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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 |
