N2OFF (NASDAQ: NITO) restores Nasdaq bid-price compliance after prior notice

Rhea-AI Filing Summary

N2OFF, Inc. reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing. Nasdaq notified the company on October 6, 2025 that it is once again in compliance with Listing Rule 5550(a)(2), which requires the company’s common stock to maintain a closing bid price of at least $1.00 per share.

Nasdaq confirmed that from September 22, 2025 through October 3, 2025, the closing bid price of N2OFF’s common stock was at or above $1.00 for 10 consecutive business days, satisfying the rule. This closes the earlier deficiency matter that had been opened when N2OFF received a non-compliance notice on March 28, 2025. On October 8, 2025, the company issued a press release to announce the restored compliance.

Positive

• N2OFF regains Nasdaq minimum bid compliance, with its common stock closing at or above $1.00 for 10 consecutive business days, closing out a prior non-compliance notice.

Negative

• None.

Insights

Equity & Listing Standards Analyst

N2OFF has restored Nasdaq minimum bid compliance, removing a delisting overhang.

N2OFF, Inc. received confirmation from Nasdaq on October 6, 2025 that it again meets Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Nasdaq cited 10 consecutive business days, from September 22, 2025 through October 3, 2025, during which the closing bid for the common stock was at least $1.00. This resolves the deficiency first noted in a Nasdaq notice dated March 28, 2025.

Restoring compliance with the bid-price rule means the company currently avoids the risk of being delisted from the Nasdaq Capital Market based on that specific criterion. Continued compliance depends on the stock maintaining required levels under Nasdaq rules, but this communication explicitly states that the prior matter is now closed.

The company followed up with a press release on October 8, 2025 to publicly announce the regained compliance. Subsequent periodic disclosures will show whether N2OFF continues to meet Nasdaq’s ongoing listing standards across bid price and any other applicable criteria.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What did N2OFF, Inc. (NITO) announce in this 8-K filing?

N2OFF, Inc. reported that Nasdaq notified the company on October 6, 2025 that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share for its common stock.

Why was N2OFF, Inc. (NITO) previously out of compliance with Nasdaq rules?

On March 28, 2025, N2OFF received notice from Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because its common stock did not meet the minimum $1.00 per share bid price requirement.

How did N2OFF regain compliance with Nasdaq Listing Rule 5550(a)(2)?

Nasdaq’s notification states that, from September 22, 2025 through October 3, 2025, the closing bid price of N2OFF’s common stock was at least $1.00 per share for 10 consecutive business days, satisfying the minimum bid-price rule.

What does Nasdaq’s confirmation mean for N2OFF’s Nasdaq Capital Market listing?

Nasdaq’s notice confirms that N2OFF now meets the minimum bid-price requirement and that the prior deficiency related to Listing Rule 5550(a)(2) is closed, meaning the company currently remains in good standing on that specific listing standard.

Did N2OFF issue a press release about regaining Nasdaq compliance?

Yes. On October 8, 2025, N2OFF issued a press release announcing that it had regained compliance with Nasdaq Listing Rule 5550(a)(2). A copy of this press release is included as Exhibit 99.1 to the 8-K.

Which Nasdaq rule is referenced in the N2OFF (NITO) 8-K filing?

The filing refers to Nasdaq Listing Rule 5550(a)(2), which sets a minimum bid price of $1.00 per share for continued listing of the company’s common stock on the Nasdaq Capital Market.