Welcome to our dedicated page for N2OFF SEC filings (Ticker: NITO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The N2OFF, Inc. (NASDAQ: NITO) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, offering a structured view of how this clean tech and cleantech issuer reports its activities in renewable energy, agri-tech, and biotechnology. N2OFF files as a Nevada corporation under Commission File Number 001-40403, and its Forms 8-K, proxy statements, and related exhibits provide detailed information on material agreements, corporate actions, and subsidiary operations.
Recent Form 8-K filings describe N2OFF’s acquisition of MitoCareX Bio Ltd., a biotechnology company focused on drug discovery targeting cancer therapeutics via the mitochondrial SLC25 protein family, and the subsequent filing of an amended 8-K/A with supplemental business descriptions, risk factors, and pro forma financial information. Other 8-Ks outline the one-for-thirty-five reverse stock split of N2OFF’s common stock, Nasdaq notifications regarding minimum bid price compliance, and loan and partnership agreements supporting EU-based solar and battery storage projects developed with Solterra Renewable Energy Ltd.
Another key 8-K details a Securities Exchange Agreement with Voice Assist, Inc., under which N2OFF agreed to transfer all of its approximately 98% stake in Save Foods Ltd., an Israeli post-harvest treatment company, in exchange for equity and additional consideration structured through a services agreement. Additional filings report unregistered sales of equity securities, outcomes of annual and special stockholder meetings, and amendments to share incentive plans.
On Stock Titan, investors can review these filings alongside AI-powered summaries that explain the core terms of each document, highlight significant business changes, and clarify how transactions affect N2OFF’s structure and focus areas. Users can quickly scan material event disclosures, equity issuance details, and governance matters to understand how N2OFF manages its RTB solar portfolio, MitoCareX biotech platform, and evolving relationship with Save Foods.
N2OFF, Inc. (NITO) filed its definitive proxy for the 2025 annual meeting to be held on December 16, 2025 at 4:30 p.m. Israel time (9:30 a.m. EST) at Meitar | Law Offices in Ramat Gan, Israel. Stockholders will vote on: (1) electing two Class I directors, Ronen Rosenbloom and Israel Berenstein; (2) an amendment to increase shares available under the 2022 Share Incentive Plan; (3) an advisory vote to grant an aggregate of 750,000 restricted shares to directors under the 2022 Plan, subject to approval of the plan amendment; and (4) ratifying Somekh Chaikin (KPMG International) as independent auditors for fiscal year 2025.
The board recommends voting FOR all proposals. The record date is October 24, 2025. Shares outstanding were 2,682,483 as of that date. Proposal 1 is decided by a plurality of votes cast; Proposals 2 and 4 require a majority of votes represented; Proposal 3 is advisory and contingent on Proposal 2.
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.
N2OFF, Inc. (NITO) reported an initial statement of beneficial ownership on Form 3. The filing shows the reporting person is a Director and directly holds 490,751 shares of common stock.
The event date for this ownership report is 10/20/2025. No derivative securities were listed in the submission.
N2OFF, Inc. (NITO) filed a proxy for its 2025 annual meeting to be held on December 16, 2025 at 4:30 p.m. Israel time (9:30 a.m. EST) in Ramat Gan, Israel. Stockholders will vote on: electing two Class I directors; a Second Amendment to the 2022 Share Incentive Plan to add 314,286 shares; an advisory vote to grant an aggregate 750,000 restricted shares to directors (subject to approval of the plan amendment); ratifying Somekh Chaikin (KPMG International) as auditor for 2025; and approving reincorporation of the Company in Israel.
The board recommends voting FOR all proposals. The record date is October 24, 2025. Shares outstanding were 2,682,483 as of October 24, 2025. Proposal 4 is considered routine for broker voting; Proposals 1, 2, 3 and 5 are non‑routine. The reincorporation is presented as aligning legal domicile with Israeli operations and may reduce reporting frequency and corporate costs under Israeli law.
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
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
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
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
N2OFF, Inc. ("NITO") filed an S-1/A describing its capital structure, transactions, and material agreements. The filing discloses a December 2024/June 2025 period with substantial financing activity: a private issuance raising gross proceeds of $1,500 from unit and warrant issuances, Standby Equity Purchase Agreements (SEPA I and II) and multiple note financings. The company reported net losses (e.g., $(5,809) and $(1,483) in referenced periods) and significant share issuance activity, moving from 12,058,237 to 30,096,412 shares outstanding between Dec 31, 2024 and June 30, 2025. Material investments and loans include Plantify (equity and debt conversions), Solterra loans (€375k committed), a solar JV loan (€1,560k committed), and loans to MitoCareX with related-party guarantees. The filing also details warrant and option programs, numerous share-based compensation issuances, contingent liabilities related to IIA grants ($156) and financing fees, and a Pure Capital credit facility (€6,000k capacity) with attached warrants. Several patents and patent applications are listed for the company or affiliates. Financial tables and schedules for cash flows, expenses, and fair-value measurements are included.