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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 23, 2025
N2OFF,
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40403 |
|
26-4684680 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
HaPardes
134 (Meshek Sander)
Neve Yarak, Israel |
|
4994500 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(347)
468 9583
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
NITO |
|
The Nasdaq
Capital Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
Item
8.01 Other Information.
This
Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K of N2OFF, Inc. (the “Company”) filed with the U.S.
Securities and Exchange Commission on October 23, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the
Company’s acquisition of MitoCareX Bio Ltd. (“MitoCareX” and the “Acquisition”). This Amendment No. 1
on Form 8-K/A is being filed by the Company to amend the Original Form 8-K to provide the disclosures required by Item 9.01 of the
Form 8-K that were not previously filed with the Original Form 8-K, as well as to file certain updated business description and risk
factors disclosures applicable to its business for the purpose of supplementing and updating disclosures contained in the
Company’s prior public filings, including those discussed under the heading “Item 1. Business” and “Item 1A.
Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the
Securities and Exchange Commission on March 31, 2025. The supplemental updated business description and risk factors
are filed herewith as Exhibit 99.4 and Exhibit 99.5, respectively, and are incorporated herein by reference.
The
unaudited pro forma combined financial information included as Exhibit 99.3 to this Current Report on Form 8-K/A does not necessarily
reflect what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had
the Acquisition been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance
sheets, cash flows or costs and expenses will be in the future.
Except as provided
herein, the disclosures made in the Original Form 8-K remain unchanged.
Item
9.01 Financial Statements and Exhibits.
| (a) | Financial
Statements of Business Acquired. |
In
accordance with Item 9.01(a), the audited financial
statements of MitoCareX as of December 31, 2024 and December 31, 2023 are attached hereto as Exhibit 99.1 to this Current Report on Form
8-K/A and are incorporated by reference herein.
In accordance with Item 9.01(a),
the unaudited financial statements of MitoCareX for the for the six months ended June 30, 2025 are attached hereto as Exhibit 99.2 to
this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
In
accordance with Item 9.01(b), the unaudited pro
forma condensed combined financial information of the Company updated to reflect the acquisition of MitoCareX as if it had
occurred on each of December 31, 2024 and June 30, 2025 are attached hereto as Exhibit 99.3 to this Current Report on Form
8-K/A and are incorporated by reference herein.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Kost, Forer, Gabbay & Kasierer, a member of EY Global, independent auditor of MitoCareX Bio Ltd. |
| |
|
|
| 99.1 |
|
Audited
Financial Statements of MitoCareX Bio Ltd. for the years ending December 31, 2024 and 2023 |
| |
|
|
| 99.2 |
|
Unaudited financial statements of MitoCareX Bio Ltd. for the six months ended June 30, 2025 |
| |
|
|
| 99.3 |
|
Unaudited
Pro Forma Combined Financial Information for the six months ended June 30, 2025 and for the year ended December 31, 2024 |
| |
|
|
| 99.4 |
|
Supplemental Business Description |
| |
|
|
| 99.5 |
|
Supplemental Risk Factors |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
N2OFF,
Inc. |
| |
|
|
| Date:
November 12, 2025 |
By: |
/s/
David Palach |
| |
Name: |
David
Palach |
| |
Title: |
Chief
Executive Officer |
