N2OFF, Inc. Files S-1 for Public Offering

TL;DR

N2OFF (fka Save Foods) just filed an S-1, looks like they're going public.

AI Summary

N2OFF, Inc. filed an S-1 registration statement on January 17, 2025, indicating its intent to offer securities. The company, formerly known as Save Foods, Inc., is incorporated in Nevada and operates in the agriculture chemicals sector. Its principal executive offices are located in New York, NY.

Why It Matters

This S-1 filing signals N2OFF, Inc.'s move towards becoming a publicly traded company, which could impact its access to capital and future growth strategies.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents an early stage of a public offering, which inherently carries market and execution risks.

Key Numbers

• 333-284337 — SEC File Number (Identifies the specific SEC registration)
• 0001789192 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• N2OFF, Inc. (company) — Registrant
• Save Foods, Inc. (company) — Former company name
• January 17, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 156 FIFTH AVENUE 10TH FLOOR (address) — Business and mail address
• New York, NY (location) — City and State of business address

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share, consisting of (i) up to 1,70
• $0.82 — stock on the Nasdaq Capital Market was $0.82 per share. We are an “emerging
• $2,280,000 — of €2.08 million (approximately USD$2,280,000). We intend to continue to collaborate
• $1.00 m — that it was not in compliance with the $1.00 minimum bid price requirement set forth i
• $1.00 — any’s common stock had been below $1.00 per share for thirty consecutive busine
• $0.848 — ent Shares”) to the Company at CDN$0.848 per share in full payment of debt owed
• $2,052,879.39 — o the Company in aggregate amount of CDN$2,052,879.39 (the “Debt”). The Debt cons
• $1,691,342 — t”). The Debt consisted of (i) CDN$1,691,342.47, representing the principal and accr
• $258,240.66 — h matured on October 4, 2024 and (ii) US$258,240.66 representing draws against a line of cr
• $1,500,000 — gregate gross proceeds of approximately $1,500,000 (the “Private Placement”) a
• $0.24 — uo;Units”) at a purchase price of $0.24 per unit (less $0.00001 per pre-funded
• $0.00001 — purchase price of $0.24 per unit (less $0.00001 per pre-funded unit). Each Unit consist
• $0 — ercisable and have an exercise price of $0.24, subject to certain anti-dilution an
• $0.048 — gered. The floor price is not less than $0.048 (20% of $0.24), subject to customary ad
• $250,000 — ant to which the Company agreed to loan $250,000 (the “Principal”) to MitoCa

Filing Documents

• forms-1.htm (S-1) — 380KB
• ex5-1.htm (EX-5.1) — 19KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 20KB
• ex5-1_002.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-002758.txt ( ) — 434KB

Forward-Looking Statements” on page 1

Forward-Looking Statements” on page 1 . Overview We are focused on sustainable operations in various of industries such as agri-food tech, potent green house gas emission and solar projects, specializing in eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides. We operate through two majority-owned Israeli subsidiaries and one joint venture: (1) Save Foods develops and markets eco-friendly “green” solutions for the food industry. Our solutions are aimed to improve the food safety and the shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss. We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life. The solutions are based on our proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations. Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides. Our “green” solutions are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. By forming a temporary protective shield around the fresh produce we treat, our solutions make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination. (2) NTWO OFF , incorporated in August 2023, offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide. Through

View Full Filing

View this S-1 filing on SEC EDGAR