Business Context and Reporting Period
This Form 8-K is filed by N2OFF, Inc. (trading symbol: NITO), a Nevada corporation and emerging growth company, with principal offices in Israel. The report date is March 28, 2025, covering a notice received from The Nasdaq Stock Market LLC regarding the company's listing status.
Key Financial Metrics
The filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial metric disclosed is the stock price performance: the closing bid price for the Company's common stock was below $1.00 per share for the last 30 consecutive business days prior to March 28, 2025.
Material Changes
The material change reported is the receipt of a formal notice from Nasdaq indicating a failure to satisfy the minimum closing bid price requirement (Rule 5550(a)(2)) for continued listing on The Nasdaq Capital Market. This deficiency is based on the stock trading below $1.00 per share for 30 consecutive business days.
Outlook, Risks, and Contingencies
- Compliance Period: The Company has been granted an initial 180-calendar day compliance period ending September 24, 2025, to regain compliance.
- Remediation Path: To close the matter, the stock must trade at or above $1.00 per share for a minimum of ten consecutive business days during the compliance period.
- Extension Option: If the initial period expires without compliance, the Company may be eligible for an additional 180-day period if it meets other listing standards and notifies Nasdaq of its intent to effect a reverse stock split.
- Delisting Risk: Failure to regain compliance within the allotted periods, including any extensions, will result in the delisting of the Company's common stock.
Investor Verification Checklist
- Verify the current trading price of NITO to assess proximity to the $1.00 threshold.
- Monitor the company's announcements regarding a potential reverse stock split before the September 24, 2025 deadline.
- Review the company's market value of publicly held shares to determine eligibility for the second compliance period if the first is missed.
- Check for any subsequent filings (e.g., 8-K or press releases) confirming Nasdaq's written confirmation of compliance or further extension notices.