Business Context and Reporting Period
This Form 8-K is filed by N2OFF, Inc. (trading symbol: NITO) on September 9, 2025. The company is a Nevada corporation incorporated in Israel, reporting on material agreements and corporate actions. The filing details a new funding addendum for a renewable energy partnership and the formal implementation of a previously approved reverse stock split.
Key Financial Metrics and Agreements
- Loan Addendum: On September 8, 2025, the Company's partnership (Horizons RES PE1 UG & Co. KG) secured an additional principal amount of €600,000 via Addendum No. 2 to the Loan and Partnership Agreement.
- Interest Rate: The new funding bears interest at 7% per annum.
- Use of Proceeds: Funds are designated to initiate a study for optimizing a battery storage facility near the Melz PV Project.
- Previous Funding: Prior to this addendum, the partnership had received €25,000 on June 23, 2025, for preliminary work on the same study.
- Stock Split: A 1-for-35 reverse stock split was approved by stockholders in June 2024 and became effective upon filing the Certificate of Amendment on September 3, 2025.
Material Changes Versus Prior Period
The primary material change is the increase in committed capital for the Melz battery storage project. The total committed principal under the Loan and Partnership Agreement has increased by €600,000. Additionally, the company has transitioned from a planned reverse stock split to an executed corporate action, changing the share structure effective September 3, 2025. The filing does not provide comparative revenue, profit, or cash flow data as this is a current report on specific events rather than a periodic financial statement.
Outlook, Risks, and Management Commentary
- Project Outlook: Management intends to use the new €600,000 to advance the optimization study for the Melz PV Project battery storage facility.
- Trading Status: The Company intends to notify Nasdaq immediately to determine the marketplace effective date for the reverse stock split. Trading will continue under the symbol "NITO" but with a new CUSIP number.
- Debt Structure: The loan to the Partnership matures on the earlier of the sale of the Partnership or five years from the original agreement date (July 31, 2024). Loans from Solterra to the Partnership remain subordinate to the primary Loan.
Investor Verification Checklist
- Verify the effective date of the 1-for-35 reverse stock split on Nasdaq and the new CUSIP number for trading.
- Confirm the disbursement timeline for the €600,000 principal addendum and the specific milestones for the Melz battery storage study.
- Review the full text of Addendum No. 2 (Exhibit 10.1) for any covenants or conditions precedent to the funding.
- Monitor the Company's compliance with Nasdaq listing requirements following the reverse stock split.