8-K: N2OFF Secures New Funding, Implements 1-for-35 Reverse Stock Split

N2OFF, Inc. announced additional funding for a battery storage study and the effectiveness of a 1-for-35 reverse stock split.

Summary

• N2OFF, Inc. (the Company) entered into Addendum No. 2 to the Loan and Partnership Agreement, providing an additional €600,000 in funding.
• The new funding, bearing 7% interest per annum, is intended to initiate a study for optimizing a battery storage facility near the Melz PV Project.
• N2OFF, Inc. is a significant lender in this agreement, committing 75% of the €600,000 principal amount, totaling €450,000.
• The Company previously committed €375,000 to a €500,000 loan for Solterra Renewable Energy Ltd. and €1,560,000 to a €2,080,000 loan for Horizons RES PE1 UG (haftungsbeschrnkt) & Co. KG (the Partnership).
• On September 3, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation to effect a 1-for-35 reverse stock split.
• The reverse stock split was approved by stockholders on June 28, 2024, and the Board determined the 1-for-35 ratio.
• The Company will notify Nasdaq to determine the marketplace effective date for trading on a split-adjusted basis under the current symbol NITO with a new CUSIP number.

Sentiment

Score: 5

Explanation: The sentiment is mixed. New funding for a strategic renewable energy project is positive, indicating growth and investment. However, the 1-for-35 reverse stock split is generally viewed negatively, often signaling underlying issues with share price or market perception, balancing out the positive news.

Positives

• Secured additional funding of €600,000 for a strategic battery storage project, indicating continued investment in renewable energy initiatives.
• The 7% interest rate on the loans provides a steady income stream for N2OFF, Inc. from its lending activities.
• Continued partnership with Solterra Renewable Energy Ltd. and Horizons RES PE1 UG, reinforcing existing strategic alliances in the renewable energy sector.

Negatives

• The implementation of a 1-for-35 reverse stock split often signals a low share price and can be perceived negatively by investors, potentially indicating concerns about meeting listing requirements or improving stock liquidity.
• While intended to be in the best interest of the Company and stockholders, reverse stock splits can sometimes lead to further share price declines post-split.

Risks

• The success of the Melz battery storage facility optimization study and subsequent project development is subject to execution risks and market conditions in the renewable energy sector.
• The reverse stock split carries a risk of not achieving its intended effect of increasing share price or maintaining Nasdaq listing, and could potentially lead to reduced trading liquidity or investor confidence.
• The Company's significant lending exposure to Solterra and its wholly-owned Partnership introduces concentration risk, as the performance of these investments is tied to the success of the renewable energy projects.

Future Outlook

The Company intends to take immediate steps to notify Nasdaq regarding the reverse stock split to determine the marketplace effective date for trading on a split-adjusted basis. Proceeds from the new funding are earmarked to initiate a study for optimizing a battery storage facility near the Melz PV Project, indicating future development in renewable energy infrastructure.

Management Comments

• The Board determined that it is in the best interests of the Company and its stockholders to effectuate a reverse stock split of the Common Stock at a ratio of one-for-thirty-five (1-for-35).

Industry Context

The additional funding for a battery storage facility study aligns with the broader industry trend towards increasing renewable energy integration and grid modernization. Battery storage is crucial for stabilizing intermittent renewable sources like solar (PV projects) and enhancing energy independence. This move positions N2OFF, Inc. to potentially capitalize on the growing demand for energy storage solutions within the renewable energy sector, a key area of focus for many competitors and governments.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• N2OFF, Inc. is a lender to Solterra Renewable Energy Ltd. and Horizons RES PE1 UG (haftungsbeschrnkt) & Co. KG (the Partnership). Solterra Renewable Energy Ltd. wholly owns the Partnership. This establishes a related party relationship where N2OFF, Inc. is providing financing to entities within the same group.

Stakeholder Impact

• Shareholders: The 1-for-35 reverse stock split will significantly reduce the number of shares held by each shareholder, while proportionally increasing the per-share price. This could impact liquidity and market perception, though it's intended to be beneficial for Nasdaq listing compliance.
• Lenders (including N2OFF, Inc.): The additional loan funding and existing loan agreements provide interest income at 7% per annum, but also expose lenders to the performance and risks of the renewable energy projects being financed.

Next Steps

• N2OFF, Inc. will notify the Listing Qualifications Department of The Nasdaq Stock Market LLC to determine the marketplace effective date for trading of its common stock on a split-adjusted basis.
• Proceeds from Addendum No. 2 will be used to initiate a study for optimizing a battery storage facility near the Melz PV Project.

Key Dates

Keywords

Reverse Stock Split, Battery Storage, Renewable Energy, SEC Filing, N2OFF, Solterra, Horizons RES PE1, Loan Agreement, Corporate Governance, Nasdaq