S-1/A: N2OFF Inc. Files for Resale of Up to 53.1 Million Shares Following Private Placement

N2OFF Inc. is registering for the resale of up to 53.1 million shares of common stock by selling stockholders, including shares from a recent private placement and warrants.

Summary

• N2OFF Inc. has filed a registration statement for the resale of up to 53,125,000 shares of its common stock by selling stockholders.
• The shares include (i) up to 1,704,116 shares currently held by the Selling Stockholders, (ii) up to 4,545,884 shares issuable upon the exercise of Pre-Funded Warrants and (iii) up to 46,875,000 shares issuable upon the exercise of Common Warrants.
• The company will not receive any proceeds from the sale of these shares by the selling stockholders, but may receive up to $2,250,000 if the Common Warrants are exercised for cash.
• The selling stockholders acquired these securities through a recent private placement on December 10, 2024.
• N2OFF Inc. is focused on sustainable operations in various industries such as agri-food tech, potent greenhouse gas emission and solar projects.
• The company operates through two majority-owned Israeli subsidiaries and one joint venture: Save Foods Ltd., NTWO OFF Ltd., and Solterra Renewable Energy Ltd.
• The company's stock is traded on the Nasdaq Capital Market under the symbol NITO.
• N2OFF Inc. is an emerging growth company and is subject to certain reduced public company reporting requirements.

Sentiment

Score: 5

Explanation: The document is neutral in tone, primarily focused on factual information regarding the resale of shares. The mention of risks associated with the company and its stock balances the positive aspects of the potential capital influx from warrant exercises.

Positives

• The company may receive up to $2,250,000 if the Common Warrants are exercised for cash.
• The company is focused on sustainable operations in various industries such as agri-food tech, potent greenhouse gas emission and solar projects.

Negatives

• The company will not receive any proceeds from the sale of these shares by the selling stockholders.
• The company is an emerging growth company and is subject to certain reduced public company reporting requirements.

Risks

• The market price of our common stock may be highly volatile.
• Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall.
• Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.
• We may be subject to securities litigation, which is expensive and could divert management attention.
• If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline.
• We do not anticipate paying any cash dividends in the foreseeable future.
• Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.
• Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
• We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements.
• We face risks related to compliance with corporate governance laws and financial reporting standards.
• The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.
• If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations.
• Sales of substantial amounts of our common stock by Selling Stockholders, or the perception that these sales could occur, could result in dilution of our stockholders and adversely affect the price of our common stock.
• We may use proceeds from any exercise of the Warrants for cash in ways with which you may not agree or in ways which may not yield a significant return.

Future Outlook

The Selling Stockholders will determine when and how they will sell the common stock covered by this prospectus.

Industry Context

The document does not provide enough information to determine the industry context.

Corporate Governance

Legal Proceedings

• A claim was filed against the registration of our Patent No. 11825901.9, which is scheduled for a court hearing in November 2024.

Related Party Transactions

• On December 22, 2024, the Company, entered into a Loan Agreement with MitoCareX Bio Ltd., an Israeli private company, and L.I.A. Pure Capital Ltd., an Israeli company, one of the Selling Stockholders and a consultant to the Company, pursuant to which the Company agreed to loan $250,000 to MitoCareX.
• The Chief Executive Officer of MitoCareX is Dr. Alon Silberman, the brother of the owner of Pure Capital, Kfir Zilberman.

Stakeholder Impact

• The resale of shares by selling stockholders could potentially dilute existing stockholders.
• The potential exercise of warrants could provide the company with additional capital for general corporate purposes.

Key Dates

Keywords

resale, common stock, private placement, warrants, N2OFF, selling stockholders, securities