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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): September 9, 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
1.01 Entry into a Material Agreement
As
previously disclosed in its Current Report on Form 8-K filed on July 31, 2024, on June 30, 2024 N2OFF, Inc., a Nevada corporation (the
“Company”), has entered into a Loan Agreement (the “Loan Agreement”) with Solterra Renewable Energy Ltd. (“Solterra”),
and other lenders signatory thereto pursuant to which such lenders committed to loan Solterra the aggregate principal amount of €
500,000 (€ 375,000 of which was committed by the Company) with interest accruing on the principal at the rate of 7% per annum, to
be paid annually beginning June 30, 2025.
In
connection with the Loan Agreement, on July 31, 2024, the Company, entered into a Loan and Partnership Agreement (the “Loan and
Partnership Agreement”), with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG (the “Partnership”), Solterra,
and other lenders signatory thereto (collectively, the “Lenders”), pursuant to which the Lenders committed to loan the Partnership
(the “Loan”) an aggregate principal amount of € 2,080,000 (€ 1,560,000 of which was committed by the Company).
Interest accrues on the loan at the rate of 7% per annum. The Loan matures on the earlier of (i) the sale of the Partnership or (ii)
five years from the date of the Loan and Partnership Agreement. All loans to the Partnership from Solterra will be subordinate to the
Loan. On June 23, 2025, in accordance with that certain Addendum No. 1 to the Loan Partnership Agreement, the Lenders provided
€25,000 in additional funding at 7% interest for preliminary work on the Melz battery storage study.
On
September 8, 2025, the Partnership entered into Addendum No. 2 to the Loan and Partnership Agreement (“Addendum No. 2”),
pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of €600,000 (the “Principal
Addendum Amount”). The Principal Addendum Amount bears interest at a rate of 7% per annum and will mature in accordance with the
terms of the Loan under the Loan and Partnership Agreement. Proceeds from Addendum No. 2 are intended to be used to initiate a study
for optimizing a battery storage facility near the Melz PV Project. A copy of Addendum No. 2 is filed hereto as Exhibit 10.1, and which
is incorporated herein by reference in its entirety.
Item
3.03 Material Modifications to Rights of Security Holders.
As
previously reported on the Current Report on Form 8-K filed the Company with the Securities and
Exchange Commission on July 3, 2024, at the special meeting of stockholders of the Company held on June 28, 2024, the holders of approximately
88.61% of the Company’s voting power entitled to vote at that special meeting, approved to effect a reverse stock split
of the issued and outstanding shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”),
by a ratio of no less than 1-for-2 and not more than 1-for-35, with the exact split ratio to be determined by the board of directors
of the Company (the “Board”) in its sole discretion. After the special meeting, the Board determined that it is in the best
interests of the Company and its stockholders to effectuate a reverse stock split of the Common Stock at a ratio of one-for-thirty-five
(1-for-35) (the “Reverse Stock Split”).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 3, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation (the “Certificate
of Amendment” and the “Articles of Incorporation”) with the Secretary of State of the State of Nevada, to effect the
Reverse Stock Split as a corporate action under its Articles of Incorporation. The Certificate of Amendment became effective upon filing
on September 3, 2025. The Company intends to take steps immediately for purposes of notifying the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) in order to determine the marketplace effective date for trading purposes, whereupon
the Common Stock will begin trading on a split-adjusted basis under the current symbol “NITO” but with a new CUSIP number.
A
copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The information set forth
in Item 3.03 of this Current Report is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation of N2OFF, Inc., effective as of September 3, 2025. |
| 10.1 |
|
Addendum 2 to Loan and Partnership Agreement, dated as of September 8, 2025, between N2OFF, Inc. and Solterra Renewable Energy Ltd. |
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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:
September 9, 2025 |
By: |
/s/
Lital Barda |
| |
Name: |
Lital
Barda |
| |
Title: |
Chief
Financial Officer |
