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. 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.
N2OFF, Inc. reported consolidated activity for the period ended June 30, 2025 showing sizable operating losses, continuing investments and multiple financing arrangements. The filing discloses a net loss from continuing operations of (5,809) and related consolidated net losses of similar magnitude, with loss per share from continuing operations of (0.28) basic and diluted amounts presented. The company completed equity issuances and warrant exercises that generated $1,500 of gross proceeds and recorded significant non-cash changes in fair value of warrant liabilities and investments (including a $7,000 change in warrant fair value). Material transactions include the acquisition/roll-up of MitoCareX (resulting in MitoCareX becoming a wholly-owned subsidiary upon issuance/transfer of ordinary shares) and loans or investments in Solar/SE/Solterra/Plantify and related credit facilities. The company disposed of NTWO OFF as a discontinued operation and recognized related cash and non-cash effects. The filing discloses multiple loans bearing 7%-8% and associated fair value adjustments, substantial share-based compensation, and warrants issued to lenders and service providers.
N2OFF, Inc. (Nasdaq: NITO) has filed a Form S-1 to register 70,369,898 shares for resale by YA II PN, Ltd. The block equals more than twice the current 33.4 M shares outstanding and consists of 69.12 M shares that may be issued under the $20 M Standby Equity Purchase Agreement (SEPA) signed 22-Dec-23 plus 1.25 M commitment-related shares (675,675 already issued and 574,325 tied to a prefunded warrant).
The SEPA allows the company to draw capital for 36 months at 94 % of the lowest three-day VWAP. To date N2OFF has raised $3.13 M, leaving $16.87 M available. Proceeds from future draws will fund working capital and service two tranches of 8 % promissory notes (aggregate $3 M) issued in May 2025; amortisation starts 60 days after issuance and runs for ten equal monthly payments.
Key recent events: (i) three bridge loans totaling $0.75 M to facilitate the prospective acquisition of Israeli biotech MitoCareX; (ii) divestiture of the loss-making NTWO OFF subsidiary for ~US$4 k; (iii) formation of 70 %-owned NITO Renewable to participate in European solar projects via partner Solterra. The company remains an emerging-growth, smaller-reporting entity with a history of losses and warns of significant dilution, resale overhang and Nasdaq listing risk.