[8-K] N2OFF, Inc. Reports Material Event

Rhea-AI Filing Summary

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.”

Insights

M&A and Capital Markets Analyst

Acquisition closed with cash plus stock; pro formas pending.

N2OFF closed the purchase of MitoCareX, using a mix of cash and new common shares. Consideration included $700,000 paid to SciSparc and specific equity issuances to three sellers, each tied to stated fully diluted percentages (16.75%, 15.50%, 7.75%). Shareholder approval preceded closing, reducing execution risk for the transaction structure.

The filing lists the equity granted to each party, which clarifies ownership distribution post-closing. However, financial impact cannot be assessed until the audited statements and unaudited pro forma combined financials are filed. Those materials will detail revenue, expenses, and any purchase accounting effects.

The company disclosed it will provide the required financials within 71 days of the report’s required filing date. Subsequent filings will define how the acquisition affects earnings and balance sheet metrics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets

On February 25, 2025, N2OFF, Inc., a Nevada corporation (“N2OFF” or the “Company”), entered into a Securities Purchase and Exchange Agreement (the “Agreement”) with MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”, together with SciSparc and Alon, the “Sellers”), which Agreement contemplated the Company’s acquisition from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company (the “Acquisition”).

On September 25, 2025, the stockholders of N2OFF convened a special meeting and approved, among other proposals, the Acquisition, including the issuance of such number of N2OFF’s common stock, par value $0.0001 per share (“common stock”) as consideration for the exchange of the Ordinary Shares, thereby satisfying a closing condition in the Agreement.

On October 20, 2025, upon the satisfaction of the remaining closing conditions in the Agreement, the Acquisition closed (the “Closing”). At the Closing, each of the Sellers transferred their Ordinary Shares to N2OFF, thereby resulting in N2OFF holding 100% of the fully-diluted share capital of MitoCareX and, as consideration thereof, N2OFF: (1) executed the payment of $700,000 in cash to SciSparc, and (2) completed the following issuances of common stock to each of the Sellers:

	●	490,751 shares of common stock to SciSparc, representing 16.75% of the Company on a fully-diluted basis;
	●	454,127 shares of common stock to Alon, representing 15.50% of the Company on a fully-diluted basis; and
	●	227,064 shares of common stock to Ciro, representing 7.75% of the Company on a fully-diluted basis.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 8.01 Other Information.

In connection with the Acquisition and related transactions described herein, on October 23, 2025, the Company 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.” A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

The audited financial statements of MitoCareX Bio Ltd. and the unaudited pro forma condensed combined financial information reflecting the acquisition are not included with this Current Report on Form 8-K and will be filed by amendment within 71 calendar days after the date this report was required to be filed, as permitted by Item 9.01 of Form 8-K.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued October 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: October 23, 2025	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer

FAQ

What did N2OFF (NITO) announce in its 8-K?

N2OFF closed the acquisition of MitoCareX Bio Ltd. on October 20, 2025, making it a wholly owned subsidiary.

What consideration did N2OFF pay to complete the MitoCareX deal?

N2OFF paid $700,000 in cash to SciSparc and issued common stock to SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri.

How many shares did each MitoCareX seller receive from N2OFF?

SciSparc: 490,751 shares (16.75% fully diluted); Dr. Alon Silberman: 454,127 shares (15.50% fully diluted); Prof. Ciro Leonardo Pierri: 227,064 shares (7.75% fully diluted).

When did N2OFF shareholders approve the acquisition?

Shareholders approved the acquisition and related stock issuances at a special meeting on September 25, 2025.

Will N2OFF provide financial statements for the acquired business?

Yes. N2OFF will file audited MitoCareX financials and unaudited pro forma combined financial information within 71 days.

Did N2OFF issue a press release about the closing?

Yes. On October 23, 2025, N2OFF issued a release titled “N2OFF Announces Closing of Merger with Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer.”