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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.
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) |
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 |
