SCHEDULE 13G/A: Kfir Silberman and L.I.A Pure Capital Disclose 7.81% Stake in N2OFF, Inc.

Sentiment:

Beneficial Ownership Statement


Kfir Silberman and L.I.A Pure Capital Ltd. have jointly disclosed a beneficial ownership of 7.81% in N2OFF, Inc.'s common stock, including shares held directly and through exercisable warrants.

Capital raiseThe beneficial ownership includes 1,000,000 shares of Common Stock issuable upon exercise of Warrants held by Pure Capital, which are exercisable within 60 days of the filing date.The exercise of these warrants is subject to a 9.99% Blocker, which limits the immediate conversion to prevent exceeding a certain ownership threshold.

Summary

  • Kfir Silberman and L.I.A Pure Capital Ltd. have filed an Amendment No. 1 to Schedule 13G, disclosing their beneficial ownership in N2OFF, Inc.
  • The filing indicates a combined beneficial ownership of 2,064,286 shares of N2OFF, Inc. Common Stock.
  • This aggregate amount represents 7.81% of the total 26,433,237 shares of Common Stock issued and outstanding as reported by the Issuer.
  • Kfir Silberman directly holds 14,286 shares.
  • L.I.A Pure Capital Ltd. holds 1,050,000 shares directly and 1,000,000 shares issuable upon the exercise of warrants exercisable within 60 days, subject to a 9.99% blocker.
  • Kfir Silberman is the officer, sole director, chairman of the board, and control shareholder of L.I.A Pure Capital Ltd.
  • The securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 7

Explanation: The filing indicates a significant, passive investment by a key individual and associated entity, which is generally positive as it shows confidence. No negative operational or financial news is present. The existence of exercisable warrants adds potential future capital infusion, albeit with a blocker.

Positives

  • Significant beneficial ownership by a key individual (Kfir Silberman) and an associated entity (L.I.A Pure Capital Ltd.) indicates a strong vested interest in the company's performance.
  • The filing explicitly states that the securities were not acquired for the purpose of changing or influencing control, suggesting a passive investment stance.

Risks

  • The 9.99% Blocker on warrant exercise could limit the immediate full conversion of warrants, potentially affecting capital structure or voting power if not fully understood.

Future Outlook

The document is a beneficial ownership filing (Schedule 13G) and does not contain forward-looking statements or guidance regarding the company's future operations or financial performance. It primarily discloses current ownership structure.

Management Comments

  • 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 filing is a standard disclosure of significant beneficial ownership, common in the financial industry. It indicates a substantial stake held by an individual and an investment entity, which can be viewed as a vote of confidence or a strategic passive investment within the broader market context.

Comparison to Industry Standards

  • As a Schedule 13G filing, this document primarily serves to disclose beneficial ownership and does not contain performance metrics for direct comparison to industry standards.
  • The 7.81% stake is a significant minority holding, which is a common level for passive institutional or individual investors in publicly traded companies.
  • Without specific financial or operational data, a direct comparison to industry peers' performance metrics is not applicable here.

Related Party Transactions

  • Kfir Silberman is the officer, sole director, chairman of the board of directors and control shareholder of L.I.A Pure Capital Ltd., indicating a related party relationship between the two reporting persons.

Stakeholder Impact

  • Shareholders: The disclosure of a significant passive stake by a control shareholder and his entity may provide stability and confidence. The potential exercise of warrants could lead to slight dilution but also capital inflow.
  • Management: The filing indicates that the stake is not for influencing control, which might reassure current management regarding their autonomy.

Next Steps

  • Exercise of 1,000,000 warrants by L.I.A Pure Capital Ltd. within 60 days, subject to the 9.99% Blocker.

Key Dates

DateDescription
05/15/2025Date of event which requires filing of this statement and filing date of the Schedule 13G Amendment No. 1.

Keywords

N2OFF Inc, Kfir Silberman, L.I.A Pure Capital Ltd, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, SEC Filing, Shareholder Stake, Investment

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