N2OFF Inc

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

N2OFF, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

N2OFF, INC.

HaPardes 134 (Meshek Sander))

Neve Yarak, Israel

May 31, 2024

Dear Stockholder:

You are cordially invited to attend the special meeting of stockholders of N2OFF, Inc. (the “Company”) to be held at 4:00 p.m., Israel time (9:00 a.m. EDT), on June 28, 2024, at the offices of the Company’s legal counsel, The Crone Law Group, P.C., located at HaArba’a Street 28, South Tower, 19 th floor, Tel Aviv 6473925, Israelfor the following purposes:

1. To approve an amendment to our Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing a reverse stock split of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than 1-for-2 and not more than 1-for-35 (the “Reverse Split Range”), and to grant our Board the discretionary authority to determine the exact ratio of the Reverse Stock Split within the Reverse Split Range and to effect the Reverse Split Amendment at such time and date, if at all, as to be determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”);

2. To approve an amendment to our Articles of Incorporation, as amended (the “Authorized Share Amendment”), to increase the aggregate number of authorized shares of our capital stock, from five hundred million (500,000,000) shares, consisting of four hundred million ninety-five thousand (495,000,000) shares of common stock, $0.0001 par value per share (the “Common Stock”) and five million (5,000,000) shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to ten billion five million (10,005,000,000) shares, consisting of ten billion (10,000,000,000) shares of Common Stock and five million (5,000,000) shares of Preferred Stock (the “Authorized Capital Increase Proposal”); and

3. To authorize an adjournment of the meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal and the Authorized Capital Increase Proposal (the “Adjournment Proposal”).

In order to facilitate your attendance at the Special Meeting, we strongly encourage you to advise David Palach, our Chief Executive Officer, by email at david@savefoods.co or telephone at +972-54-721-5315 if you plan to attend the meeting prior to 11:59 p.m., Israel time (4:59 p.m. EDT), on June 27, 2024, so that we can timely provide your name to building security. If you do not advise us ahead of time that you will be attending the Special Meeting, we encourage you to arrive at the meeting no later than 4:00 p.m., Israel time (9:00 a.m. EDT), to ensure that you are able to pass through security prior to the start of the meeting.

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 special meeting, whether or not you plan to attend. If you attend the special meeting in person, you will, of course, have the right to revoke the proxy and vote your shares in person.

If your shares are held in the name of a broker, trust, bank or other intermediary, and you receive notice of the special meeting through your broker/another intermediary, please vote or return the materials in accordance with the instructions provided to you by such broker or other intermediary, or contact your broker directly in order to obtain a proxy issued to you by your intermediary holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.

On behalf of our Board, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the meeting in person. Thank you for your support of our Company.

Sincerely,

/s/ Amitay Weiss

Amitay Weiss Chairman

N2OFF, Inc.

HaPardes 134 (Meshek Sander)

Neve Yarak, 4994500 Israel

(347) 468 9583