N2OFF (NASDAQ: NITO) grants 35,000 shares for investor relations services

Rhea-AI Filing Summary

N2OFF, Inc. reported that on January 8, 2026 it issued 35,000 shares of its common stock to a consultant under a new consulting agreement. The shares were provided as consideration for investor relations services, meaning the consultant was paid in stock rather than cash for this work.

The company states that this issuance was an unregistered sale of equity securities and was made in reliance on Section 4(a)(2) of the Securities Act of 1933, which allows transactions by an issuer that do not involve a public offering.

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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) January 12, 2026

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 January 8, 2026, N2OFF, Inc. (the “Company”) issued 35,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of 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.

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:	January 12, 2026	By:	/s/ David Palach
		Name:	David Palach
		Title:	Chief Executive Officer

FAQ

What did N2OFF (NITO) disclose in this Form 8-K?

N2OFF, Inc. disclosed that it issued 35,000 shares of common stock to a consultant as compensation under a new consulting agreement for investor relations services.

How many shares did N2OFF (NITO) issue to the consultant?

N2OFF issued 35,000 shares of its common stock to a consultant in connection with a new consulting agreement.

What was the purpose of the N2OFF (NITO) share issuance?

The 35,000 shares of N2OFF common stock were issued as consideration for investor relations services provided by a consultant under a new consulting agreement.

Was the N2OFF (NITO) share issuance registered with the SEC?

No, the company states that the 35,000-share issuance was an unregistered sale of equity securities under the Securities Act of 1933.

What exemption did N2OFF (NITO) rely on for the unregistered share issuance?

N2OFF relied on Section 4(a)(2) of the Securities Act of 1933, describing the transaction as one by an issuer not involving a public offering.

What type of filing did N2OFF (NITO) use to report this transaction?

N2OFF reported the transaction in a Form 8-K under Item 3.02, which covers unregistered sales of equity securities.