N2OFF (NASDAQ: NITO) enacts 1-for-35 reverse stock split effective Sept. 22

Rhea-AI Filing Summary

N2OFF, Inc. reported that it has approved a one-for-thirty-five (1-for-35) reverse stock split of its common stock. The company stated that the reverse split will become effective for Nasdaq purposes on September 22, 2025, meaning every 35 existing shares will be combined into 1 share at that time for trading on The Nasdaq Capital Market.

The company disclosed this action in connection with a press release dated September 18, 2025, which is included as Exhibit 99.1 to the report.

8-K Event Classification

2 items: 8.01, 9.01

2 items

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): September 18, 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 8.01 Other Events.

On September 18, 2025, the Company issued a press release announcing that its one-for-thirty-five (1-for-35) reverse stock split will become effective for Nasdaq purposes on September 22, 2025. 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 September 18, 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: September 18, 2025	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

FAQ

What corporate action did N2OFF, Inc. (NITO) disclose in this 8-K?

N2OFF, Inc. disclosed that it is implementing a one-for-thirty-five (1-for-35) reverse stock split of its common stock.

When will N2OFF, Inc.’s 1-for-35 reverse stock split be effective for Nasdaq trading?

The company stated that the 1-for-35 reverse stock split will become effective for Nasdaq purposes on September 22, 2025.

Which class of N2OFF, Inc. (NITO) securities is affected by the reverse stock split?

The reverse stock split applies to N2OFF, Inc.’s common stock, par value $0.0001 per share, which trades on The Nasdaq Capital Market under the symbol NITO.

How does the 1-for-35 reverse stock split work for N2OFF, Inc. shareholders?

Under the 1-for-35 reverse stock split, every 35 existing shares of N2OFF, Inc. common stock will be combined into 1 share for Nasdaq trading purposes starting September 22, 2025.

Did N2OFF, Inc. issue any related press release about the reverse stock split?

Yes. N2OFF, Inc. issued a press release dated September 18, 2025 announcing the reverse stock split, which is filed as Exhibit 99.1.

On which exchange does N2OFF, Inc. (NITO) list its common stock?

N2OFF, Inc.’s common stock is listed on The Nasdaq Capital Market under the trading symbol NITO.