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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): July 24, 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
Second
Amendment to Securities Purchase and Exchange Agreement
As
previously disclosed in its Current Report on Form 8-K filed on February 26, 2025, N2OFF, Inc. (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”, and together with the Company, the “Parties”) pursuant to which the Company
will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX, thereby resulting
in MitoCareX becoming a wholly-owned subsidiary of the Company.
Also
as previously disclosed in its Current Report on Form 8-K filed on May 22, 2025, on May 18, 2025, the Parties amended the Agreement (the
“First Amendment”) by extending the exclusivity period set forth in Section 1.08 of the Agreement by an additional ninety
(90) days, such that either Party may terminate the Agreement in the event that the Closing Date (as defined therein) shall not have
occurred within one hundred and eighty (180) days of the date of the Agreement (the “Outside Date”). All other terms of the
Agreement remain in full force and effect.
On
July 23, 2025, the Parties amended the Agreement (the “Second Amendment”), which Second Amendment provides the following
changes to the Agreement:
| |
1. |
Allocations
Among Sellers: The allocation of additional consideration among the Sellers that the Sellers may receive pursuant to Section
1.02(c) of the Agreement has been updated, and likewise the allocation of Additional Purchaser Stock (as defined in the Agreement)
among the Sellers pursuant to Section 1.03 of the Agreement has been updated. |
| |
|
|
| |
2. |
Definition
of Fully-Diluted Basis: The definition of “Fully-Diluted Basis” has been updated to specify that 32,808,629 shares
of common stock, as detailed in the amended Schedule 1.11(c), shall replace the amount of 27,734,248 shares of common stock included
in the Agreement, which increase relates to certain issuances of common stock that occurred following the execution of the Agreement. |
| |
|
|
| |
3. |
N2OFF
Capital Structure: Section 2.03 of the Agreement has been replaced to update the issued and outstanding share amounts as of immediately
following the Closing, which changes relate to certain issuances of common stock that occurred following the execution of the Agreement. |
| |
|
|
| |
4. |
Extension
of Outside Date: The Second Amendment extends the Outside Date by an additional ninety (90) days, such that either Party may
terminate the Agreement in the event that the Closing Date shall not have occurred within two hundred and seventy (270) days of the
date of the Agreement. |
The
description of the Second Amendment set forth above is qualified in its entirety by reference to the full text of the Amendment, which
is filed hereto as Exhibit 10.1, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on February 26, 2025). |
| 10.2 |
|
First Amendment to the Securities Purchase and Exchange Agreement, dated May 18, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 22, 2025) |
| 10.3 |
|
Second Amendment to the Securities Purchase and Exchange Agreement, dated July 23, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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:
July 24, 2025 |
By: |
/s/
David Palach |
| |
Name: |
David
Palach |
| |
Title: |
Chief
Executive Officer |
