N2OFF INC SEC Filings

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.

N2OFF, Inc. reported consolidated activity for the period ended June 30, 2025 showing sizable operating losses, continuing investments and multiple financing arrangements. The filing discloses a net loss from continuing operations of (5,809) and related consolidated net losses of similar magnitude, with loss per share from continuing operations of (0.28) basic and diluted amounts presented. The company completed equity issuances and warrant exercises that generated $1,500 of gross proceeds and recorded significant non-cash changes in fair value of warrant liabilities and investments (including a $7,000 change in warrant fair value). Material transactions include the acquisition/roll-up of MitoCareX (resulting in MitoCareX becoming a wholly-owned subsidiary upon issuance/transfer of ordinary shares) and loans or investments in Solar/SE/Solterra/Plantify and related credit facilities. The company disposed of NTWO OFF as a discontinued operation and recognized related cash and non-cash effects. The filing discloses multiple loans bearing 7%-8% and associated fair value adjustments, substantial share-based compensation, and warrants issued to lenders and service providers.

N2OFF, Inc. (Nasdaq: NITO) has filed a Form S-1 to register 70,369,898 shares for resale by YA II PN, Ltd. The block equals more than twice the current 33.4 M shares outstanding and consists of 69.12 M shares that may be issued under the $20 M Standby Equity Purchase Agreement (SEPA) signed 22-Dec-23 plus 1.25 M commitment-related shares (675,675 already issued and 574,325 tied to a prefunded warrant).

The SEPA allows the company to draw capital for 36 months at 94 % of the lowest three-day VWAP. To date N2OFF has raised $3.13 M, leaving $16.87 M available. Proceeds from future draws will fund working capital and service two tranches of 8 % promissory notes (aggregate $3 M) issued in May 2025; amortisation starts 60 days after issuance and runs for ten equal monthly payments.

Key recent events: (i) three bridge loans totaling $0.75 M to facilitate the prospective acquisition of Israeli biotech MitoCareX; (ii) divestiture of the loss-making NTWO OFF subsidiary for ~US$4 k; (iii) formation of 70 %-owned NITO Renewable to participate in European solar projects via partner Solterra. The company remains an emerging-growth, smaller-reporting entity with a history of losses and warns of significant dilution, resale overhang and Nasdaq listing risk.