8-K
Nexentis Technologies Inc. (NXTS)
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) March 18, 2024
N2OFF,Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40403 | 26-4684680 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| HaPardes 134 (Meshek Sander) | ||
| --- | --- | |
| Neve Yarak, Israel | 4994500 | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(347)468 9583
(Registrant’s telephone number, including area code)
SaveFoods, Inc.
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.0001 | NITO | The<br> 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. ☐
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 15, 2024, Save Foods, Inc. (now known as N2OFF, Inc.), a Nevada corporation (the “Company”), filed an amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Amendment”) to change the name of the Company to “N2OFF, Inc.” (the “Name Change”). Pursuant to the Amendment, the Name Change became effective on March 19, 2024, at 12:01 a.m. Pacific Time. As previously disclosed in a Current Report on Form 8-K filed by the Company on February 9, 2024, the stockholders of the Company approved the Name Change at a special meeting of the stockholders held on February 8, 2024.
In connection with the Name Change, the Company changed its ticker symbol on The Nasdaq Capital Market LLC (“Nasdaq”) from “SVFD” to “NITO.” On March 19, 2024, upon the opening of the market on Nasdaq, the Company’s common stock began trading under its new name, “N2OFF, Inc.,” and its new symbol, “NITO.”
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On March 18, 2024, the Company issued a press release announcing the Name Change. The press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 3.1 | Amendment to Articles of Incorporation of the Company, filed March 15, 2024 |
| 99.1 | Press Release, dated March 18, 2024 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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:<br> March 19, 2024 | By: | /s/ David Palach |
| Name: | David<br> Palach | |
| Title: | Chief<br> Executive Officer |
Exhibit 3.1
Exhibit99.1
SaveFoods Announces Corporate Rebranding Changes Name to N2OFF Inc. to Reflect Core Values of its Business
SaveFoods’ Nasdaq trading symbol will change to NITO on March 19, 2024
NeveYarak, Israel, March 18, 2024/Global Newswire/ – Save Foods, Inc. (NASDAQ: SVFD) (FSE:80W) (“Save Foods” or the “Company”), an innovative agri-food tech company providing sustainable solutions for agriculture and plant-based food, today announced a corporate rebranding in response to recent business developments that focuses on sustainable environmental solutions. At the heart of this rebranding is a change of the Company’s name to N2OFF Inc. to embody its corporate vision and core values.
The rebranding includes a new name and an update to the Company’s corporate logo and website, as well as a new website for its majority-owned Israeli subsidiary, NTWO OFF Ltd.
N2OFF Inc. corporate website: https://www.n2off.htmline.com
N2OFF Ltd. website: https://www.n2off.net
In addition, the Company’s Nasdaq trading symbol will change to NITO. The Company will begin trading on the Nasdaq Capital Market (“Nasdaq”) under its new name “N2OFF Inc.” and new trading symbol “NITO” upon the opening of the market on March 19, 2024.
AboutSave Foods:
Save Foods, Inc. is an innovative agri-food tech company that through its three operational arms delivers integrated solutions for improved safety, quality, and sustainability every step of the way from field to fork. Save Foods Ltd., Save Foods’ majority-owned Israeli subsidiary, focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals, and prolong fresh produce’s shelf life. NTWO OFF Ltd., Save Foods’ majority-owned Israeli subsidiary, contributes to tackling greenhouse gas emissions, offering a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide. NTWO OFF Ltd., aims to promote agricultural practices that are both environmentally friendly and economically viable. Plantify Foods, Inc., Save Foods’ minority-owned Canadian subsidiary listed on the TSXV, offers a wide range of clean-label healthy food options that are nutritious, gluten free, non-allergenic, use whole natural ingredients, and are easy to prepare. For more information on Save Foods Ltd. and NTWO OFF Ltd. visit our website: https://savefoods.co/.
Forward-looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties, Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in Save Foods’ prospectus filed with the SEC on February 7, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.
Investor Relations Contacts:
Michal Efraty
+972-(0)52-3044404
michal@efraty.com