SCHEDULE 13G: Amir Uziel and Affiliate Disclose Significant Stake in N2OFF, Inc. via Schedule 13G Filing

Amir Uziel and Uziel Economic Consultant Ltd. have disclosed beneficial ownership of approximately 9.99% of N2OFF, Inc.'s common stock, including shares held directly and through warrants, as per a recent Schedule 13G filing.

Summary

• Amir Uziel, an Israeli citizen, and Uziel Economic Consultant Ltd., an Israeli entity, have filed a Schedule 13G disclosing their beneficial ownership in N2OFF, Inc.
• Amir Uziel is identified as the officer, sole director, chairman of the board of directors, and control shareholder of Uziel Economic Consultant Ltd.
• Amir Uziel beneficially owns an aggregate of 1,565,357 shares of N2OFF, Inc. common stock, representing 9.99% of the class.
• This ownership includes 14,286 shares held directly by Mr. Uziel, 1,075,000 shares held by Uziel Economic Consultant Ltd., and 476,071 shares issuable upon exercise of warrants held by Uziel Economic Consultant Ltd.
• Uziel Economic Consultant Ltd. beneficially owns an aggregate of 1,551,071 shares, representing 9.81% of the class, comprising 1,075,000 direct shares and 476,071 warrant shares.
• The warrants held by Uziel Economic Consultant Ltd. were purchased on December 24, 2024, and are exercisable within 60 days of the filing date.
• Exercise of these warrants is subject to a 9.99% blocker, prohibiting the holder from exceeding 9.99% beneficial ownership immediately after giving effect to the exercise.
• The beneficial ownership percentages are based on 15,335,618 shares of Common Stock issued and outstanding, according to information provided by N2OFF, Inc.
• The securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Sentiment

Score: 7

Explanation: The disclosure of a significant beneficial ownership by a key individual and their entity is generally positive, indicating investor confidence. The 9.99% blocker is a neutral to slightly negative point as it limits further immediate accumulation of shares and potential influence.

Positives

• A significant shareholder, Amir Uziel, and his controlled entity, Uziel Economic Consultant Ltd., have demonstrated a substantial investment in N2OFF, Inc., indicating confidence in the company's prospects.
• The acquisition of warrants suggests a potential future increase in their direct equity stake, reinforcing their commitment to the company.

Negatives

• The 9.99% blocker on warrant exercise limits the immediate potential for the reporting persons to increase their ownership beyond this threshold, which could cap their influence or further investment in the short term.

Risks

• The 9.99% beneficial ownership blocker on warrant exercise could limit the ability of the reporting persons to increase their stake beyond this threshold, potentially impacting future strategic moves or influence within the company.

Future Outlook

The filing indicates that Uziel Economic Consultant Ltd. holds warrants exercisable within 60 days, which could lead to an increase in their direct shareholding, subject to a 9.99% beneficial ownership blocker. The 'Date of Event Which Requires Filing of this Statement' is listed as February 20, 2025, suggesting a future trigger for this disclosure.

Management Comments

• "Amir Uziel is the officer, sole director, chairman of the board of directors and control shareholder of Uziel Economic Consultant."
• "The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11."

Industry Context

This Schedule 13G filing is a standard regulatory disclosure for significant beneficial ownership, indicating a substantial stake by a key individual and associated entity in N2OFF, Inc. It reflects an investment decision rather than an attempt to influence control, which is typical for passive investors or those accumulating a position without immediate activist intent.

Comparison to Industry Standards

• Schedule 13G filings are standard regulatory disclosures for passive investors or those holding less than 20% of a company's stock without intent to control. This filing aligns with the typical purpose of a 13G.
• The 9.99% blocker is a common provision in warrant agreements to prevent triggering certain beneficial ownership thresholds that might require more extensive reporting (like a Schedule 13D) or other regulatory implications, which is a standard practice in the industry.
• This level of ownership by an individual and their controlled entity is significant but not uncommon for strategic or long-term investors in small-cap companies, demonstrating a notable commitment without seeking immediate control.

Related Party Transactions

• Amir Uziel is the officer, sole director, chairman of the board of directors and control shareholder of Uziel Economic Consultant Ltd., which holds a significant stake in N2OFF, Inc. and warrants for additional shares.

Stakeholder Impact

• Shareholders: The disclosure of a significant, non-controlling stake by a prominent individual and their entity could be viewed positively, signaling investor confidence. The 9.99% blocker ensures no immediate control change, maintaining the current governance structure.

Next Steps

• Exercise of warrants by Uziel Economic Consultant Ltd. within 60 days of the filing date, subject to the 9.99% beneficial ownership blocker.

Key Dates

Keywords

N2OFF Inc., Amir Uziel, Uziel Economic Consultant Ltd., Schedule 13G, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Shareholder, Investment, Corporate Governance