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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 |
