N2OFF (NASDAQ: NITO) trades Save Foods stake for Voice Assist equity

Rhea-AI Filing Summary

N2OFF, Inc. has agreed to transfer all of its ordinary shares of its majority-owned subsidiary Save Foods Ltd., representing approximately 98% of Save Foods’ issued and outstanding share capital, to Voice Assist, Inc. under a Securities Exchange Agreement. In return, N2OFF will receive Voice Assist common stock equal to 19.99% of Voice Assist on a fully diluted basis, calculated immediately after closing. The closing is expected within 90 calendar days of the agreement, subject to customary conditions.

Separately, N2OFF entered a Services Agreement to provide non-exclusive advisory and support services to Voice Assist. As consideration, N2OFF is entitled to deferred cash of up to $1,000,000 funded from future Voice Assist financings over five years, royalties on gross profit from defined “New Future Projects” (75% for the first three years, 15% for years four through ten, and 5% thereafter), and 75% of any “Ecolab Gross Proceeds” tied to an “Ecolab Claim.” The equity issued in these transactions will rely on the Regulation S registration exemption.

Insights

Equity & M&A Analyst

N2OFF is swapping control of Save Foods for an equity stake and contingent cash and royalty streams.

N2OFF, Inc. is divesting approximately 98% of its ownership in Save Foods Ltd. to Voice Assist, Inc. in exchange for Voice Assist shares representing 19.99% of Voice Assist on a fully diluted basis immediately after closing. This converts direct control of Save Foods into a sizable minority stake in another public company, with the transaction subject to customary closing conditions and an expected closing window of 90 calendar days from the agreement date.

Alongside the share swap, N2OFF signed a Services Agreement to provide advisory and collaboration services to Voice Assist. Compensation includes deferred cash of up to $1,000,000 funded from future Voice Assist financings over a five-year period, plus multi-period royalty rates tied to gross profit from defined “New Future Projects” and a 75% share of any “Ecolab Gross Proceeds” from the “Ecolab Claim.” The actual economic impact will depend on Voice Assist’s ability to raise capital and generate gross profit under these defined projects and claims.

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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): January 13, 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. ☐

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Item 1.01 Entry into a Material Agreement

On January 13, 2026, N2OFF, Inc., a Nevada corporation (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”), and, for certain limited purposes set forth therein, Save Foods Ltd., a private company incorporated under the laws of the State of Israel and a majority-owned subsidiary of the Company (“Save Foods”, and together with the Company and Voice Assist, the “Parties”). Pursuant to the Agreement, on the closing date of the transactions contemplated therein (the “Closing”, and the date on which the Closing occurs, the “Closing Date”), the Company will transfer to Voice Assist all of the ordinary shares of Save Foods owned by the Company, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods (the “Shares”), free and clear of any encumbrances. The Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type.

The Closing is expected to occur within 90 calendar days of the date of the Agreement, customary closing conditions.

On the terms and subject to the conditions set forth in the Agreement, the consideration to be delivered by Voice Assist to the Company for the Shares will consist of the issuance at Closing to the Company of that number of shares of common stock of Voice Assist, par value $0.001 per share, that represents 19.99% of Voice Assist on a fully-diluted basis, calculated as of immediately following the Closing (the “Consideration”).

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

The Company also entered into a Services Agreement with Voice Assist (the “Services Agreement”), pursuant to which the Company will provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time.

On the terms and subject to the conditions set forth in the Services Agreement, the consideration to be delivered by Voice Assist to the Company will consist of (i) deferred cash consideration in an aggregate amount of $1,000,000, payable solely from future Voice Assist equity and/or debt financing transactions completed during the five-year period beginning on the execution date of the Services Agreement, in installments equal to no less than 5% and no more than 15% of the gross proceeds actually received by Voice Assist in each such financing, with each installment payable within 20 days after Voice Assist’s receipt of such proceeds, subject to an aggregate cap of $1,000,000; (ii) ongoing royalty consideration equal to 75% of the gross profit generated from “New Future Projects” during the first three years following such execution date, 15% of such gross profit generated during years four through ten following such date, and 5% thereafter, in each case calculated as set forth in the Services Agreement; and (iii) an amount equal to 75% of any “Ecolab Gross Proceeds” actually received by Voice Assist, Save Foods or their respective affiliates in respect of the “Ecolab Claim,” in each case as defined and on the terms set forth in the Services Agreement.

The Services Agreement will remain in effect through calendar year 2026, and the Company may, in its sole discretion, extend the Services Agreement from time to time until the Company has received the full amount of the consideration payable to it under the Services Agreement.

The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement. A copy of the Services Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Warning Concerning Forward Looking Statements

This Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, this Current Report states that the Closing is subject to various conditions and contingencies as are customary in transactions of such nature. The Company is using forward-looking statements when it discusses the satisfaction of customary closing conditions. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

Item 3.02 Unregistered Sales of Securities Convertible or Exercisable into Equity Securities.

The information regarding the issuance of securities set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The shares of common stock described in this Item 3.02 of this Current Report on Form 8-K have been or will be issued in reliance upon the exemption from the registration requirements in Regulation S under the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Securities Exchange Agreement, dated January 13, 2026, among the Company, Save Foods and Voice Assist
10.2		Services Agreement, dated January 13, 2026, between the Company and Voice Assist
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 13, 2026	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

FAQ

What transaction did N2OFF (NITO) announce involving Save Foods Ltd.?

N2OFF entered into a Securities Exchange Agreement under which it will transfer all of its ordinary shares in Save Foods Ltd., representing approximately 98% of Save Foods’ issued and outstanding share capital, to Voice Assist, Inc.

What will N2OFF receive from Voice Assist in exchange for the Save Foods shares?

N2OFF will receive Voice Assist common stock equal to 19.99% of Voice Assist on a fully diluted basis, calculated as of immediately following the closing of the transaction.

When is the closing of the N2OFF and Voice Assist share exchange expected to occur?

The closing is expected to occur within 90 calendar days of the date of the Securities Exchange Agreement, subject to customary closing conditions.

What are the key financial terms of the Services Agreement between N2OFF and Voice Assist?

Under the Services Agreement, N2OFF will receive (i) up to $1,000,000 in deferred cash funded from future Voice Assist equity and/or debt financings over five years, (ii) royalties on gross profit from defined “New Future Projects” at 75% for the first three years, 15% for years four through ten, and 5% thereafter, and (iii) 75% of any “Ecolab Gross Proceeds” related to the “Ecolab Claim,” all as defined in the agreement.

How long does the Services Agreement between N2OFF and Voice Assist remain in effect?

The Services Agreement will remain in effect through calendar year 2026, and N2OFF may, in its sole discretion, extend it from time to time until it has received the full amount of the consideration payable under the agreement.

Under what exemption will the Voice Assist shares issued to N2OFF be offered?

The shares of common stock described in the filing have been or will be issued in reliance upon the Regulation S exemption from the registration requirements under the Securities Act.