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): January 2, 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. ☐

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Item 3.02 Unregistered Sales of Equity Securities

On January 2, 2025, N2OFF, Inc. (the “Company”) consummated the private placement transactions contemplated by the securities purchase agreement, dated December 10, 2024 (the terms of which were previously described in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 10, 2024 and December 12, 2024), and issued 1,704,116 shares; pre-funded warrants to purchase 4,545,884 shares; and warrants to purchase 9,375,000 shares of the Company’s common stock. The Company received gross proceeds of $1,500,000 as a result of such issuances.

The Company believes such issuances are exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

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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: January 6, 2025	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

N2OFF Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities