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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): October 6, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.
On
October 6, 2025, N2OFF, Inc. (the “Company”) received a written notification (the “Notification”) from the Nasdaq
Stock Market LLC (“Nasdaq”) indicating that the Company has regained compliance with the Nasdaq Listing Rule 5550(a)(2),
which requires a minimum bid price of $1.00 per share for the Company’s common stock. As previously reported, on March 28, 2025,
the Company received notice from Nasdaq that it was not in compliance with the minimum bid price requirement.
The
Notification states that for 10 consecutive business days from September 22, 2025 through October 3, 2025, the closing bid price of the
Company’s common stock was at least $1.00 per share. Accordingly, the Company has regained compliance with Nasdaq Listing Rule
5550(a)(2), and this matter is now closed.
Item
8.01 Other Events.
On
October 8, 2025, the Company issued a press release announcing that it regained compliance with Nasdaq Listing Rule 5550(a)(2). 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 October 8, 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:
October 8, 2025 |
By: |
/s/
David Palach |
| |
Name:
|
David
Palach |
| |
Title: |
Chief
Executive Officer |
