N2OFF, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010883
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011990
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 3 previous paragraphs and 8 current paragraphs.
2 unchanged; 1 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
On May 12, 2025, we issued (i) 300,000 shares of common stock to a consultant for accounting and controller services provided to the Company; (ii) 600,000 shares of common stock to David Palach, our Chief Executive Officer, and (iii) 300,000 shares of common stock to Lital Barda, our Chief Financial Officer, under our 2022 Share Incentive Plan for services provided to us and an aggregate of 3,200,000 shares of common stock outside of the Plan to ten consultants in consideration of various financial, investor relations and business development services provided to the Company.
Current report
On May 13, 2025, as a commitment for YA II PN, Ltd. to enter into a purchase agreement with us on May 12, 2025, we issued 675,675 shares to YA II PN, Ltd., which represents $300,000 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Agreement.
Current report
On July 25, 2025, we issued an additional 574,325 shares (or a pre-funded warrant for the same number of shares) to YA II PN, Ltd. in consideration for the execution and delivery of the amendment to the Purchase Agreement, dated May 12, 2025.
Current report
On July 31, 2025, we issued an aggregate of 3,000,000 shares of common stock outside of the Plan to three consultants in consideration of investor relations and business development services provided to the Company, pursuant to consulting agreements, dated July 31, 2025.
Current report
The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.
Reworded paragraphs (1)
Previous wording
There were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
Current wording
Except as set forth below, there were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.