N2OFF, Inc. 8-K

What Happened
N2OFF, Inc. (NITO) filed an 8-K on January 12, 2026 reporting that on January 8, 2026 the company issued 35,000 shares of its common stock to a consultant under a new consulting agreement. The shares were issued as consideration for investor relations services and were not registered under the Securities Act, with the company relying on Section 4(a)(2) as an exemption for transactions by an issuer not involving a public offering.

Key Details

• 35,000 shares of common stock were issued on January 8, 2026.
• Issuance made pursuant to a new consulting agreement for investor relations services.
• Transaction was exempt from registration under the Securities Act of 1933, relying on Section 4(a)(2).
• Disclosure made via Form 8-K filed January 12, 2026 (Item 3.02: Unregistered Sales of Equity Securities).

Why It Matters
The issuance increases N2OFF’s outstanding common stock by 35,000 shares and represents a non-cash payment for investor relations work. For investors, these types of equity issuances can modestly dilute existing holders and reflect how the company is compensating for certain services. The filing provides transparency about the size, purpose, and legal basis for the transaction.