UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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1.01 Entry into a Material Agreement.
On July 25, 2025 N2OFF, Inc., a Nevada corporation (the “Company”), entered into an amendment (the “Amendment”) to the Purchase Agreement, dated May 12, 2025 (the “Purchase Agreement”) with YA II PN, Ltd. (the “Investor”) pursuant to which the Investor committed to advance the Company the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date a new registration statement has been filed with the Securities and Exchange Commission (the “SEC”) registering the resale of shares issuable pursuant to a Standby Equity Purchase Agreement, dated as of December 22, 2023 (the “SEPA”) between the Company and the Investor, and (ii) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date that said registration statement is declared effective, with each advance to be evidence by a promissory note issued to the Investor.
The Amendment provides for the issuance by the Company of an additional 574,325 shares of its common stock (or pre-funded warrants for the same number of shares) (the “Additional Commitment Shares”) to the Investor within three business days from the execution of the Amendment. In connection with the Amendment, the Company and the Investor also agreed to revise the promissory notes (the “Revised Notes”) to be issued pursuant to the Purchase Agreement. The Revised Notes reflect extended payment terms and certain other modifications as agreed upon by the parties.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, including a form of the Revised Note and a pre-funded warrant, a copy of which is filed hereto as Exhibit 10.1, and which is incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 is incorporated herein by reference into this Item 3.02. The Additional Commitment Shares when issued pursuant to the terms of the Amendment will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. | ||
| 10.1 | Amendment to the Purchase Agreement, dated as of July 25, 2025, between N2Off, Inc. and YA II PN, Ltd | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| N2OFF, Inc. | ||
| Date: July 28, 2025 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |