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N2OFF (NASDAQ: NITO) rebrands as Nexentis Technologies with NXTS symbol

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Form Type
8-K

Rhea-AI Filing Summary

N2OFF, Inc. is changing its corporate name to Nexentis Technologies Inc. and its Nasdaq trading symbol from NITO to NXTS, effective on the Nasdaq Capital Market on February 26, 2026. The change was approved by the board and implemented through a Nevada charter amendment that did not require shareholder approval.

The company states that the name and brand now reflect its evolution into an AI and data-driven computational biotech platform centered on mitochondrial biology, precision oncology and inflammatory metabolic diseases, built around its wholly owned subsidiary MitoCareX Bio Ltd. It will continue to manage its European RTB solar projects and majority stake in Save Foods Ltd. as part of a broader portfolio. The filing notes that existing stockholder rights and the common stock CUSIP number remain unchanged and that no stockholder action is required.

Positive

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Negative

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Insights

Rebranding formalizes a prior biotech pivot without altering shareholder rights.

N2OFF is rebranding as Nexentis Technologies Inc. with a new ticker, NXTS, to align its identity with an AI and data-driven mitochondrial biotech platform built around MitoCareX Bio Ltd. The board executed this via a Nevada charter amendment.

The company highlights its MITOLINE™-based discovery engine targeting the mitochondrial SLC25 carrier family and early in vitro signals in oncology and inflammatory metabolic disease models. It also continues to hold RTB solar energy assets and a majority interest in Save Foods Ltd., framing these as part of a non-core, value-optimizing base.

The filing itself mainly codifies branding and symbol changes effective February 26, 2026, leaving stockholder rights, CUSIP and capital structure unchanged. Future impact depends on how the mitochondrial platform advances toward preclinical candidate nominations and how management balances biotech investment with returns from solar and post-harvest businesses.

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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): February 25, 2026

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The Board of Directors of N2OFF, Inc., a Nevada corporation (the “Company”) approved on January 26, 2026 the change in the name of the Company to “Nexentis Technologies Inc.” (the “Name Change”) and the change in the trading symbol of the Company to “NXTS” on the Nasdaq Capital Market (the “Symbol Change”). To effectuate the Name Change, the Company filed a Certificate of Amendment to the Articles of Incorporation of the Company, as amended (the “Charter Amendment”) with the Secretary of State of the State of Nevada.

 

The Name Change and the Symbol Change will take effect on the Nasdaq Capital Market on February 26, 2026.

 

Pursuant to Nevada Revised Statutes Section 78.390(8), no shareholder approval was required for the Charter Amendment because it only related to a name change. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Neither the Name Change, nor the Symbol Change, affects the rights of the Company’s stockholders, and stockholders do not need to take any action in connection with the Name Change or the Symbol Change. The CUSIP number for the Company’s common stock remains 80512Q501.

 

Item 7.01 Regulation FD Disclosure.

 

On February 25, 2026, the Company issued a press release announcing the Name Change and Symbol Change. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Articles of Incorporation
99.1   Press Release dated February 25, 2026
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: February 25, 2026 By: /s/ David Palach
  Name: David Palach
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

N2OFF Announcing Corporate Rebranding as Nexentis Technologies - Innovative AI and Data Driven Computational Biotech Company

 

New identity reflects Company’s evolution into an innovative data driven biotech company leveraging MITOLINE™ and mitochondrial carrier biology across oncology and inflammatory metabolic diseases

 

Neve Yarak, Israel, February 25, 2026 (GLOBE NEWSWIRE) – N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a drug discovery company that is also investing in solar energy assets based on the RTB (Ready to Build) business model, today announced a comprehensive corporate rebranding to Nexentis Technologies Inc. (“Nexentis”) and change in the trading symbol of the Company to “NXTS” on the Nasdaq Capital Market. The name change and the symbol change will take effect on the Nasdaq Capital Market on February 26, 2026.

 

The new name and brand are designed to reflect the Company’s transformation into an innovative AI and data-driven computational biotech platform focused on mitochondrial biology, precision oncology and inflammatory metabolic diseases.

 

At the core of this rebranding is the integration and scaling of MitoCareX Bio Ltd. (“MitoCareX”), now a wholly-owned subsidiary of the Company, which brings a proprietary discovery engine targeting the mitochondrial SLC25 carrier family using its MITOLINE™ algorithm and structure-guided virtual screening workflows. Nexentis intends to harness this platform to build a diversified pipeline of first-in-class small-molecule programs, while continuing to selectively manage its RTB solar energy investments as a non-core, value-optimizing asset base.

 

The rebranding follows a strategic process and a series of recent milestones that have repositioned the Company:

 

Closing of MitoCareX acquisition and strategic pivot to biotech: On October 20, 2025, N2OFF completed the acquisition of MitoCareX, a biotechnology company focused on drug discovery for resistant cancers and inflammatory metabolic disease indications through targeting the mitochondrial SLC25 protein family, with MitoCareX becoming a wholly-owned subsidiary. The transaction marked a deliberate expansion from cleantech into biotechnology and established the foundation for the Company’s drug discovery and development-focused strategy.
Validation of the MITOLINE™ discovery platform: MitoCareX has generated multiple rounds of in vitro data using its MITOLINE™-powered discovery engine, including earlier studies demonstrating anti-tumor activity and target engagement of mitochondrial carrier-directed small molecules in cancer-relevant models. Most recently, the Company reported preliminary in vitro findings showing that selected MITOLINE™-derived small-molecule candidates reduced key pro-inflammatory markers in human immune cells, providing MitoCareX with an initial line of evidence that mitochondrial carrier modulation can deliver anti-inflammatory benefit in human-relevant systems. Together, these results support further in vivo validation and lead optimization across multiple inflammatory metabolic disease indications in markets projected to exceed $120 billion by 2030.

 

 

 

 

Advancing a precision oncology and inflammation pipeline: Building on its core expertise in mitochondrial carriers, MitoCareX is progressing a pipeline focused on hard-to-treat resistant cancers, alongside additional programs in metabolic-inflammatory diseases. Guided by MITOLINE, the Company is working toward preclinical candidate nominations and aims to translate its in silico and in vitro discoveries into development-ready assets.

 

The Nexentis brand is intended to capture the Company’s focus on the “next” generation of mitochondrial medicines, enabled by a computational platform and rigorous disease biology. Management believes this sharpened identity has the potential to enhance strategic clarity, improve alignment with the Company’s R&D priorities, and support engagement with partners and potential collaborators across the biotech and pharmaceutical ecosystem.

 

About N2OFF Inc:

 

N2OFF owns 100% of MitoCareX Bio Ltd, a drug discovery company engaged in targeting cancer and inflammatory metabolic disease indications through the mitochondrial SLC25 protein family. Additionally, N2OFF adopted an investment strategy focused on European renewable energy assets utilizing a RTB (Ready to Build) business model. The Company is currently the lead investor in four solar projects across three European Union countries, all introduced by Solterra Renewable Energy Ltd., a wholly owned subsidiary of Solterra Energy Ltd.

 

N2OFF also controls approximately 98% of Save Foods Ltd., an Israeli company focused on post-harvest treatment technologies designed to reduce pathogen contamination in fruits and vegetables.

 

For more information, please visit www.n2off.com.

 

Forward-looking Statements:

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when it discusses how it to intends to build a diversified pipeline of first-in-class small-molecule programs, while continuing to selectively manage its RTB solar energy investments as a non-core, value-optimizing asset base, how the Company is working toward preclinical candidate nominations and aims to translate its in silico and in vitro discoveries into development-ready assets, its focus on the “next” generation of mitochondrial medicines, enabled by a computational platform and rigorous disease biology and the potential to enhance strategic clarity, improve alignment with the Company’s R&D priorities, and support engagement with partners and potential collaborators across the biotech and pharmaceutical ecosystem. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to known and unknown risks, uncertainties and other factors that may cause N2OFF’s and its subsidiaries’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from those anticipated in these forward-looking statements include, among other things, our market and other conditions, history of losses and needs for additional capital to fund our operations and our inability to obtain additional capital on acceptable terms, or at all; uncertainties of cash flows and inability to meet working capital needs; the initiation, timing, progress and results of our preclinical studies, clinical trials and other product candidate development efforts; our ability to advance our product candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; our receipt of regulatory approvals for our product candidates, and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of our product candidates; our ability to establish and maintain strategic partnerships and other corporate collaborations; the implementation of our business model and strategic plans for our business and product candidates; the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and our ability to operate our business without infringing the intellectual property rights of others; competitive companies, technologies and our industry; risks related to not satisfying the continued listing requirements of Nasdaq Capital Market; and statements as to the impact of the political and security situation in Israel on our business. More information on these risks, uncertainties and other factors is included from time to time in the “Risk Factors” section of N2OFF’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 and other public reports filed with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

 

Investor Relations Contact:

Michal Efraty

michal@efraty.com

 

 

FAQ

What corporate change did N2OFF (NITO) announce in this 8-K?

The company is rebranding from N2OFF, Inc. to Nexentis Technologies Inc. and changing its Nasdaq trading symbol from NITO to NXTS. The change reflects its strategic focus on AI- and data-driven computational biotech centered on mitochondrial biology and precision oncology.

When will N2OFF’s new Nexentis name and NXTS ticker take effect?

The name change to Nexentis Technologies Inc. and the new Nasdaq symbol NXTS will take effect on February 26, 2026. This timing applies to trading on the Nasdaq Capital Market and follows a board-approved charter amendment in Nevada.

Does the Nexentis name and symbol change affect N2OFF stockholder rights?

The company states that neither the name change nor the symbol change affects existing stockholder rights. The common stock’s CUSIP number 80512Q501 remains the same, and stockholders are not required to take any action related to this rebranding.

What is the new strategic focus of Nexentis Technologies Inc. (formerly N2OFF)?

Nexentis is positioning itself as an AI and data-driven computational biotech company. It focuses on mitochondrial biology, precision oncology and inflammatory metabolic diseases through its wholly owned subsidiary MitoCareX Bio Ltd. and its MITOLINE™ discovery platform targeting the mitochondrial SLC25 carrier family.

What assets and subsidiaries does N2OFF/Nexentis continue to hold alongside biotech?

The company continues to hold RTB solar energy investments in four European projects and controls about 98% of Save Foods Ltd., which develops post-harvest treatments for fruits and vegetables. Management describes the solar assets as a non-core, value-optimizing base alongside its biotech platform.

How has MitoCareX contributed to Nexentis’ biotech platform?

MitoCareX, acquired on October 20, 2025, brings the MITOLINE™ algorithm and virtual screening workflows. The company reports in vitro data showing anti-tumor activity and reductions in pro-inflammatory markers from mitochondrial carrier-targeted small molecules, supporting further in vivo validation and lead optimization.

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