N2OFF, Inc.

DEF 14A 1 formdef14-a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

N2OFF, INC.

HaPardes 134 (Meshek Sander)

Neve Yarak, Israel

August 5, 2025

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 September 25, 2025 (the “Special Meeting”), at the offices of the Company’s Israel legal counsel, Meitar | Law Offices, located at 16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel.

At the Special Meeting, you will be asked to consider and vote upon the following proposals:

(1) To approve a proposed acquisition by the Company of all of the share capital of MitoCareX Bio Ltd. , a private company incorporated under the laws of the State of Israel (“MitoCareX”), pursuant to the terms and conditions of the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025 (the “Purchase Agreement”), which includes the issuance of shares of the Company’s Common Stock (as defined below) that is equal to or in excess of 20% of the Company’s outstanding Common Stock before the issuance, in accordance with applicable Nasdaq Listing Rules, and the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby (the “Acquisition Proposal”);

(2) To approve a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend the Company’s Articles of Incorporation, as amended (the “Amendment”) at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the Company’s Common Stock, at a ratio of not less than 1-for-2 and not more than 1-for-150 (the “Split Range”), with the exact ratio of the reverse stock split to be determined by the Board in its sole discretion without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”);

(3) To approve the issuance of 1,850,000 shares of the Company’s Common Stock and any additional shares of Common Stock, as applicable (the “Warrant Shares”) upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. (the “Warrant Shares Proposal”); and

(4) To authorize an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and proxy votes if there are insufficient votes in favor of the foregoing Proposals.

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@n2off.com or telephone at +972-54-721-5315 if you plan to attend the Special Meeting prior to 11:59 p.m., Israel time (4:59 p.m. EDT), on September 19, 2025, 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 Special 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 or 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 to attend the Special Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special 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 Special 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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 25, 2025

August 5, 2025

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of N2OFF, Inc., a Nevada corporation (“we,” “us,” “our,” or the “Company”). The Special Meeting will be held at 4:00 p.m., Israel time (9:00 a.m. EDT), on September 25, 2025, at the offices of the Company’s Israel legal counsel, Meitar | Law Offices, located at 16 Abba Hillel Road, 10th floor, Ramat Gan 5250608, Israel for the following purposes:

(1) To approve a proposed acquisition by the Company of all of the share capital of MitoCareX Bio Ltd. , a private company incorporated under the laws of the State of Israel (“MitoCareX”), pursuant to the terms and conditions of the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025 (the “Purchase Agreement”), which includes the issuance of shares of the Company’s Common Stock that is equal to or in excess of 20% of the Company’s outstanding Common Stock before the issuance, in accordance with applicable Nasdaq Listing Rules, and the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby (the “Acquisition Proposal”);

(2) To approve a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend the Company’s Articles of Incorporation, as amended (the “Amendment”) at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the Company’s Common Stock, at a ratio of not less than 1-for-2 and not more than 1-for-150 (the “Split Range”), with the exact ratio of the reverse stock split to be determined by the Board in its sole discretion without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”);

(3) To approve the issuance of 1,850,000 shares of the Company’s Common Stock and any additional shares of Common Stock, as applicable (the “Warrant Shares”) upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. (the “Warrant Shares Proposal”); and

(4) To authorize an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and proxy votes if there are insufficient votes in favor of the foregoing Proposals.

Stockholders are referred to the Proxy Statement accompanying this Notice for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR the Acquisition Proposal (Proposal 1); FOR the Reverse Stock Split Proposal (Proposal 2),FOR the Warrant Shares Proposal (Proposal 3) and FOR the Adjournment Proposal (Proposal 4) if presented.

The Board has fixed the close of business on August 1, 2025, as the record date (the “Record Date”). Only holders of record of shares of our Common Stock as of the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the office of the Company during regular business hours for the 10 calendar days prior to and during the Special Meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

If your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the Special Meeting in person, we request that you vote by telephone, over the Internet, or by completing, signing and mailing your proxy card to ensure that your shares will be represented at the Special Meeting.

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 or through another intermediary, please vote online, by telephone or by completing and returning the voting instruction form 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 Special Meeting and vote in person. Failure to do any of the foregoing may result in your shares not being eligible to be voted at the Special Meeting.

By Order of the Board

/s/ Amitay Weiss

Amitay Weiss

Chairman

PROXY STATEMENT

FOR

SPECIAL MEETING OF STOCKHOLDERS

To Be Held On September 25, 2025

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” the “Company,” or “N2OFF” refer to N2OFF, Inc., a Nevada corporation, and its subsidiaries. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our common stock, par value $0.0001 per share (the “Common Stock”).

The accompanying proxy is solicited by the board of directors of the Company (the “Board”) on behalf of N2OFF, Inc., a Nevada corporation, to be voted at the special meeting of stockholders of the Company (the “Special Meeting”) to be held on September 25, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”) and at any postponement(s) or adjournment(s) of the Special Meeting. This Proxy Statement and accompanying form of proxy are expected to be first sent or given to stockholders on or about August 5, 2025.

The executive offices of the Company are located at, and the mailing address of the Company is, HaPardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR

THE SPECIAL STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 25, 2025:

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on September 25, 2025: Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Special Meeting of Stockholders and Proxy Statement are also available atwww.proxyvote.com.

Proxy Statement

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