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): February 6, 2025

N2OFF, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-40403

26-4684680

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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 per share		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 8.01. Other Events

As previously reported by N2OFF, Inc. (the “Company”), on July 8, 2024, the Company received written notice (the “Notice”) from The Nasdaq Listing Qualification Department (“Nasdaq”), notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), because the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The Notice stated that the Company had 180 calendar days, or until January 6, 2025, to regain compliance with the Minimum Bid Price Requirement. On January 7, 2025, Nasdaq granted the Company an additional 180 calendar day period or until July 7, 2025, to regain compliance with the Minimum Bid Price Requirement.

On February 6, 2025, Nasdaq notified the Company of its determination that for the 10 consecutive business days, from January 23, 2025 to February 5, 2025, the closing bid price of the Company’s common stock has been at $1.00 per share or greater, and that, accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.

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: February 7, 2025	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

N2OFF Inc. filed SEC Form 8-K: Other Events