N2OFF Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Agreement
As previously disclosed in the Current Report on Form 8-K filed by N2OFF, Inc. (the “Company”) with the Securities and Exchange Commission on December 10, 2024, the Company entered into the Securities Purchase Agreement (the “Agreement”) on December 10, 2024 with certain investors for aggregate gross proceeds of approximately $1,500,000 (the “Private Placement”). As part of the Private Placement, the Company issued an aggregate amount of 6,250,000 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.24 per unit (less $0.00001 per pre-funded unit). Each Unit consisted of (i) one share of common stock, par value $0.0001 per share (the “Common Stock”) and/or one and a half pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”), and (ii) a one and a half warrant to purchase one share of Common Stock (the “Common Warrant” and together with the Pre-Funded Warrants, the “Warrants”).
The Agreement and Warrants provided for a beneficial ownership limitation of 4.99% of the Company’s outstanding capital stock (the “Beneficial Ownership Limitation”). On March 19, 2025, the Agreement was amended to change the Beneficial Ownership Limitation applicable to the Agreement and Warrants from 4.99% to 9.99% of the Company’s outstanding capital stock (the “Amendment”). All of the other terms and conditions of the Agreement remain in full force and effect.
The description of the Amendment set forth above is qualified in its entirety by reference to the full text of the Amendment, which is filed hereto as Exhibits 10.1, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to the Securities Purchase Agreement, dated March 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 20, 2025 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |