N2OFF Sets Dec. 16 Shareholder Vote on Directors, Equity Plan Boost

TL;DR

**NXTS is asking shareholders to greenlight more stock for execs and directors, which could dilute your holdings, so pay attention to that proxy!**

AI Summary

N2OFF, Inc. (NXTS) is holding its Annual Meeting of Stockholders on December 16, 2025, to address several key corporate governance matters. Stockholders will vote on the election of two Class I directors, Ronen Rosenbloom and Israel Berenstein, for a three-year term. A significant proposal involves the approval of an increase in shares available for issuance under the Save Foods, Inc. 2022 Share Incentive Plan, which could impact future equity compensation. Additionally, there will be an advisory vote to approve a grant of shares to members of the Company's board of directors under the same 2022 Plan, contingent on the plan amendment's approval. The company also seeks ratification of Somekh Chaikin, a member of KPMG International, as its independent auditors for the fiscal year ended December 31, 2025. The board of directors unanimously recommends a 'FOR' vote on all proposals, emphasizing the importance of stockholder participation. The record date for voting was October 24, 2025, with 2,682,483 shares of common stock issued and outstanding.

Why It Matters

This DEF 14A filing outlines critical governance decisions for N2OFF, Inc., directly impacting investor confidence and future executive incentives. The proposed increase in the 2022 Share Incentive Plan and the advisory vote on share grants to directors could lead to significant dilution for existing shareholders, making it crucial for investors to understand the long-term equity strategy. For employees, a robust share incentive plan can be a key retention tool, while the ratification of KPMG as auditors signals a commitment to financial oversight. In a competitive market, transparent and well-governed compensation structures are vital for attracting and retaining top talent and maintaining market credibility.

Risk Assessment

Risk Level: medium — The filing indicates a medium risk level due to the proposals concerning equity compensation. Proposal 2, the '2022 Plan Amendment,' seeks to increase shares available for issuance, which could lead to dilution for existing shareholders. Proposal 3, the 'Advisory Vote on Grant of Shares' to board members, further highlights potential dilution and compensation costs, directly impacting shareholder value if approved.

Analyst Insight

Investors should carefully review Proposals 2 and 3 regarding the 2022 Share Incentive Plan and director share grants. Consider the potential for dilution and the impact on shareholder value before casting your vote. Engage with N2OFF's investor relations if you have concerns about the scope of the proposed equity increases.

Key Numbers

• 2025-12-16 — Annual Meeting Date (Date of N2OFF, Inc.'s Annual Meeting of Stockholders)
• 2025-10-24 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 2,682,483 — Shares Outstanding (Number of common stock shares issued and outstanding as of the Record Date)
• 33.33% — Quorum Requirement (Percentage of voting power required for a quorum at the Annual Meeting)
• $0.0001 — Par Value per Share (Par value of N2OFF, Inc. common stock)

Key Players & Entities

• N2OFF, Inc. (company) — Registrant and company holding the annual meeting
• David Palach (person) — Chief Executive Officer of N2OFF, Inc. and designated proxy
• Amitay Weiss (person) — Chairman of N2OFF, Inc.
• Ronen Rosenbloom (person) — Nominee for Class I Director
• Israel Berenstein (person) — Nominee for Class I Director
• Somekh Chaikin (company) — Independent auditors for N2OFF, Inc., member of KPMG International
• Securities Transfer Corporation (company) — Stock transfer agent for N2OFF, Inc.
• Broadridge Financial Solutions, Inc. (company) — Inspector of election for N2OFF, Inc.
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq (regulator) — The Nasdaq Stock Market LLC

FAQ

Industry Context

N2OFF, Inc. operates within the broader technology and potentially food-related sectors, depending on the 'Save Foods' aspect. The company is seeking shareholder approval for equity-based compensation plans, which is common in growth-oriented companies aiming to attract and retain talent. The focus on director elections and auditor ratification are standard corporate governance procedures.

Regulatory Implications

The company is adhering to SEC regulations by filing a DEF 14A proxy statement to solicit shareholder votes. The proposals regarding the share incentive plan and auditor ratification are subject to shareholder approval and regulatory oversight, ensuring transparency and proper corporate governance.

What Investors Should Do

1. Review the proposals for the Annual Meeting, particularly the amendment to the 2022 Share Incentive Plan and the advisory vote on share grants to the board, to understand the potential dilution and compensation impact.
2. Vote on the election of Ronen Rosenbloom and Israel Berenstein as Class I directors, considering their qualifications and the board's recommendation.
3. Consider the ratification of Somekh Chaikin as the independent auditor, ensuring confidence in the company's financial reporting.
4. Ensure your vote is cast by the deadline, as participation is crucial for corporate governance and decision-making.

Key Dates

• 2025-12-16: Annual Meeting of Stockholders — Stockholders will vote on director elections, amendments to the 2022 Share Incentive Plan, advisory vote on share grants to the board, and ratification of independent auditors.
• 2025-10-24: Record Date — Determined the stockholders entitled to vote at the Annual Meeting.

Glossary

DEF 14A

A proxy statement filed with the SEC by public companies soliciting shareholder votes. (This document outlines the proposals and information shareholders need to consider before voting at the Annual Meeting.)

Class I directors

Directors who are part of a specific class in a staggered board structure, typically serving a multi-year term. (Shareholders are voting to elect two Class I directors for a three-year term.)

Save Foods, Inc. 2022 Share Incentive Plan

A plan established by the company to grant equity-based compensation to employees, directors, and consultants. (Shareholders are voting on an amendment to increase the shares available under this plan and an advisory vote on granting shares from it to the board.)

Independent registered public accounting firm

An external audit firm that is independent of the company and registered with the PCAOB, responsible for auditing the company's financial statements. (Shareholders are being asked to ratify the appointment of Somekh Chaikin as the company's independent auditor for the fiscal year ending December 31, 2025.)

Householding

A cost-saving practice where a single proxy statement is sent to multiple stockholders sharing the same address, unless otherwise requested. (Explains how proxy materials are delivered to stockholders and how they can request individual copies.)

Year-Over-Year Comparison

This filing is a proxy statement for an upcoming annual meeting and does not contain comparative financial data from a previous year's annual report (10-K) or proxy statement. Therefore, a direct comparison of key metrics like revenue growth or margin changes is not possible based solely on this document.

Key Financial Figures

• $0.0001 — consist of our common stock, par value $0.0001 per share. The accompanying proxy is

Filing Documents

• formdef14a.htm (DEF 14A) — 404KB
• formdef14a_001.jpg (GRAPHIC) — 6KB
• 0001493152-25-020585.txt ( ) — 413KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12 PROPOSAL 1: ELECTION OF CLASS i DIRECTORS 13 EXECUTIVE OFFICERS 15

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 16 PROPOSAL 2: APPROVAL OF AMENDMENT TO THE 2022 PLAN 17 PROPOSAL 3: Advisory vote to approve a grant of shares to members of the Company’s board of directorS 20 PROPOSAL 4: RATIFICATION OF APPOINTMENT OF sOMEKH CHaikin, CERTIFIED PUBLIC ACCOUNTANTS, A MEMBER OF KPMG International, AS The company’s INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20 ANNEX A – SECOND AMENDMENT TO THE SAVE FOODS, INC. 2022 SHARE INCENTIVE PLAN A-1 i ABOUT THE ANNUAL MEETING What is a proxy? A proxy is another person whom you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.” If you are a street name holder, you must obtain a proxy from your broker or intermediary in order to vote your shares in person at the Annual Meeting. What is a proxy statement? A proxy statement is a document that regulations of the Securities and Exchange Commission (the “SEC”) require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. What is the purpose of the Annual Meeting? At our Annual Meeting, stockholders will act upon the matters outlined in the Notice, including the following: (1) Election of two Class I directors to serve on our board of directors for a term of three years or until their successors are elected and qualified, for which Ronen Rosenbloom and Israel Berenstein are the nominees (the “Director Election Proposal”). (2) Approval of increase in shares available for issuance under the Save Foods, Inc. 2022 Share Incentive Plan (the “2022 Plan Amendment” and the “2022 Plan”, respectively). (3) Advisory vote to approve a grant of shares to members of the Company’s board of directors, under the 2022 Plan, and subject to the approval of the 2022 Plan Amendment (the “Advisory Vote on Grant

View Full Filing

View this DEF 14A filing on SEC EDGAR