8-K

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

Dateof Report (Date of earliest event reported): March 19, 2025

N2OFF,Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-40403	26-4684680
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
HaPardes 134 (Meshek Sander)<br><br> <br>Neve Yarak, Israel	4994500
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(Address<br> of principal executive offices)	(Zip<br> 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<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 per share	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. ☐

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Item1.01 Entry into a Material Agreement

As previously disclosed in the Current Report on Form 8-K filed by N2OFF, Inc. (the “Company”) with the Securities and Exchange Commission on December 10, 2024, the Company entered into the Securities Purchase Agreement (the “Agreement”) on December 10, 2024 with certain investors for aggregate gross proceeds of approximately $1,500,000 (the “Private Placement”). As part of the Private Placement, the Company issued an aggregate amount of 6,250,000 units and pre-funded units (collectively, the “Units”) at a purchase price of $0.24 per unit (less $0.00001 per pre-funded unit). Each Unit consisted of (i) one share of common stock, par value $0.0001 per share (the “Common Stock”) and/or one and a half pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”), and (ii) a one and a half warrant to purchase one share of Common Stock (the “Common Warrant” and together with the Pre-Funded Warrants, the “Warrants”).

The Agreement and Warrants provided for a beneficial ownership limitation of 4.99% of the Company’s outstanding capital stock (the “Beneficial Ownership Limitation”). On March 19, 2025, the Agreement was amended to change the Beneficial Ownership Limitation applicable to the Agreement and Warrants from 4.99% to 9.99% of the Company’s outstanding capital stock (the “Amendment”). All of the other terms and conditions of the Agreement remain in full force and effect.

The description of the Amendment set forth above is qualified in its entirety by reference to the full text of the Amendment, which is filed hereto as Exhibits 10.1, and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

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(d) Exhibits

Exhibit<br> No.	Description
10.1	Amendment to the Securities Purchase Agreement, dated March 19, 2025
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,<br> Inc.
Date:<br> March 20, 2025	By:	/s/ David Palach
	Name:	David<br> Palach
	Title:	Chief<br> Executive Officer

Exhibit10.1

AMENDMENTTO THE

SECURITIESPURCHASE AGREEMENT

THISAMENDMENT, dated March 19, 2025, (this “Amendment”), to the Securities Purchase Agreement dated December 10, 2024 (the “SPA”) between N2OFF, Inc., a Nevada corporation, with offices located at 134 HaPardes (Meshek Sander) Neve Yarak, Israel 4994500 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

Capitalizedterms used but not defined herein shall have the meaning ascribed to them in the SPA (as defined below).

WHEREAS, the Company and the Buyers previously entered into the SPA;

WHEREAS, the SPA provides for the issuance of Pre-Funded Warrants and Warrants to each of the Buyers and, therefore, the amendments contemplated hereunder shall have the effect of amending each of the Pre-Funded Warrants and Warrants as described herein;

WHEREAS, Section 9(e) of the SPA provides that any term of the SPA may be amended, terminated or waived only with the written consent of the Company and Required Holders (as defined therein); and

WHEREAS, the Company and the Buyers that are signatories hereto represent the Required Holders in accordance with the terms of the SPA, and hereby wish to amend certain provisions of the SPA.

NOW,THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

1.	Amendment<br> to SPA, Pre-Funded Warrant and Warrant.
1.1.	This<br> Amendment hereby amends and replaces Section 1(a) of the SPA as follows: “Notwithstanding anything herein to the contrary, in no event will any Buyer’s voting rights in the Company or ownership of the Company’s issued capital stock exceed ~~4.99~~ 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date, and such Buyer shall purchase Pre-Funded Warrants in lieu of the Purchased Stock, as set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.”
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1.2.	In<br> accordance with the foregoing, this Amendment hereby replaces and amends the following text<br> from Section 1(f) of each of the Pre-Funded Warrants and Warrants (each as defined in the<br> SPA) issued pursuant to the SPA “Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of ~~4.99~~ 9.99% (the “Maximum Percentage”) of the number of Common Stock outstanding immediately after giving effect to such exercise.”
1.3.	Except<br> to the extent amended hereby, which amendment shall have effect on the entire SPA, the SPA<br> shall remain in full force and effect in accordance with its terms. The SPA and this Amendment<br> shall be read and construed together as a single agreement.
2.	Miscellaneous
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2.1.	General.<br> Section 9 of the SPA shall apply to this Amendment, with any reference to the SPA being made<br> to this Amendment.
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2.2.	Counterparts.<br> This Amendment may be executed in one or more counterparts, all of which together shall constitute<br> one and the same instrument, binding and enforceable against the parties so executing the<br> same; it being understood that all parties need not sign the same counterpart. Counterparts<br> may also be delivered by facsimile or email transmission (in pdf format or the like, or signed<br> with docusign, e-sign or any similar form of signature by electronic means) and any counterpart<br> so delivered shall be sufficient to bind the parties to this Amendment, as an original.

[SignaturePage Follows]

INWITNESS WHEREOF, the undersigned have executed this AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT as of the date written above.

THE COMPANY:
N2OFF, INC.
/s/ David Palach
Name:	David Palach
Title:	CEO

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INWITNESS WHEREOF, the undersigned have executed this AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT as of the date written above.

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THE REQUIRED HOLDERS:
L.I.A. Pure Capital Ltd.
By:	/s/ Kfir Zilberman
Name:	Kfir Zilberman
Title:	Owner
Capitalink Ltd.
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By:	/s/ Lavi Krasney
Name:	Lavi Krasney
Title:	Owner
Amir Uziel Economic Consultant Ltd.
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By:	/s/ Amir Uziel
Name:	Amir<br> Uziel
Title:	Owner