DEF: N2OFF Sets Annual Meeting Agenda, Seeks Share Plan Boost

N2OFF, Inc. announced its annual stockholder meeting to vote on director elections, a significant increase in its share incentive plan, and an advisory vote on director share grants.

Summary

• N2OFF, Inc. will hold its Annual Meeting of Stockholders on December 16, 2025, at 4:30 p.m. Israel time (9:30 a.m. EST) at Meitar | Law Offices in Ramat Gan, Israel.
• Stockholders will vote on the re-election of two Class I directors, Ronen Rosenbloom and Israel Berenstein, to serve three-year terms.
• A proposal to increase the shares available for issuance under the Save Foods, Inc. 2022 Share Incentive Plan by an additional 314,286 shares will be voted upon, bringing the total pool to 1,094,899 shares.
• An advisory, non-binding vote will be held to approve a grant of 750,000 restricted shares to members of the board of directors under the 2022 Plan, contingent on the approval of the plan amendment.
• Stockholders will also vote on the ratification of Somekh Chaikin (KPMG International) as the independent auditors for the fiscal year ended December 31, 2025.
• The board of directors recommends a 'FOR' vote on all proposals.
• The record date for voting was October 24, 2025, with 2,682,483 shares of common stock outstanding.

Sentiment

Score: 6

Explanation: The filing presents a generally positive outlook on corporate governance and strategic initiatives to retain talent and align director interests. However, the underlying issue of 'out of the money' options and the need for significant share increases to incentivize personnel, coupled with numerous complex related party transactions, introduces elements of caution. The sentiment is cautiously positive, reflecting proactive measures to address challenges and pursue growth, but with inherent risks and potential dilution.

Positives

• The board of directors is proactively seeking to increase the share incentive plan to attract and retain key employees, contractors, and outside directors, which is essential for long-term growth and success.
• The company maintains a clear separation of the Chairman of the Board and Chief Executive Officer roles, which is believed to reinforce board independence and oversight.
• All directors nominated for re-election and serving on key committees (Audit, Nominating and Corporate Governance, Compensation) are determined to be independent.
• The Audit Committee chair, Udi Kalifi, qualifies as an audit committee financial expert, enhancing financial oversight.
• The company has adopted a Code of Business Conduct and Ethics and an Anti-Hedging Policy, demonstrating commitment to corporate governance.
• All Section 16(a) reports for reporting persons were believed to be timely filed during 2024.

Negatives

• Many outstanding equity awards granted to employees in the past are 'significantly out of the money,' meaning their exercise prices are above the current fair market value, potentially reducing their incentive value.
• Current officers hold 'little or no actual shares of common stock' in the company, which the board believes impairs the ability to attract and retain key personnel.

Risks

• The current insufficient number of shares remaining under the 2022 Share Incentive Plan poses a risk to the company's ability to attract and retain key employees, service providers, and outside directors in a competitive labor market.
• The fact that much of the outstanding equity granted to employees is 'significantly out of the money' could lead to decreased motivation or departure of key personnel.
• Extensive related party transactions, while disclosed, introduce potential conflicts of interest and require careful oversight to ensure they are conducted on an arm's-length basis and are in the best interest of all stockholders.
• The advisory vote on granting 750,000 restricted shares to directors, if approved, will result in dilution for existing shareholders.

Future Outlook

The company aims to enhance its ability to attract and retain key talent by increasing the shares available under its 2022 Share Incentive Plan, which is deemed essential for long-term growth. The proposed grant of restricted shares to directors is intended to further incentivize their service and align their interests with the company's stock price and business objectives. The company also anticipates potential proceeds from future financing activities related to the MitoCareX merger agreement.

Management Comments

• "Your vote is very important, regardless of the number of shares of our voting securities that you own. I encourage you to vote by telephone, over the Internet, or by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the annual meeting, whether or not you plan to attend." Amitay Weiss, Chairman
• "On behalf of the board of directors, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the meeting in person." Amitay Weiss, Chairman
• "We believe that our 2022 Plan is a necessary and powerful tool in attracting and retaining the services of key employees, key contractors, and outside directors in a competitive labor market, which is essential to our long-term growth and success."
• "We also need to ensure that we can continue to provide an incentive to our current employees, service providers and outside directors, many of whom hold outstanding options that were previously awarded under the 2022 Plan with exercise prices above the current fair market value of our common stock."
• "Moreover, having such a small percentage of our fully diluted capitalization reserved for employees and directors will impair our ability to both attract and retain key persons going forward."
• "Accordingly, it is the judgment of our board of directors that increasing the number of shares of common stock available for issuance under the 2022 Plan pursuant to the Second Amendment is in the best interest of the Company and its stockholders."
• "We believe that the proposed director grants fairly accomplishes the abovementioned objectives [rewarding past service, incentivizing future service, linking compensation to stock price, enabling voting rights, linking to business objectives, encouraging long-term success]."

Industry Context

The company's proactive approach to increasing its share incentive plan reflects a common industry trend where competitive labor markets necessitate robust equity compensation programs to attract and retain top talent. The company's involvement in various related party transactions across different sectors like agri-tech (Plantify), biotech (MitoCareX), and renewable energy (Solterra) indicates a diversified strategic focus, potentially leveraging synergies or expanding its operational footprint through partnerships and investments. The emphasis on corporate governance, including independent directors and clear board structures, aligns with broader expectations for publicly traded companies.

Comparison to Industry Standards

• The company states that the increase contemplated under the Second Amendment to the 2022 Plan to increase the number of shares available for issuance 'reflects best practices in our industry'.
• The company believes its current number of shares issuable pursuant to the 2022 Plan relative to its fully diluted capitalization is 'disproportionately low, compared to our peer companies', indicating a need to align with industry benchmarks for equity compensation pools.

Management Changes

Corporate Governance

Related Party Transactions

• **Plantify Securities Exchange:** On March 31, 2023, N2OFF entered into a securities exchange agreement with Plantify, resulting in N2OFF owning approximately 25% of Plantify's outstanding shares as of January 12, 2025. N2OFF directors Asaf Itzhaik and Israel Berenstein also serve on Plantify's board of directors.
• **MitoCareX Agreement:** On October 16, 2025, N2OFF closed a merger with MitoCareX Bio Ltd. Alon Silberman, MitoCareX's CEO, is the brother of Kfir Silberman, owner of Pure Capital (a 5% N2OFF stockholder and lender). N2OFF board members Amitay Weiss and Liat Sidi also serve on the board of SciSparc Ltd., a seller in the MitoCareX Agreement. Sellers are entitled to 30% of N2OFF's financing proceeds up to $1,600,000 within five years.
• **MitoCareX Loans:** N2OFF lent an aggregate of $250,000 to MitoCareX across four loan agreements (December 22, 2024, March 12, 2025, May 22, 2025, August 17, 2025), with Pure Capital guaranteeing repayment. Loan terms for the first two were extended by 180 days on May 22, 2025.
• **Solterra Transactions:** N2OFF committed EUR 375,000 to a loan agreement with Solterra Renewable Energy Ltd. (SRE) on June 30, 2024, and EUR 1,560,000 to a loan and partnership agreement with Horizons RES PE1 UG & Co. KG and SRE on July 31, 2024. N2OFF director Amitay Weiss also serves on the board of Solterra Energy Ltd., SRE's parent company. N2OFF acquired shares in Solterra Energy on November 27, 2024 (NIS 300,000) and December 31, 2024 (NIS 501,000). On February 24, 2025, N2OFF's subsidiary agreed to acquire 70% of SB Impact 4 Ltd. and lend EUR 2,300,000 for battery storage projects in Sicily, Italy.
• **Pure Capital Credit Facility:** On October 1, 2024, N2OFF entered into a EUR 6,000,000 facility agreement with L.I.A. Pure Capital Ltd. (owned by Kfir Silberman, brother of MitoCareX CEO Alon Silberman). N2OFF also issued a five-year warrant to Pure Capital to purchase 52,858 common shares at $3.5 per share, with exercise contingent on stockholder approval (obtained September 25, 2025). N2OFF issued 33,533 shares to Pure Capital for consulting services between January 2023 and July 2025.

Stakeholder Impact

• **Shareholders:** Will be asked to vote on significant proposals, including director elections and a substantial increase in the share incentive plan, which could lead to dilution. The advisory vote on director share grants also directly impacts shareholder value and governance.
• **Employees/Service Providers:** The proposed increase in the 2022 Share Incentive Plan is intended to provide stronger incentives and improve retention, particularly given that many existing options are 'out of the money.'
• **Directors:** Subject to re-election and will be beneficiaries of the proposed share grants, linking their compensation more directly to company performance and stock price.
• **Creditors/Lenders:** Involved in various loan agreements and credit facilities, particularly Pure Capital and those related to Solterra and MitoCareX, indicating ongoing financial relationships.
• **Customers/Suppliers:** Not directly impacted by the governance and compensation proposals, but the company's strategic investments and ability to retain talent could indirectly affect operational stability and future offerings.

Next Steps

• Stockholders are encouraged to vote on the proposals by telephone, internet, mail, or in person at the Annual Meeting.
• The Annual Meeting of Stockholders will be held on December 16, 2025.
• Voting results are expected to be published in a Current Report on Form 8-K within four business days following the Annual Meeting.
• Stockholders intending to submit proposals for the next annual meeting's proxy statement must do so by June 25, 2026.
• Stockholders wishing to submit nominations or proposals directly at the next annual meeting must do so between August 21, 2026, and September 20, 2026.

Key Dates

Recommendation

The filing is a proxy statement primarily focused on corporate governance, director elections, and compensation plans, rather than operational or financial performance. While the proposed increase in the share incentive plan and the advisory vote on director share grants are significant and could lead to dilution, they are presented as necessary steps to attract and retain key talent and align interests, which could be beneficial long-term. The extensive related party transactions require careful monitoring but are not immediately indicative of a 'buy' or 'sell' signal without further operational context. Given the nature of the information, a 'hold' recommendation is appropriate, suggesting investors maintain their current position while observing the outcomes of these governance decisions and their subsequent impact on the company's strategic execution and financial performance.

Keywords

N2OFF, proxy statement, annual meeting, corporate governance, share incentive plan, director election, auditor ratification, related party transactions, executive compensation, stockholder vote, SEC filing