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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) September 12, 2024

 

N2OFF, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40403   26-4684680
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   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   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 3.02. Unregistered Sales of Equity Securities.

 

On September 12, 2024, N2OFF, Inc. (the “Company”) issued an aggregate of 640,000 shares of common stock under its 2022 Share Incentive Plan (the “Plan”) and an aggregate of 1,050,000 shares of common stock outside of the Plan in consideration of services provided to the Company by certain consultants and officers, including 320,000 shares issued to David Palach, the Company’s Chief Executive Officer, and 160,000 shares issued to Lital Barda, the Company’s Chief Financial Officer.

 

On September 23, 2024, the Company issued 50,000 shares of common stock to an investor pursuant to the terms of a standby equity purchase agreement with such investor entered into on December 23, 2023.

 

The issuance of such shares were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Reference is made to the disclosure set forth under Item 3.02 above, which disclosure is incorporated herein by reference.

 

 
 

 

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: September 25, 2024 By: /s/ David Palach
  Name: David Palach
  Title: Chief Executive Officer

 

 

 

 

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Sep. 12, 2024
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Entity File Number 001-40403
Entity Registrant Name N2OFF, Inc.
Entity Central Index Key 0001789192
Entity Tax Identification Number 26-4684680
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One HaPardes 134 (Meshek Sander)
Entity Address, City or Town Neve Yarak
Entity Address, Country IL
Entity Address, Postal Zip Code 4994500
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Title of 12(b) Security Common Stock, par value $0.0001
Trading Symbol NITO
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Elected Not To Use the Extended Transition Period false
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