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

L.I.A Pure Capital Ltd. and its control shareholder, Kfir Silberman, have disclosed beneficial ownership of 9.81% and 9.99% respectively, in N2OFF, Inc.'s common stock.

Summary

• L.I.A Pure Capital Ltd. (Pure Capital) reported beneficial ownership of 1,505,942 shares of N2OFF, Inc. common stock, representing 9.81% of the outstanding shares.
• This includes 1,485,714 shares of common stock and 20,256 shares issuable upon the exercise of warrants purchased on December 24, 2024, which are exercisable within 60 days of February 20, 2025.
• Kfir Silberman, the officer, sole director, chairman, and control shareholder of Pure Capital, reported beneficial ownership of 1,520,228 shares, representing 9.99% of the outstanding shares.
• Mr. Silberman's beneficial ownership includes 14,286 shares held directly, the 1,485,714 shares held by Pure Capital, and 20,228 shares issuable from Pure Capital's warrants.
• Both Pure Capital and Mr. Silberman are subject to a 9.99% blocker, prohibiting them from exercising warrants if it would result in beneficial ownership exceeding 9.99% of the total outstanding common stock.
• The beneficial ownership percentages are based on 15,335,618 shares of N2OFF, Inc. common stock issued and outstanding, according to information provided by the Issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would significantly alter the perceived sentiment of the company's performance or outlook. It is neutral.

Positives

• Disclosure of a significant beneficial ownership stake by an institutional investor and its control person, potentially indicating confidence in the company.

Negatives

• No specific negative information about the company's performance or operations is disclosed in this ownership filing.

Risks

• The 9.99% beneficial ownership blocker limits the ability of L.I.A Pure Capital Ltd. and Kfir Silberman to fully exercise their warrants if it would push their ownership above this threshold, potentially restricting their upside from the warrants.

Future Outlook

NA

Industry Context

This Schedule 13G filing is a standard disclosure of significant beneficial ownership, indicating an institutional investor and its principal have acquired a substantial stake in N2OFF, Inc. It does not provide broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The disclosure of a significant new beneficial owner may influence market perception and trading activity.

Next Steps

• L.I.A Pure Capital Ltd. and Kfir Silberman have warrants exercisable within 60 days of February 20, 2025, subject to a 9.99% beneficial ownership blocker.

Key Dates

Keywords

N2OFF Inc., L.I.A Pure Capital Ltd., Kfir Silberman, Schedule 13G, beneficial ownership, common stock, warrants, SEC filing, institutional investor, shareholder disclosure