[Form 3] N2OFF, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

N2OFF, Inc. (NITO) reported an initial statement of beneficial ownership. The reporting person disclosed 454,127 shares of common stock, held indirectly through Altshare Trusts Ltd.

They also reported 146,493 Restricted Stock Units that are scheduled to vest at 8.33% each three-month period over three years, beginning after the vesting commencement, with dates listed as exercisable 10/20/2025 and expiring 10/20/2035. The event date is 10/20/2025.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Silberman Alon

(Last) (First) (Middle)

40 GORDON STREET.

(Street)

GIVATAYIM L3 5322709

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2025

3. Issuer Name and Ticker or Trading Symbol
N2OFF, Inc. [ NITO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	454,127	I	-Held by Altshare Trusts Ltd., of which the reporting person is the beneficiary.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	10/20/2025(1)	10/20/2035	Restricted Stock Units	146,493	$0.0	D

Explanation of Responses:

1. The RSUs shall vest and convert into Shares under the following schedule: 8.33% of the Shares underlying the RSUs at the end of each three-month period following the Vesting Commencement Date, over the course of 3 years; provided, in each case, that the Grantee remains continuously as a Service Provider of the Company or its Affiliates throughout each such vesting date.

	/s/ Dr. Alon Silberman	10/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did N2OFF (NITO) report on this Form 3?

An initial statement of beneficial ownership, including 454,127 common shares and 146,493 RSUs.

How are the reported NITO shares held?

The 454,127 shares are held indirectly by Altshare Trusts Ltd. for the benefit of the reporting person.

What is the vesting schedule for the 146,493 RSUs at N2OFF?

RSUs vest at 8.33% at the end of each three-month period over 3 years, subject to continuous service.

What are the key dates for the RSUs reported by N2OFF (NITO)?

The RSUs are listed as exercisable 10/20/2025 and expire 10/20/2035.

What is the event date on the N2OFF (NITO) Form 3?

The event date is 10/20/2025.

Who signed the Form 3 for N2OFF (NITO)?

The form was signed by Dr. Alon Silberman on 10/28/2025.