Business Context and Reporting Period
This Form 8-K was filed by N2OFF, Inc. (trading symbol: NITO) on July 24, 2025. The report details a Second Amendment to a Securities Purchase and Exchange Agreement originally entered into on February 25, 2025. The agreement involves the acquisition of MitoCareX Bio Ltd. by N2OFF, with MitoCareX becoming a wholly-owned subsidiary upon closing.
Key Financial Metrics
This filing is a current report regarding a material agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes Versus Prior Period
The Second Amendment, executed on July 23, 2025, introduces the following material changes to the original agreement:
- Extension of Outside Date: The deadline for closing has been extended by an additional 90 days. The new Outside Date is now 270 days from the original agreement date (February 25, 2025), allowing either party to terminate if closing does not occur by then.
- Updated Fully-Diluted Basis: The share count used for calculations has been increased from 27,734,248 to 32,808,629 shares of common stock to reflect issuances made after the original agreement.
- Updated Capital Structure: Section 2.03 was revised to reflect the updated issued and outstanding share amounts immediately following the anticipated closing.
- Revised Allocations: The allocation of additional consideration and Additional Purchaser Stock among the Sellers (MitoCareX, SciSparc, Dr. Alon Silberman, and Prof. Ciro Leonardo Pierri) has been updated.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance or management commentary on future performance. The primary contingency noted is the "Outside Date" mechanism; if the transaction does not close within 270 days of the original agreement date, either party retains the right to terminate the agreement. The transaction remains subject to the terms of the amended agreement filed as Exhibit 10.3.
Important Facts for Investor Verification
- Verify the new closing deadline (Outside Date) is 270 days from February 25, 2025.
- Confirm the updated fully-diluted share count of 32,808,629 used for consideration calculations.
- Review the specific allocation changes for the Sellers in the full text of Exhibit 10.3.
- Note that the transaction has not yet closed as of the filing date.