Business Context and Reporting Period
Company: N2OFF, Inc. (Trading Symbol: NITO)
Filing Type: Form 8-K (Current Report)
Date of Report: August 17, 2025
Reporting Period: Event-based report regarding a material agreement entered into on August 17, 2025.
Business Context: The Company is an emerging growth company incorporated in Nevada with principal offices in Israel. It is currently pursuing the acquisition of MitoCareX Bio Ltd. ("MitoCareX") to become a wholly-owned subsidiary, a transaction subject to stockholder approval.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The only specific financial metric disclosed is related to a new loan agreement:
- Loan Principal: $372,000
- Interest Rate: Annual rate per Section 3(j) of the Israel Income Tax Ordinance (USD exchange rate fluctuation until maturity plus 3%)
- Loan Term: Six months
- Guarantor: L.I.A. Pure Capital Ltd. ("Pure Capital")
Debt and Liquidity: The filing does not provide aggregate debt levels or liquidity positions. The $372,000 loan represents a new liability incurred to support the target company's operations pending acquisition.
Material Changes
The primary material change reported is the entry into a "Fourth Loan Agreement" on August 17, 2025. This agreement provides bridge financing to MitoCareX to cover ongoing costs and obligations until the closing of the previously disclosed securities purchase and exchange agreement (dated February 25, 2025). No other material changes to the Company's financial condition or operations are detailed in this specific filing.
Guidance, Outlook, and Risks
Management Commentary: The loan is explicitly intended to assist MitoCareX with financing needs until the acquisition closes. If MitoCareX becomes a subsidiary of N2OFF, Inc., any outstanding loan amount will be deducted from future capital allocations to MitoCareX during the first year following the transaction.
Risks and Contingencies:
- Transaction Closing: The acquisition of MitoCareX is contingent upon terms and conditions, including stockholder approval.
- Interest Rate Variability: The interest rate is tied to USD exchange rate fluctuations plus a fixed spread, introducing variability in the cost of capital.
- Guarantee Dependency: Repayment is guaranteed by Pure Capital, creating a reliance on the guarantor's financial stability.
Investor Verification Checklist
- Verify the status of the stockholder approval required for the MitoCareX acquisition.
- Confirm the current USD exchange rate fluctuation component to calculate the precise effective interest rate.
- Review the full text of the Fourth Loan Agreement (Exhibit 10.1) for covenants or default provisions not summarized here.
- Assess the financial health of the guarantor, L.I.A. Pure Capital Ltd.
- Monitor subsequent filings for the closing date of the MitoCareX acquisition and the treatment of the loan principal upon closing.