Business Context and Reporting Period
Company: N2OFF, Inc. (Trading Symbol: NITO)
Filing Type: Form 8-K (Current Report)
Date of Report: January 13, 2026
Reporting Period: Event-based report regarding material agreements entered into on January 13, 2026.
Business Context: The Company, an emerging growth company incorporated in Nevada, entered into a Securities Exchange Agreement and a Services Agreement with Voice Assist, Inc. (a public Nevada corporation) and Save Foods Ltd. (a private Israeli subsidiary majority-owned by N2OFF). The transaction involves the divestiture of N2OFF's interest in Save Foods.
Key Financial Metrics and Transaction Terms
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide specific financial statements, revenue figures, profit margins, cash flow data, debt levels, or liquidity metrics for N2OFF, Inc. or its subsidiaries.
Transaction Consideration (Securities Exchange Agreement):
- Asset Transferred: Approximately 98% of the issued and outstanding ordinary shares of Save Foods Ltd.
- Consideration Received: Shares of Voice Assist common stock representing 19.99% of Voice Assist on a fully-diluted basis immediately following the Closing.
- Closing Timeline: Expected within 90 calendar days of the agreement date, subject to customary conditions.
Services Agreement Consideration:
- Deferred Cash: Aggregate cap of $1,000,000, payable from future Voice Assist equity/debt financing proceeds (5% to 15% of gross proceeds per financing) over a five-year period.
- Royalty on New Future Projects: 75% of gross profit for years 1-3; 15% for years 4-10; 5% thereafter.
- Ecolab Claim Proceeds: 75% of any "Ecolab Gross Proceeds" received by Voice Assist, Save Foods, or affiliates.
- Term: Effective through calendar year 2026, extendable at N2OFF's discretion until full consideration is received.
Material Changes Versus Prior Period
This filing reports a material change in the Company's asset base and future revenue streams rather than a comparative financial period. The primary change is the agreement to divest the Company's majority stake in Save Foods Ltd. in exchange for equity in Voice Assist and contingent future payments. No prior period financial data is provided in this document to establish a quantitative baseline for comparison.
Guidance, Outlook, Risks, and Contingencies
Outlook and Guidance: The Company anticipates the Closing of the transaction within 90 days. Future cash flows are contingent upon Voice Assist completing financing transactions and generating gross profit from "New Future Projects" or proceeds from the "Ecolab Claim."
Risks and Contingencies:
- Closing Conditions: The transaction is subject to customary closing conditions; the Closing is not guaranteed.
- Forward-Looking Statements: The filing includes standard warnings that forward-looking statements regarding the satisfaction of closing conditions and future performance are not guaranteed and may not occur.
- Payment Contingency: The $1,000,000 deferred cash consideration is payable solely from future financing proceeds of Voice Assist. If Voice Assist does not raise capital, this portion of the consideration may not be paid.
- Unregistered Securities: The Voice Assist shares issued to N2OFF are being issued in reliance on the Regulation S exemption from registration.
Important Facts for Investor Verification
- Transaction Status: Verify if the Closing of the Save Foods divestiture has occurred within the 90-day window and if all customary conditions were met.
- Valuation of Consideration: Assess the market value of the 19.99% equity stake in Voice Assist received by N2OFF.
- Financing Activity: Monitor Voice Assist, Inc. for any equity or debt financing transactions, as these are the sole trigger for the $1,000,000 deferred cash payment.
- Definition of Terms: Review the full text of the Services Agreement (Exhibit 10.2) to understand the specific definitions of "New Future Projects," "Ecolab Gross Proceeds," and "Ecolab Claim," as these determine the royalty and claim-sharing obligations.
- Regulatory Compliance: Confirm the validity of the Regulation S exemption for the issuance of Voice Assist securities to N2OFF.