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

    1/12/26 9:15:22 AM ET
    $NITO
    Agricultural Chemicals
    Industrials
    Get the next $NITO alert in real time by email
    false 0001789192 0001789192 2026-01-12 2026-01-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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 12, 2026

     

    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 January 8, 2026, N2OFF, Inc. (the “Company”) issued 35,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided to the Company.

     

    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.

     

     

     

     

    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 12, 2026 By: /s/ David Palach
      Name: David Palach
      Title: Chief Executive Officer

     

     

     

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