8-K: N2OFF Divests Save Foods, Gains Voice Assist Stake

N2OFF, Inc. has entered into an agreement to divest its 98% stake in Save Foods Ltd. to Voice Assist, Inc. in exchange for a 19.99% equity stake in Voice Assist and future service-based considerations.

Summary

• N2OFF, Inc. (the "Company") entered into a Securities Exchange Agreement with Voice Assist, Inc. and Save Foods Ltd. on January 13, 2026.
• N2OFF will transfer approximately 98% of the issued and outstanding ordinary share capital of Save Foods to Voice Assist.
• In consideration for the Save Foods shares, Voice Assist will issue 60,198,540 shares of its common stock to N2OFF, representing 19.99% of Voice Assist on a fully-diluted basis immediately following the Closing.
• The Closing of this transaction is expected to occur within 90 calendar days of the Agreement date, subject to customary closing conditions.
• N2OFF also entered into a Services Agreement with Voice Assist, agreeing to provide non-exclusive general advisory, support, collaboration, and related services.
• Consideration for the Services Agreement includes deferred cash payments up to $1,000,000, royalties from 'New Future Projects', and a share of proceeds from the 'Ecolab Claim'.
• The deferred cash consideration will be paid from Voice Assist's future equity and/or debt financing transactions over five years, in installments of 5% to 15% of gross proceeds, capped at $1,000,000.
• Royalty consideration for 'New Future Projects' will be 75% of gross profit for the first three years, 15% for years four through ten, and 5% thereafter.
• N2OFF will receive 75% of any 'Ecolab Gross Proceeds' from the claim against Ecolab, with Voice Assist controlling the claim's prosecution.
• The Services Agreement will remain in effect through calendar year 2026, extendable by N2OFF until full consideration is received.

Sentiment

Score: 6

Explanation: The filing outlines a significant strategic transaction for N2OFF, divesting a subsidiary for an equity stake in another public company and multiple contingent revenue streams. While the future revenue is contingent, the overall move appears to be a calculated strategic pivot, offering potential upside through Voice Assist's growth and new projects. The immediate financial impact is not fully quantifiable, but the structure suggests a positive long-term outlook if Voice Assist performs well.

Positives

• N2OFF will receive a significant equity stake (19.99% fully-diluted) in Voice Assist, providing exposure to Voice Assist's future growth.
• The Services Agreement creates multiple potential future revenue streams for N2OFF, including up to $1,000,000 in deferred cash, substantial royalties from new projects, and a share of potential litigation proceeds.
• The transaction allows N2OFF to divest its majority stake in Save Foods, potentially streamlining its corporate structure or strategic focus.
• The royalty structure offers a long-term contingent consideration from Voice Assist's 'New Future Projects', including specific mention of projects in Ethiopia.

Negatives

• The deferred cash consideration is contingent on Voice Assist's future financing rounds and is capped at $1,000,000 over five years, introducing uncertainty regarding timing and full realization.
• Royalty payments are contingent on the success and profitability of 'New Future Projects' and decrease significantly after the initial three years.
• The 75% share of 'Ecolab Gross Proceeds' is contingent on the successful outcome of a legal claim, which inherently carries risk and uncertainty.
• N2OFF is divesting a majority-owned subsidiary, which could impact its current operational footprint and revenue base.

Risks

• The Closing of the Securities Exchange Agreement is subject to various conditions and contingencies, including corporate approvals, due diligence, and N2OFF receiving a satisfactory tax opinion, which may not be met.
• Forward-looking statements regarding the transaction's completion and future financial outcomes are not guaranteed and may not occur due to reasons beyond N2OFF's control.
• The realization of deferred cash consideration depends entirely on Voice Assist's ability to complete future equity and/or debt financing transactions.
• Royalty payments are dependent on the successful development and commercialization of 'New Future Projects' by Voice Assist and their generated gross profit.
• The 'Ecolab Claim' is a legal proceeding, and its outcome, including the amount and timing of any proceeds, is uncertain.
• Voice Assist controls the prosecution and settlement of the 'Ecolab Claim', which could impact N2OFF's share of proceeds, although Voice Assist is obligated to act in good faith.

Future Outlook

The Closing of the divestiture of Save Foods and the acquisition of a 19.99% stake in Voice Assist is expected within 90 days. N2OFF will continue to provide advisory and support services to Voice Assist, anticipating future revenue streams from deferred cash payments, royalties on new projects, and a share of potential litigation proceeds from the Ecolab Claim. Voice Assist is expected to pursue new commercial projects and manage the Ecolab Claim.

Management Comments

• David Palach, Chief Executive Officer of N2OFF, Inc., signed the Current Report on Form 8-K, indicating the company's official endorsement of the transaction.

Industry Context

This transaction represents a strategic shift for N2OFF, moving from direct majority ownership of Save Foods to a significant minority equity stake in Voice Assist, coupled with a long-term services and revenue-sharing agreement. This could indicate a pivot towards a more asset-light model or a focus on leveraging its expertise through advisory roles and contingent revenue streams. For Voice Assist, it signifies an acquisition that expands its operational scope by integrating Save Foods' business, potentially diversifying its offerings or market reach.

Comparison to Industry Standards

• NA

Legal Proceedings

• The 'Ecolab Claim' refers to a claim, action, or proceeding by or on behalf of Save Foods against Ecolab and/or its affiliates, concerning existing legal proceedings between Save Foods and Ecolab. N2OFF is entitled to 75% of any gross proceeds from this claim.

Related Party Transactions

• N2OFF, as the seller of Save Foods, will become a significant shareholder (19.99% fully-diluted) of Voice Assist, the acquirer. Subsequently, N2OFF will provide services to Voice Assist under a separate Services Agreement, creating an ongoing relationship between the parties.

Stakeholder Impact

• Shareholders of N2OFF will see a shift in the company's asset base, moving from direct ownership of Save Foods to an equity stake in Voice Assist and contingent revenue streams from the Services Agreement.
• Employees of Save Foods will transition under the ownership and management of Voice Assist.
• Voice Assist shareholders will experience dilution from the issuance of new shares to N2OFF but will gain the business and assets of Save Foods.

Next Steps

• Complete the Closing of the Securities Exchange Agreement within 90 days of January 13, 2026, subject to satisfaction of customary conditions.
• N2OFF to commence providing general advisory, support, collaboration, and related services to Voice Assist.
• Voice Assist to pursue 'New Future Projects' from which N2OFF will receive royalty consideration.
• Voice Assist to control the prosecution, defense, settlement, and collection of the 'Ecolab Claim', keeping N2OFF reasonably informed.
• Voice Assist to make deferred cash payments to N2OFF from future equity and/or debt financing transactions.

Key Dates

Keywords

N2OFF, Voice Assist, Save Foods, Divestiture, Equity Exchange, Services Agreement, Royalties, Litigation Proceeds, Corporate Transaction, SEC Filing, 8-K