Every 8-K that N2OFF, Inc. (NITO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NITO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NITO filings page.
Nexentis Technologies Inc. entered into an amended and restated facility agreement with L.I.A. Pure Capital Ltd., increasing its credit facility from EUR 6,000,000 to EUR 10,000,000. The facility continues to finance projects, including EUR 2,000,000 earmarked for one project in Germany and the remainder for other projects subject to lender pre-approval.
The amendment also updates warrant terms. The lender’s existing five-year warrant to purchase 1,850,000 shares of common stock at an exercise price of $1.00 per share now includes an enhanced anti-dilution adjustment, adding a “price maintenance” provision that can reduce the exercise price and/or increase warrant shares if future securities are issued below the then-current exercise price.
Nexentis Technologies Inc. held a special shareholder meeting where investors approved several key proposals affecting its capital structure. As of the record date March 10, 2026, there were 5,111,362 common shares outstanding, each entitled to one vote, and 3,129,968 shares were represented, equal to about 61.23% of voting power.
Shareholders approved a reverse stock split amendment allowing the board to choose a ratio between 1-for-2 and 1-for-500, with 2,855,535 votes for and 272,430 against. They also approved issuing securities in one or more non-public offerings with up to a 20% discount to the market price under Nasdaq Rule 5635(d), by a vote of 2,230,497 for and 112,345 against.
In addition, shareholders approved potential issuance of common shares upon exercise of warrants that may be issued under an amendment to the company’s facility agreement with L.I.A. Pure Capital Ltd., with 1,789,433 votes for and 98,561 against. A proposal to permit adjournment of the meeting if more time were needed for votes also passed, supported by 2,949,940 votes.
Nexentis Technologies Inc. is implementing a reverse stock split of its common stock at a one-for-seven ratio. On April 3, 2026, the company filed a Certificate of Amendment in Nevada to effect this change, which becomes effective on April 7 at 4:15 p.m. Eastern Daylight Time.
At the market open on April 8, 2026, the common stock will begin trading on the Nasdaq Capital Market on a post-split basis under the symbol “NXTS” with a new CUSIP. Every seven issued and outstanding shares of common stock will automatically combine into one share, with no change to the $0.0001 par value and fractional shares rounded up to the next whole share.
The reverse split will reduce the number of shares outstanding from 5,111,362 to approximately 730,309, with proportional adjustments to equity awards, convertible notes, and warrants. Authorized capital will remain at 495,000,000 common shares and 5,000,000 preferred shares, and each stockholder’s ownership percentage will stay essentially the same aside from de minimis rounding effects.
Nexentis Technologies Inc. has completed a strategic share exchange involving its majority-owned subsidiary Save Foods Ltd. and Voice Assist, Inc. On March 15, 2026, Nexentis transferred all of its Save Foods ordinary shares, representing approximately 98% of Save Foods’ issued and outstanding share capital, to Voice Assist.
In return, Nexentis received shares of Voice Assist common stock representing 19.99% of Voice Assist on a fully diluted basis, calculated immediately after closing. Nexentis also maintains a previously signed Services Agreement under which it provides advisory and related services to Voice Assist in exchange for deferred cash from future financings capped at $1,000,000, royalty consideration on defined “New Future Projects,” and a share of any “Ecolab Gross Proceeds.” The Services Agreement runs through calendar year 2026 with extension rights until all consideration is fully received.
Nexentis Technologies Inc. reported that on February 20, 2026, it issued 600,000 shares of common stock to consultants as payment for investor relations and business development services. The company treated this as a private, unregistered equity issuance relying on the Section 4(a)(2) exemption from the Securities Act.
N2OFF, Inc. is changing its corporate name to Nexentis Technologies Inc. and its Nasdaq trading symbol from NITO to NXTS, effective on the Nasdaq Capital Market on February 26, 2026. The change was approved by the board and implemented through a Nevada charter amendment that did not require shareholder approval.
The company states that the name and brand now reflect its evolution into an AI and data-driven computational biotech platform centered on mitochondrial biology, precision oncology and inflammatory metabolic diseases, built around its wholly owned subsidiary MitoCareX Bio Ltd. It will continue to manage its European RTB solar projects and majority stake in Save Foods Ltd. as part of a broader portfolio. The filing notes that existing stockholder rights and the common stock CUSIP number remain unchanged and that no stockholder action is required.
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.
N2OFF, Inc. reported that on January 8, 2026 it issued 35,000 shares of its common stock to a consultant under a new consulting agreement. The shares were provided as consideration for investor relations services, meaning the consultant was paid in stock rather than cash for this work.
The company states that this issuance was an unregistered sale of equity securities and was made in reliance on Section 4(a)(2) of the Securities Act of 1933, which allows transactions by an issuer that do not involve a public offering.
N2OFF, Inc. reported an unregistered stock issuance and the results of its latest shareholder meeting. On December 15, 2025, the company issued 60,000 shares of common stock to consultants as compensation for various investor relations services under new consulting agreements, relying on the Section 4(a)(2) exemption for transactions not involving a public offering.
On December 16, 2025, N2OFF held its annual general meeting of stockholders. As of the October 24, 2025 record date, 2,682,483 common shares were outstanding, and 1,722,577 shares, or about 64.21% of those entitled to vote, were represented, constituting a quorum. Shareholders reelected Ronen Rosenbloom and Israel Berenstein as Class I directors, approved an increase in shares available under the 2022 Share Incentive Plan, supported on an advisory basis grants of shares to board members under that plan, and ratified Somekh Chaikin, a member of KPMG International, as independent auditors for the fiscal year ended December 31, 2025.
N2OFF, Inc. (NITO) filed an Amendment No. 1 to its Form 8-K to complete disclosures for its previously reported acquisition of MitoCareX Bio Ltd. The amendment adds the financial statements required by Item 9.01 and updates certain business description and risk factor disclosures.
The filing includes audited financial statements of MitoCareX for the years ended December 31, 2024 and 2023 (Exhibit 99.1), unaudited financial statements for the six months ended June 30, 2025 (Exhibit 99.2), and unaudited pro forma condensed combined financial information reflecting the acquisition as if it occurred on December 31, 2024 and June 30, 2025 (Exhibit 99.3). It also provides a supplemental business description (Exhibit 99.4) and supplemental risk factors (Exhibit 99.5).
The company notes the pro forma information does not necessarily represent what actual future results will be. All other disclosures in the original report remain unchanged.
N2OFF, Inc. (NITO) completed its acquisition of MitoCareX Bio Ltd. The deal closed on October 20, 2025 after shareholders approved the transaction and related stock issuances on September 25, 2025. At closing, MitoCareX became a wholly owned subsidiary. As consideration, N2OFF paid $700,000 in cash to SciSparc Ltd. and issued common stock to the sellers.
N2OFF issued 490,751 shares to SciSparc (representing 16.75% on a fully diluted basis), 454,127 shares to Dr. Alon Silberman (representing 15.50% on a fully diluted basis), and 227,064 shares to Prof. Ciro Leonardo Pierri (representing 7.75% on a fully diluted basis). The company noted it will file audited MitoCareX financials and unaudited pro forma combined financial information within 71 days. N2OFF also issued a press release titled “N2OFF Announces Closing of Merger with Drug Discovery Company Targeting Resistant Cancers Including Pancreatic and Non-Small Cell Lung Cancer.”
N2OFF, Inc. reported that it has regained compliance with Nasdaq’s minimum bid price requirement for continued listing. Nasdaq notified the company on October 6, 2025 that it is once again in compliance with Listing Rule 5550(a)(2), which requires the company’s common stock to maintain a closing bid price of at least $1.00 per share.
Nasdaq confirmed that from September 22, 2025 through October 3, 2025, the closing bid price of N2OFF’s common stock was at or above $1.00 for 10 consecutive business days, satisfying the rule. This closes the earlier deficiency matter that had been opened when N2OFF received a non-compliance notice on March 28, 2025. On October 8, 2025, the company issued a press release to announce the restored compliance.
N2OFF, Inc. held a special stockholder meeting where stockholders approved several key proposals, including an acquisition and capital structure changes. As of the August 1, 2025 record date, there were 33,356,412 common shares outstanding, and holders of 18,575,909 shares, or approximately 55.68%, were represented, providing a quorum.
Stockholders approved the acquisition of all share capital of MitoCareX Bio Ltd. under a Securities Purchase and Exchange Agreement, which includes issuing common shares equal to or exceeding 20% of the pre-issuance outstanding shares, in line with Nasdaq rules. They also approved a reverse stock split authorization allowing the board, within one year, to set a ratio between 1-for-2 and 1-for-150; a 1-for-35 reverse split had already been effected on September 22, 2025. In addition, stockholders approved issuing 1,850,000 common shares as warrant shares to L.I.A. Pure Capital Ltd. and authorized possible adjournment of the meeting if needed.
N2OFF, Inc. reported that it has approved a one-for-thirty-five (1-for-35) reverse stock split of its common stock. The company stated that the reverse split will become effective for Nasdaq purposes on September 22, 2025, meaning every 35 existing shares will be combined into 1 share at that time for trading on The Nasdaq Capital Market.
The company disclosed this action in connection with a press release dated September 18, 2025, which is included as Exhibit 99.1 to the report.
N2OFF, Inc. filed a current report describing both new financing activity and a major share structure change. Through its Loan and Partnership Agreement with Horizons RES PE1 UG & Co. KG and other lenders, the group agreed on September 8, 2025 to provide an additional €600,000 at 7% annual interest, maturing on the same terms as the existing partnership loan. The funds are intended to support a study to optimize a battery storage facility near the Melz PV Project.
The company also confirmed a previously approved 1-for-35 reverse stock split of its common stock. A Certificate of Amendment to the Articles of Incorporation was filed in Nevada and became effective on September 3, 2025, formally implementing the reverse split. N2OFF plans to coordinate with Nasdaq so its shares begin trading on a split-adjusted basis under the existing symbol NITO with a new CUSIP number.
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.