N2OFF (NASDAQ: NITO) extends $372,000 bridge loan to MitoCareX

Rhea-AI Filing Summary

N2OFF, Inc. entered a fourth loan agreement to provide a $372,000 loan to MitoCareX Bio Ltd. The loan carries interest based on the Israel Tax Authority rate for U.S. dollar loans plus 3% and has a six‑month term, with principal and interest due at maturity.

L.I.A. Pure Capital Ltd. has guaranteed repayment of the loan. Any amount outstanding will be deducted from future amounts N2OFF allocates to MitoCareX if MitoCareX becomes a subsidiary within the first year after that transaction. The stated purpose is to help MitoCareX finance ongoing costs and obligations until the planned acquisition closes, subject to stockholder approval and other conditions.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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): 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

FAQ

What loan did N2OFF (NITO) provide to MitoCareX Bio Ltd.?

N2OFF agreed to loan MitoCareX $372,000 under a fourth loan agreement. The loan bears interest at the Israel Tax Authority’s U.S. dollar loan rate plus 3% and is intended to support MitoCareX’s ongoing costs before a planned acquisition closes.

What are the terms and interest rate of N2OFF’s new loan?

The loan from N2OFF to MitoCareX has a six‑month term, with principal and accrued interest due at maturity. Interest accrues at a rate tied to the Israel Tax Authority’s U.S. dollar loan rate, currently reflecting USD exchange rate fluctuation, plus 3%, adjustable over time.

Who guarantees repayment of N2OFF (NITO)’s $372,000 loan?

Repayment of the $372,000 loan is guaranteed by L.I.A. Pure Capital Ltd.. This guarantee means Pure Capital has agreed to back MitoCareX’s repayment obligations to N2OFF, adding an additional layer of protection for the lender if MitoCareX cannot repay.

How is the MitoCareX loan linked to N2OFF’s planned acquisition?

N2OFF has an agreement to acquire all MitoCareX shares from existing sellers, making MitoCareX a wholly owned subsidiary. Any loan amount outstanding when MitoCareX becomes a subsidiary will be deducted from amounts N2OFF allocates to MitoCareX during the first year after that transaction.

What is the purpose of N2OFF (NITO)’s fourth loan agreement?

The stated purpose of the fourth loan agreement is to help MitoCareX finance its ongoing costs and obligations. This financing is intended to bridge MitoCareX until the closing of the securities purchase and exchange agreement under which N2OFF plans to acquire the company.

What conditions affect N2OFF’s planned acquisition of MitoCareX?

The acquisition of MitoCareX by N2OFF is subject to the terms and conditions of a securities purchase and exchange agreement. These include obtaining approval from N2OFF’s stockholders and satisfying other contractual closing conditions before MitoCareX becomes a wholly owned subsidiary.