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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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N2OFF, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
80512Q302 (CUSIP Number) |
02/20/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 80512Q302 |
| 1 | Names of Reporting Persons
L.I.A Pure Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,505,942.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.81 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Kfir Silberman is the officer, sole director, chairman of the board of directors and control shareholder of L.I.A Pure Capital Ltd. ("Pure Capital").
(2) Pure Capital is the beneficial owner of (a) 1,485,714 shares of N2OFF, Inc.'s (the "Issuer") common stock, par value $0.0001 per share (the "Common Stock"), and (b) 20,256 shares of Common Stock issuable upon exercise of warrants purchased by Pure Capital on December 24, 2024 (the "Warrants"), which are exercisable within 60 days of the date hereof. Pure Capital is prohibited from exercising the Warrants into Common Stock if, as a result of such exercise, the holder, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total number of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "9.99% Blocker").
(3) Based on 15,335,618 shares of Common Stock issued and outstanding, according to information provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 80512Q302 |
| 1 | Names of Reporting Persons
Kfir Silberman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,520,228.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Kfir Silberman is the officer, sole director, chairman of the board of directors and control shareholder of Pure Capital.
(2) Mr. Silberman is the beneficial owner of 1,520,228 shares of Common Stock consisting of (a) 14,286 shares of Common Stock are held directly by Mr. Silberman, (b) 1,485,714 shares of Common Stock held by Pure Capital, and (c) 20,228 shares of Common Stock issuable upon exercise of the Warrants held by Pure Capital, which are exercisable within 60 days of the date hereof, which exercise is subject to the 9.99% Blocker.
(3) Based on 15,335,618 shares of Common Stock issued and outstanding, according to information provided by the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
N2OFF, Inc. | |
| (b) | Address of issuer's principal executive offices:
HaPardes 134 (Meshek Sander) Neve Yarak, Israel, 4994500 | |
| Item 2. | ||
| (a) | Name of person filing:
L.I.A Pure Capital Ltd. | |
| (b) | Address or principal business office or, if none, residence:
20 Raoul Wallenberg Suite 1001 Tel Aviv Israel, 6971916 | |
| (c) | Citizenship:
Israel | |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
80512Q302 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein | |
| (b) | Percent of class:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein | ||
| (ii) Shared power to vote or to direct the vote:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein | ||
| (iii) Sole power to dispose or to direct the disposition of:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein | ||
| (iv) Shared power to dispose or to direct the disposition of:
See items 5-11 of the cover pages hereto for beneficial ownership, percentage of class and dispositive power of the Reporting Person, which is incorporated herein | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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