UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Agreement
Second Amendment to Securities Purchase and Exchange Agreement
As previously disclosed in its Current Report on Form 8-K filed on February 26, 2025, N2OFF, Inc. (the “Company”) entered into a Securities Purchase and Exchange Agreement (the “Agreement”) with MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”, together with SciSparc and Alon, the “Sellers”, and together with the Company, the “Parties”) pursuant to which the Company will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX, thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.
Also as previously disclosed in its Current Report on Form 8-K filed on May 22, 2025, on May 18, 2025, the Parties amended the Agreement (the “First Amendment”) by extending the exclusivity period set forth in Section 1.08 of the Agreement by an additional ninety (90) days, such that either Party may terminate the Agreement in the event that the Closing Date (as defined therein) shall not have occurred within one hundred and eighty (180) days of the date of the Agreement (the “Outside Date”). All other terms of the Agreement remain in full force and effect.
On July 23, 2025, the Parties amended the Agreement (the “Second Amendment”), which Second Amendment provides the following changes to the Agreement:
| 1. | Allocations Among Sellers: The allocation of additional consideration among the Sellers that the Sellers may receive pursuant to Section 1.02(c) of the Agreement has been updated, and likewise the allocation of Additional Purchaser Stock (as defined in the Agreement) among the Sellers pursuant to Section 1.03 of the Agreement has been updated. | |
| 2. | Definition of Fully-Diluted Basis: The definition of “Fully-Diluted Basis” has been updated to specify that 32,808,629 shares of common stock, as detailed in the amended Schedule 1.11(c), shall replace the amount of 27,734,248 shares of common stock included in the Agreement, which increase relates to certain issuances of common stock that occurred following the execution of the Agreement. | |
| 3. | N2OFF Capital Structure: Section 2.03 of the Agreement has been replaced to update the issued and outstanding share amounts as of immediately following the Closing, which changes relate to certain issuances of common stock that occurred following the execution of the Agreement. | |
| 4. | Extension of Outside Date: The Second Amendment extends the Outside Date by an additional ninety (90) days, such that either Party may terminate the Agreement in the event that the Closing Date shall not have occurred within two hundred and seventy (270) days of the date of the Agreement. |
The description of the Second Amendment set forth above is qualified in its entirety by reference to the full text of the Amendment, which is filed hereto as Exhibit 10.1, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: July 24, 2025 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |