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): ~~September~~October 256, 2025

N2OFF, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40403	26-4684680
Nevada	001-40403	26-4684680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 per share		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 5 3.0701. ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule; ~~Holders~~Transfer of Listing.

On ~~September~~October 256, 2025, N2OFF, Inc. (the “Company”) ~~held~~received a ~~special~~written ~~general~~notification ~~meeting of stockholders~~ (the “~~Special Meeting~~Notification”)~~. As~~ offrom the ~~close~~Nasdaq Stock ofMarket ~~business~~LLC on(“Nasdaq”) ~~August~~indicating 1,that ~~2025,~~ the ~~record~~Company ~~date~~has ~~for~~regained compliance with the ~~Special~~Nasdaq ~~Meeting~~Listing Rule 5550(a)(2), which ~~there~~requires ~~were~~a ~~33,356,412~~minimum ~~shares~~bid price of $1.00 per share for the Company’s common stock,. ~~par~~As ~~value~~previously ~~$0.0001~~reported, ~~per~~on ~~share~~March (28, 2025, the ~~“Common~~Company ~~Stock”)~~received ~~issued~~notice ~~and~~from ~~outstanding,~~Nasdaq ~~each~~that ofit ~~which~~ was ~~entitled~~not toin ~~one vote~~compliance ~~per~~with ~~share~~the minimum bid price requirement.

AtThe ~~the~~Notification ~~Special~~states ~~Meeting,~~that ~~the~~for ~~holders~~10 ofconsecutive ~~18,575,909~~business ~~shares~~days offrom ~~the~~September ~~Common Stock~~22, ~~equivalent~~2025 tothrough ~~approximately~~October ~~55.68%~~3, of2025, the ~~outstanding~~closing ~~shares entitled~~bid toprice ~~vote~~of at the Company’s ~~Special~~common ~~Meeting,~~stock ~~were~~was ~~represented in person or by proxy~~ at ~~the~~least ~~Special~~$1.00 ~~Meeting,~~per ~~constituting a quorum~~share. ~~The matters that were voted upon at the Special Meeting~~Accordingly, ~~and~~ the ~~number~~Company ofhas ~~votes~~regained ~~cast~~compliance ~~for~~with orNasdaq ~~against,~~Listing ~~as well as the number of abstentions~~Rule ~~and broker non-votes~~5550(a)(2), asand tothis ~~such~~matter ~~matters,~~is ~~where~~now ~~applicable, are set forth below~~closed.

~~On September 22, the~~Item ~~Company effected a one-for-thirty-five (1-for-35) reverse stock split of its common stock~~8.01 ~~All~~Other ~~share amounts set forth below are presented on a pre-split basis~~Events.

~~Proposal~~On ~~#1.~~October ~~The~~8, ~~Acquisition~~2025, ~~Proposal. Proposal No. 1 was to approve a proposed acquisition by~~ the Company ofissued ~~all of the share capital of MitoCareX Bio Ltd. ,~~ a ~~private~~press ~~company~~release ~~incorporated~~announcing ~~under~~that ~~the~~it ~~laws~~regained ofcompliance ~~the~~with ~~State~~Nasdaq ofListing ~~Israel~~Rule 5550(~~“MitoCareX”~~a)~~, pursuant to the terms and conditions of the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025~~ (~~the “Purchase Agreement”~~2),. ~~which~~A ~~includes the issuance~~ copy of ~~shares of~~ the Company’s ~~Common~~press ~~Stock~~release ~~that~~ is ~~equal to~~attached orhereto inas ~~excess~~Exhibit of 20% of the Company’s outstanding Common Stock before the issuance, in accordance with applicable Nasdaq Listing Rules, and the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby99. ~~The proposal was approved as follows:~~1

For		Against		Abstain		Broker Non-Votes
11,687,364		197,347		18,579		6,672,619

Item 9.01 Financial Statements and Exhibits

Proposal #2. The Reverse Stock Split Proposal. Proposal No. 2 was to approve a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend the Company’s Articles of Incorporation, as amended (the “Amendment”) at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the Company’s Common Stock, at a ratio of not less than 1-for-2 and not more than 1-for-150 (the “Split Range”), with the exact ratio of the reverse stock split to be determined by the Board in its sole discretion without further approval or authorization of our stockholders. The proposal was approved as follows:

Exhibit No.
99.1		Press Release issued October 8, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

For		Against		Abstain		Broker Non-Votes
15,703,054		2,172,381		700,474

SIGNATURES

~~Proposal~~Pursuant ~~#3. The Warrant Shares Proposal. Proposal No.3 was~~ to ~~approve~~ the ~~issuance~~requirements of ~~1,850,000 shares of~~ the ~~Company’s~~Securities ~~Common~~Exchange ~~Stock~~Act ~~and any additional shares~~ of ~~Common Stock~~1934, as ~~applicable~~amended, (the ~~“Warrant~~registrant ~~Shares”)~~has ~~upon exercise~~duly ofcaused athis ~~warrant~~report ~~issued~~ to ~~L.I.A.~~be ~~Pure~~signed ~~Capital~~on ~~Ltd.~~its behalf ~~The~~by ~~proposal~~the ~~was~~undersigned ~~approved~~hereunto asduly ~~follows:~~ authorized.

For		Against	Abstain	Broker Non-Votes
	N2OFF, Inc.
10,498,529		294,575	1,110,186	6,672,619
Date: October 8, 2025	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

Proposal #4. Proposal No. 4 was to authorize an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and proxy votes if there are insufficient votes in favor of the foregoing Proposals. The proposal was approved was approved as follows:

For		Against		Abstain		Broker Non-Votes
17,130,615		798,625		646,669

No other matters were considered or voted upon at the Special Meeting.

Item 8.01 Other Events.

On September 25, 2025, the Company issued a press release announcing that N2OFF’s Stockholders Approved a merger with drug discovery company targeting resistant cancers Including pancreatic and non-small cell lung cancer. A copy of the Company’s press release is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

Exhibit No.
99.1		Press Release issued September 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: September 25, 2025	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer

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