Core Viewpoint - N2OFF, Inc. has announced the approval of the acquisition of MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, by its stockholders during a special meeting held on September 25, 2025 [1] Company Overview - N2OFF, Inc. is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, currently leading four solar projects across three EU countries [6] - The company also controls approximately 98% of Save Foods Ltd., which focuses on post-harvest treatments for fruits and vegetables [7] Acquisition Details - The acquisition agreement involves N2OFF purchasing 6,622 shares from SciSparc Ltd. for $700,000 and exchanging additional shares for 40% of MitoCareX's fully diluted capital stock [3] - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, and may be entitled to milestone-based issuances of up to 25% of N2OFF's common stock [3][4] - N2OFF is committed to financially support MitoCareX with an initial cash investment of $1,000,000 during the first two years post-acquisition [4] MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [2] - The global Cancer Therapeutics and Biotherapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, indicating significant growth potential in this sector [2]

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No. 333-289293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Nevada 2000 26-4684680 HaPardes 134 (M ...

As filed with the Securities and Exchange Commission on August 19, 2025 Registration No. 333-289293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Nevada 2000 26-4684680 HaPardes 134 (M ...

As filed with the Securities and Exchange Commission on August 6, 2025 (Exact name of registrant as specified in its charter) incorporation or organization) Classification Code Number) Identification Number) Registration No. 333-______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. Nevada 2000 26-4684680 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer HaPardes 134 (Meshek Sander) Nev ...

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No. 333-______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. (Exact name of registrant as specified in its charter) incorporation or organization) Classification Code Number) Identification Number) Nevada 2000 26-4684680 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer HaPardes 134 (Meshek Sander) Nev ...

Core Viewpoint - N2OFF, Inc. has entered into a definitive agreement to acquire MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, which will enhance N2OFF's portfolio in sustainable solutions and innovation in agri-tech and clean technology [1][2]. Group 1: Acquisition Details - N2OFF will acquire full ownership of MitoCareX by purchasing 4,961 shares for $700,000 and exchanging additional shares for 40% of N2OFF's fully diluted capital stock [2]. - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years following the acquisition [2]. - The agreement includes milestone-based issuances of up to 25% of N2OFF's common stock, calculated on a fully diluted basis [3]. Group 2: MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [4]. - The company utilizes advanced 3D comparative modeling and in-vitro screening systems to identify and validate anti-cancer small molecule therapeutics [4]. - The global Cancer Therapeutics and Biotherapeutics market is projected to grow from $194.1 billion in 2024 to $344.1 billion by 2031, indicating significant market potential for MitoCareX's innovations [4]. Group 3: Financial Commitment - N2OFF is committed to financially support MitoCareX's operations with an initial cash investment of $1,000,000 during the first two years post-acquisition [5]. - The board of MitoCareX will be reconstituted with appointees from N2OFF upon closing of the transaction [2][5]. Group 4: Company Background - N2OFF, Inc. focuses on sustainable solutions for energy and agri-tech, including greenhouse gas emissions reduction and solar energy projects [7]. - The company has recently entered the solar PV market and is involved in projects with a total capacity of 111 MWp [7].