N2OFF, Inc. Files S-1/A for Securities Registration

TL;DR

N2OFF (ex-Save Foods) filing S-1/A, looks like they're selling shares soon.

AI Summary

N2OFF, Inc. (formerly Save Foods, Inc.) filed an S-1/A on August 19, 2025, to register securities. The company, incorporated in Nevada, operates in the agriculture chemicals sector. Its business address is in New York, NY.

Why It Matters

This filing indicates N2OFF, Inc. is preparing to offer securities to the public, which could lead to new investment opportunities or dilution for existing shareholders.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it signals a potential offering of securities, which carries inherent market and company-specific risks.

Key Numbers

• 333-289293 — SEC File Number (Identifies the specific SEC registration file for N2OFF, Inc.)
• 251232463 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• N2OFF, Inc. (company) — Filer of the S-1/A
• Save Foods, Inc. (company) — Former name of N2OFF, Inc.
• 20250819 (date) — Filing date of the S-1/A
• 156 FIFTH AVENUE 10TH FLOOR (address) — Business and mailing address of N2OFF, Inc.
• New York, NY (location) — City and State of N2OFF, Inc.'s business address

FAQ

Key Financial Figures

• $0.0001 — ,898, shares of common stock, par value $0.0001 per share of N2OFF, Inc., a Nevada corp
• $20 million — ng Stockholder agreed to purchase up to $20 million shares of the Company's common stock ov
• $3,134,745 — ate of the SEPA. As of the date hereof, $3,134,745 worth of shares have been sold to the S
• $16,865,255 — en sold to the Selling Stockholder with $16,865,255 of the total $20 million remaining for
• $20 million — ockholder with $16,865,255 of the total $20 million remaining for sale. The price of the co
• $0.2440 — price of our common stock on Nasdaq was $0.2440 per share. We are an "emerging growth
• $3,000,000 — mpany the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be
• $1,500,000 — mount of $3,000,000, of which (i) up to $1,500,000 will be made available within 60 days f
• $150,000 — older in ten equal monthly installments $150,000 of principal and accrued and unpaid int
• $15,000 — elling Stockholder a structuring fee of $15,000 and issued 675,675 Commitment Shares to
• $300,000 — he Selling Stockholder which represents $300,000 worth of shares based on the last closi
• $4,000 — to Yaaran for NIS 15,000 (approximately $4,000). The NTWO Agreement also provided that
• $250,000 — ant to which the Company agreed to loan $250,000 (the "Principal") to MitoCareX with int
• $372,000 — tal pursuant to which we agreed to loan $372,000 (the "Fourth Loan Principal") to MitoCa

Filing Documents

• forms-1a.htm (S-1/A) — 4291KB
• ex23-1.htm (EX-23.1) — 2KB
• forms-1a_001.jpg (GRAPHIC) — 32KB
• 0001493152-25-012164.txt ( ) — 17761KB
• nito-20250630.xsd (EX-101.SCH) — 103KB
• nito-20250630_cal.xml (EX-101.CAL) — 94KB
• nito-20250630_def.xml (EX-101.DEF) — 489KB
• nito-20250630_lab.xml (EX-101.LAB) — 705KB
• nito-20250630_pre.xml (EX-101.PRE) — 621KB
• forms-1a_htm.xml (XML) — 3210KB

USE OF PROCEEDS

USE OF PROCEEDS 30 MARKET FOR COMMON STOCK 30 SELLING STOCKHOLDERS 36 DESCRIPTION OF CAPTIAL STOCK 37 PLAN OF DISTRIBUTION 39 MANAGEMENT'S DISCUSSION AND ANANYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40 OUR BUSINESS 55 MANAGEMENT 79

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 84

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 86 LEGAL 89 EXPERTS 89 WHERE YOU CAN FIND MORE INFORMATION 89

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-1 ii ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC"). The Selling Stockholder named in this prospectus may from time to time sell the securities described in the prospectus. You should read this prospectus together with the more detailed information regarding our company, our common stock, and our financial statements and notes to those statements that are included in this prospectus and any additional information that we incorporate in this prospectus by reference, which we describe under the heading "Where You Can Find More Information." You should rely only on the information contained in, or incorporated by reference in, this prospectus and in any accompanying prospectus supplement. We have not authorized anyone to provide you with different information from that contained in, or incorporated by reference in, this prospectus. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. As used in this prospectus and unless otherwise indicated, the terms "N2OFF," "we," "us," "our," or "our company" refer to N2OFF, Inc. and Save Foods Ltd., our 98.48% owned subsidiary, organized in the State of Israel ("Save Foods"), and our wholly-owned subsidiary, NITO Renewable Energy, Inc., a

View Full Filing

View this S-1/A filing on SEC EDGAR