N2OFF (NASDAQ: NITO) holders back MitoCareX merger and split plan

Rhea-AI Filing Summary

N2OFF, Inc. held a special stockholder meeting where stockholders approved several key proposals, including an acquisition and capital structure changes. As of the August 1, 2025 record date, there were 33,356,412 common shares outstanding, and holders of 18,575,909 shares, or approximately 55.68%, were represented, providing a quorum.

Stockholders approved the acquisition of all share capital of MitoCareX Bio Ltd. under a Securities Purchase and Exchange Agreement, which includes issuing common shares equal to or exceeding 20% of the pre-issuance outstanding shares, in line with Nasdaq rules. They also approved a reverse stock split authorization allowing the board, within one year, to set a ratio between 1-for-2 and 1-for-150; a 1-for-35 reverse split had already been effected on September 22, 2025. In addition, stockholders approved issuing 1,850,000 common shares as warrant shares to L.I.A. Pure Capital Ltd. and authorized possible adjournment of the meeting if needed.

Insights

Equity capital markets and governance analyst

N2OFF investors back MitoCareX acquisition, major reverse-split flexibility, and new warrant share issuance.

N2OFF stockholders approved acquiring all share capital of MitoCareX Bio Ltd. under a Securities Purchase and Exchange Agreement dated February 25, 2025, as amended. The deal includes issuing common stock equal to or above 20% of shares outstanding before issuance, satisfying Nasdaq rules for significant share-based transactions. This approval clears a key governance hurdle for closing a merger with a drug discovery company focused on resistant cancers.

Governance changes around the share count are substantial. A 1-for-35 reverse split was effected on September 22, 2025, and stockholders further authorized the board, for one year, to choose any reverse-split ratio between 1-for-2 and 1-for-150 via an amendment to the Articles of Incorporation. This grants broad discretion to manage share price and count. Separately, stockholders approved issuance of 1,850,000 common shares upon exercise of a warrant issued to L.I.A. Pure Capital Ltd., adding a defined source of future share issuance tied to warrant exercises.

Participation metrics show moderate engagement: as of the August 1, 2025 record date, 33,356,412 common shares were outstanding and 18,575,909 shares, or about 55.68%, were represented at the meeting. The acquisition proposal and related items received clear majorities, indicating stockholder support for the company’s strategic shift toward oncology drug discovery and for flexible capital structure tools, while the actual economic effects will depend on transaction closing, board decisions on split ratios, and any warrant exercises.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 25, 2025

N2OFF, Inc.

(Exact name of registrant as specified in its charter)

Delaware		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 5.07 Submission of Matters to a Vote of Security Holders.

On September 25, 2025, N2OFF, Inc. (the “Company”) held a special general meeting of stockholders (the “Special Meeting”). As of the close of business on August 1, 2025, the record date for the Special Meeting, there were 33,356,412 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issued and outstanding, each of which was entitled to one vote per share.

At the Special Meeting, the holders of 18,575,909 shares of the Common Stock, equivalent to approximately 55.68% of the outstanding shares entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

On September 22, the Company effected a one-for-thirty-five (1-for-35) reverse stock split of its common stock. All share amounts set forth below are presented on a pre-split basis.

Proposal #1. The Acquisition Proposal. Proposal No. 1 was to approve a proposed acquisition by the Company of all of the share capital of MitoCareX Bio Ltd. , a private company incorporated under the laws of the State of Israel (“MitoCareX”), pursuant to the terms and conditions of the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025 (the “Purchase Agreement”), which includes the issuance of shares of the Company’s Common Stock that is equal to or in excess of 20% of the Company’s outstanding Common Stock before the issuance, in accordance with applicable Nasdaq Listing Rules, and the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby. The proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
11,687,364		197,347		18,579		6,672,619

Proposal #2. The Reverse Stock Split Proposal. Proposal No. 2 was to approve a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend the Company’s Articles of Incorporation, as amended (the “Amendment”) at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the Company’s Common Stock, at a ratio of not less than 1-for-2 and not more than 1-for-150 (the “Split Range”), with the exact ratio of the reverse stock split to be determined by the Board in its sole discretion without further approval or authorization of our stockholders. The proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
15,703,054		2,172,381		700,474

Proposal #3. The Warrant Shares Proposal. Proposal No.3 was to approve the issuance of 1,850,000 shares of the Company’s Common Stock and any additional shares of Common Stock, as applicable (the “Warrant Shares”) upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. The proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
10,498,529		294,575		1,110,186		6,672,619

Proposal #4. Proposal No. 4 was to authorize an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and proxy votes if there are insufficient votes in favor of the foregoing Proposals. The proposal was approved was approved as follows:

For		Against		Abstain		Broker Non-Votes
17,130,615		798,625		646,669

No other matters were considered or voted upon at the Special Meeting.

Item 8.01 Other Events.

On September 25, 2025, the Company issued a press release announcing that N2OFF’s Stockholders Approved a 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

Exhibit No.
99.1		Press Release issued September 25, 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: September 25, 2025	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer

FAQ

What did N2OFF, Inc. (NITO) stockholders approve regarding the MitoCareX transaction?

Stockholders approved an acquisition of all share capital of MitoCareX Bio Ltd. under a Securities Purchase and Exchange Agreement, including issuing shares of N2OFF common stock equal to or in excess of 20% of the company’s outstanding common stock before the issuance, as required by applicable Nasdaq listing rules.

How many N2OFF (NITO) shares were eligible to vote at the special meeting and what was the quorum?

As of the August 1, 2025 record date, there were 33,356,412 N2OFF common shares issued and outstanding, each with one vote. At the special meeting, holders of 18,575,909 shares, representing approximately 55.68% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum.

What reverse stock split actions did N2OFF (NITO) take and authorize?

N2OFF effected a 1-for-35 reverse stock split of its common stock on September 22, 2025. Stockholders also authorized the board, in its sole discretion within one year, to amend the Articles of Incorporation to implement a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-150, with the exact ratio to be selected by the board without further stockholder approval.

What is the warrant share issuance approved by N2OFF (NITO) stockholders?

Stockholders approved the issuance of 1,850,000 shares of N2OFF common stock, and any additional shares as applicable, upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. These shares are referred to as the Warrant Shares.

How did N2OFF (NITO) stockholders vote on the key proposals at the special meeting?

The acquisition proposal received 11,687,364 votes for, 197,347 against, and 18,579 abstentions, with 6,672,619 broker non-votes. The reverse stock split authorization received 15,703,054 votes for, 2,172,381 against, and 700,474 abstentions. The warrant shares proposal received 10,498,529 votes for, 294,575 against, 1,110,186 abstentions, and 6,672,619 broker non-votes. An adjournment authorization also passed with 17,130,615 votes for, 798,625 against, and 646,669 abstentions.

What did N2OFF (NITO) announce in its press release related to this meeting?

The company issued a press release on September 25, 2025 stating that N2OFF’s stockholders approved a merger with a drug discovery company targeting resistant cancers, including pancreatic and non-small cell lung cancer. The press release is included as Exhibit 99.1.