N2OFF (NASDAQ: NITO) grants stock to consultants and OKs 2022 plan items

Rhea-AI Filing Summary

N2OFF, Inc. reported an unregistered stock issuance and the results of its latest shareholder meeting. On December 15, 2025, the company issued 60,000 shares of common stock to consultants as compensation for various investor relations services under new consulting agreements, relying on the Section 4(a)(2) exemption for transactions not involving a public offering.

On December 16, 2025, N2OFF held its annual general meeting of stockholders. As of the October 24, 2025 record date, 2,682,483 common shares were outstanding, and 1,722,577 shares, or about 64.21% of those entitled to vote, were represented, constituting a quorum. Shareholders reelected Ronen Rosenbloom and Israel Berenstein as Class I directors, approved an increase in shares available under the 2022 Share Incentive Plan, supported on an advisory basis grants of shares to board members under that plan, and ratified Somekh Chaikin, a member of KPMG International, as independent auditors for the fiscal year ended December 31, 2025.

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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) December 16, 2025

N2OFF, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-40403		26-4684680
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		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		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 3.02. Unregistered Sales of Equity Securities.

On December 15, 2025, N2OFF, Inc. (the “Company”) issued 60,000 shares of common stock pursuant to new consulting agreements to consultants in consideration of various investor relations services provided to the Company.

The issuance of such shares were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.

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

On December 16, 2025, the Company held an annual general meeting of stockholders (the “Annual Meeting”). As of the close of business on October 24, 2025, the record date for the Annual Meeting, there were 2,682,483 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 Annual Meeting, the holders of 1,722,577 shares of the Common Stock, equivalent to approximately 64.21% of the outstanding shares entitled to vote at the Annual Meeting, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The matters that were voted upon at the Annual 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.

Proposal #1. Election of Two Class I Directors. Proposal No. 1 was to reelect Ronen Rosenbloom and Israel Berenstein, two class I directors nominated for re-election, each to serve a three-year term or until their successors are elected and qualified, on the Company’s board of directors (the “Board”). This proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
1,263,038		8,562		10,678		440,299

Proposal #2. The 2022 Share Incentive Plan Amendment Proposal. Proposal No. 2 was to approve an increase in shares available for issuance under the Company’s 2022 Share Incentive Plan (the “2022 Plan”). This proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
1,252,667		29,576		35		440,299

Proposal #3. Advisory Vote. Proposal No. 3 was to approve, on an advisory basis, the grant of shares to members of the Board, under the 2022 Plan, and subject to the approval of Proposal 2. This proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
1,255,346		15,905		11,027		440,299

Proposal #4. Independent Auditor Proposal. Proposal No. 4 was to ratify the appointment of Somekh Chaikin, a member of KPMG International, as the Company’s independent auditors for the fiscal year ended December 31, 2025. This proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
1,700,600		8,697		13,280		-

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

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:	December 16, 2025	By:	/s/ David Palach
		Name:	David Palach
		Title:	Chief Executive Officer

FAQ

What unregistered stock issuance did N2OFF (NITO) disclose?

N2OFF disclosed that on December 15, 2025 it issued 60,000 shares of common stock to consultants under new consulting agreements as consideration for investor relations services.

Why were N2OFFs newly issued shares not registered with the SEC?

The company stated that the share issuance was exempt from registration under the Securities Act of 1933 in reliance on Section 4(a)(2), covering transactions by an issuer not involving a public offering.

When was N2OFFs 2025 annual meeting held and what was the voting quorum?

The annual general meeting was held on December 16, 2025. As of the October 24, 2025 record date, 2,682,483 common shares were outstanding, and 1,722,577 shares, or about 64.21% of those entitled to vote, were represented, providing a quorum.

Which directors were elected at N2OFFs 2025 annual meeting?

Shareholders approved the reelection of Ronen Rosenbloom and Israel Berenstein as Class I directors, each to serve a three-year term or until their successors are elected and qualified.

What changes did N2OFF shareholders approve to the 2022 Share Incentive Plan?

Shareholders approved a proposal to increase the shares available for issuance under N2OFFs 2022 Share Incentive Plan and also approved, on an advisory basis, the grant of shares to board members under that plan.

Who did N2OFF shareholders ratify as independent auditors for 2025?

Shareholders ratified the appointment of Somekh Chaikin, a member of KPMG International, as N2OFFs independent auditors for the fiscal year ended December 31, 2025.