochondrial SLC25 protein family, and the subsequent filing of an amended 8-K/A with supplemental business descriptions, risk factors, and pro forma financial information. Other 8-Ks outline the one-for-thirty-five reverse stock split of N2OFF’s common stock, Nasdaq notifications regarding minimum bid price compliance, and loan and partnership agreements supporting EU-based solar and battery storage projects developed with Solterra Renewable Energy Ltd.
Another key 8-K details a Securities Exchange Agreement with Voice Assist, Inc., under which N2OFF agreed to transfer all of its approximately 98% stake in Save Foods Ltd., an Israeli post-harvest treatment company, in exchange for equity and additional consideration structured through a services agreement. Additional filings report unregistered sales of equity securities, outcomes of annual and special stockholder meetings, and amendments to share incentive plans.
On Stock Titan, investors can review these filings alongside AI-powered summaries that explain the core terms of each document, highlight significant business changes, and clarify how transactions affect N2OFF’s structure and focus areas. Users can quickly scan material event disclosures, equity issuance details, and governance matters to understand how N2OFF manages its RTB solar portfolio, MitoCareX biotech platform, and evolving relationship with Save Foods.
Ciro Leonardo Pierri reported a passive ownership stake in N2OFF, Inc. He beneficially owns 227,064 shares of N2OFF common stock, representing 5.03% of the class, based on 4,511,362 shares outstanding as of February 12, 2026. Pierri has sole voting and dispositive power over all reported shares and certified that the holdings were not acquired to change or influence control of the company.
Zakai Shlomo reported acquisition or exercise transactions in a Form 4 filing for NITO. The filing lists transactions totaling 50,000 shares. Following the reported transactions, holdings were 64,778 shares.
Barda Lital reported acquisition or exercise transactions in a Form 4 filing for NITO. The filing lists transactions totaling 50,000 shares. Following the reported transactions, holdings were 64,370 shares.
Weiss Amitay reported acquisition or exercise transactions in this Form 4 filing.
N2OFF, Inc. reported that a trust associated with director Amitay Weiss was granted 116,286 restricted shares of common stock on February 9, 2026. The award was issued in accordance with the Save Foods, Inc. 2022 Share Incentive Plan and increased the trust’s indirect holdings to 129,144 shares.
N2OFF, Inc. reported an insider equity award for its Chief Executive Officer, David Palach. On February 9, 2026, a trust associated with him acquired 100,000 restricted shares of common stock at $0 per share under the Save Foods, Inc. 2022 Share Incentive Plan, bringing his indirectly held beneficial ownership to 129,144 shares.
N2OFF, Inc. has agreed to transfer all of its ordinary shares of its majority-owned subsidiary Save Foods Ltd., representing approximately 98% of Save Foods’ issued and outstanding share capital, to Voice Assist, Inc. under a Securities Exchange Agreement. In return, N2OFF will receive Voice Assist common stock equal to 19.99% of Voice Assist on a fully diluted basis, calculated immediately after closing. The closing is expected within 90 calendar days of the agreement, subject to customary conditions.
Separately, N2OFF entered a Services Agreement to provide non-exclusive advisory and support services to Voice Assist. As consideration, N2OFF is entitled to deferred cash of up to $1,000,000 funded from future Voice Assist financings over five years, royalties on gross profit from defined “New Future Projects” (75% for the first three years, 15% for years four through ten, and 5% thereafter), and 75% of any “Ecolab Gross Proceeds” tied to an “Ecolab Claim.” The equity issued in these transactions will rely on the Regulation S registration exemption.
N2OFF, Inc. reported that on January 8, 2026 it issued 35,000 shares of its common stock to a consultant under a new consulting agreement. The shares were provided as consideration for investor relations services, meaning the consultant was paid in stock rather than cash for this work.
The company states that this issuance was an unregistered sale of equity securities and was made in reliance on Section 4(a)(2) of the Securities Act of 1933, which allows transactions by an issuer that do not involve a public offering.
N2OFF, Inc. reported an unregistered stock issuance and the results of its latest shareholder meeting. On December 15, 2025, the company issued 60,000 shares of common stock to consultants as compensation for various investor relations services under new consulting agreements, relying on the Section 4(a)(2) exemption for transactions not involving a public offering.
On December 16, 2025, N2OFF held its annual general meeting of stockholders. As of the October 24, 2025 record date, 2,682,483 common shares were outstanding, and 1,722,577 shares, or about 64.21% of those entitled to vote, were represented, constituting a quorum. Shareholders reelected Ronen Rosenbloom and Israel Berenstein as Class I directors, approved an increase in shares available under the 2022 Share Incentive Plan, supported on an advisory basis grants of shares to board members under that plan, and ratified Somekh Chaikin, a member of KPMG International, as independent auditors for the fiscal year ended December 31, 2025.
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.