SCHEDULE 13G: Capitalink Ltd. and Lavi Krasney Disclose Significant Stake in N2OFF, Inc.

Capitalink Ltd. and its controlling shareholder, Lavi Krasney, have disclosed beneficial ownership of 8.73% and 8.82% respectively, of N2OFF, Inc.'s common stock, including shares from recently acquired warrants.

Summary

• Capitalink Ltd. and Lavi Krasney have filed a Schedule 13G disclosing their beneficial ownership in N2OFF, Inc.
• Capitalink Ltd. beneficially owns an aggregate of 1,394,239 shares of N2OFF, Inc. common stock, representing 8.73% of the class.
• This ownership includes 769,239 shares of common stock and 625,000 shares issuable upon the exercise of warrants purchased on December 24, 2024.
• The warrants are exercisable within 60 days of February 20, 2025, but are subject to a 9.99% blocker, preventing exercise if it would result in beneficial ownership exceeding 9.99% of outstanding common stock.
• Lavi Krasney, as the officer, sole director, chairman, and control shareholder of Capitalink Ltd., beneficially owns an aggregate of 1,408,525 shares, representing 8.82% of the class.
• Mr. Krasney's ownership includes 14,286 shares held directly, plus the shares and warrants held by Capitalink Ltd.
• The beneficial ownership percentages are calculated based on 15,335,618 shares of common stock issued and outstanding, according to information provided by N2OFF, Inc.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. The acquisition of warrants could be seen as mildly positive, but the 9.99% blocker introduces a slight limitation.

Positives

• Increased institutional ownership by Capitalink Ltd. and its principal, Lavi Krasney, potentially signaling confidence in N2OFF, Inc.
• The acquisition of warrants indicates a strategic investment with potential for future equity conversion.

Negatives

• The 9.99% blocker on warrant exercise limits the immediate ability of Capitalink Ltd. to increase its direct stake beyond this threshold, potentially restricting full conversion of warrants.

Risks

• The 9.99% beneficial ownership blocker on warrant exercise could limit Capitalink Ltd.'s ability to fully convert its warrants if it would push their ownership above the threshold, potentially impacting their investment strategy or N2OFF's capital structure.

Future Outlook

The document is a disclosure of current beneficial ownership and does not provide specific forward-looking statements or guidance regarding N2OFF, Inc.'s future performance or strategic direction.

Management Comments

• The filing includes a certification from Lavi Krasney, as CEO of Capitalink Ltd. and in his individual capacity, stating that 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, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This Schedule 13G filing indicates a significant passive investment by an Israeli entity and its principal in a U.S.-listed company, N2OFF, Inc. Such filings are standard disclosures when an entity or individual acquires more than 5% of a company's outstanding shares, providing transparency on major ownership stakes within the market.

Comparison to Industry Standards

• As a Schedule 13G filing, this document primarily serves as a disclosure of beneficial ownership and does not contain information typically used for direct comparison to industry-specific financial or operational benchmarks.
• The ownership percentages of 8.73% for Capitalink Ltd. and 8.82% for Lavi Krasney are substantial, placing them among the larger shareholders of N2OFF, Inc. without indicating an intent to control the company, which is consistent with the passive investment nature of a 13G filing.
• No specific comparable companies or projects are mentioned in the document.

Related Party Transactions

• The document identifies Lavi Krasney as the officer, sole director, chairman, and control shareholder of Capitalink Ltd., establishing a related party relationship. The beneficial ownership reported by Mr. Krasney includes shares held directly by him and those held by Capitalink Ltd., reflecting this relationship. No other specific related party transactions are detailed.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake by an institutional investor and its principal may be viewed positively, potentially indicating confidence in the company's value. The 9.99% blocker on warrant exercise ensures that the ownership remains below a certain threshold, which might alleviate concerns about immediate control changes.
• Management: The filing confirms a significant shareholder base, which management will need to consider in its strategic decisions.
• Creditors: No direct impact on creditors is indicated by this ownership disclosure.

Next Steps

• The document does not explicitly state any future actions, events, or milestones for N2OFF, Inc. or the reporting persons beyond the exercisability of the warrants within 60 days of the filing date, subject to the 9.99% blocker.

Key Dates

Keywords

N2OFF Inc., Capitalink Ltd., Lavi Krasney, Schedule 13G, beneficial ownership, common stock, warrants, SEC filing, institutional ownership, equity stake, corporate governance, Israel