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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): August 17, 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
1.01 Entry into a Material Agreement
Fourth
Loan Agreement
On
August 17, 2025, N2OFF, Inc. (the “Company”) entered into a fourth loan agreement (the “Fourth Loan Agreement”)
with MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”) and L.I.A. Pure
Capital Ltd., an Israeli company (“Pure Capital”) pursuant to which the Company agreed to loan $372,000 (the “Principal”)
to MitoCareX with interest accruing at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax
Authority for loans in US dollars, which is currently the USD exchange rate fluctuation until the maturity date plus 3%, as may be adjusted
from time to time ( the “Loan”). The term of the Loan is six months with repayment of the Principal and accrued interest
due at maturity. In the event of a transaction whereby MitoCareX becomes a subsidiary of the Company, any amount outstanding under the
Loan will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the foregoing transaction.
Pure Capital has agreed to guarantee the repayment of the Loan.
As
previously disclosed in its Current Report on Form 8-K filed on February 26, 2025, the Company entered into a securities purchase and
exchange agreement on February 25, 2025 (the “Agreement”) with MitoCareX, SciSparc Ltd., a public company incorporated under
the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman (“Alon”), and Prof. Ciro Leonardo Pierri (“Ciro”,
together with SciSparc and Alon, the “Sellers”). Pursuant to the Agreement, the Company will acquire from each of the Sellers
their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX, thereby resulting in MitoCareX becoming a wholly-owned
subsidiary of the Company. The closing of the transactions contemplated thereunder is subject to the terms and conditions of the Agreement,
including obtaining approval from the Company’s stockholders. The purpose of the Fourth Loan Agreement is to assist MitoCareX with
financing its ongoing costs and obligations until the closing of the Agreement has occurred.
The
foregoing description of the Fourth Loan Agreement is not complete and is qualified in its entirety by reference to the full text of
the Fourth Loan Agreement, a copy of which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Loan
Agreement, dated August 17, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. |
| 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:
August 18, 2025 |
By: |
/s/
David Palach |
| |
Name: |
David
Palach |
| |
Title: |
Chief
Executive Officer |
