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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