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
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to the Securities Purchase Agreement, dated March 19, 2025 | |
| 104 | Cover 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: March 20, 2025 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO THE
SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT, 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”).
Capitalized terms 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 to SPA, Pre-Funded Warrant and Warrant. |
| 1.1. | This
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 | |
| 1.2. | In
accordance with the foregoing, this Amendment hereby replaces and amends the following text
from Section 1(f) of each of the Pre-Funded Warrants and Warrants (each as defined in the
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 | |
| 1.3. | Except to the extent amended hereby, which amendment shall have effect on the entire SPA, the SPA shall remain in full force and effect in accordance with its terms. The SPA and this Amendment shall be read and construed together as a single agreement. |
| 2. | Miscellaneous |
| 2.1. | General. Section 9 of the SPA shall apply to this Amendment, with any reference to the SPA being made to this Amendment. | |
| 2.2. | Counterparts. This Amendment may be executed in one or more counterparts, all of which together shall constitute one and the same instrument, binding and enforceable against the parties so executing the same; it being understood that all parties need not sign the same counterpart. Counterparts may also be delivered by facsimile or email transmission (in pdf format or the like, or signed with docusign, e-sign or any similar form of signature by electronic means) and any counterpart so delivered shall be sufficient to bind the parties to this Amendment, as an original. |
[Signature Page Follows]
IN WITNESS 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 | |
IN WITNESS WHEREOF, the undersigned have executed this AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT as of the date written above.
| THE REQUIRED HOLDERS: | ||
| L.I.A. Pure Capital Ltd. | ||
| By: | /s/ Kfir Zilberman | |
| Name: | Kfir Zilberman | |
| Title: | Owner | |
| Capitalink Ltd. | ||
| By: | /s/ Lavi Krasney | |
| Name: | Lavi Krasney | |
| Title: | Owner | |
| Amir Uziel Economic Consultant Ltd. | ||
| By: | /s/ Amir Uziel | |
| Name: | Amir Uziel | |
| Title: | Owner | |