N2OFF, Inc.

PROPOSAL 2

REVERSE STOCK SPLIT PROPOSAL

Introduction

The Board has unanimously approved an amendment to the Company’s Articles of Incorporation, as amended (the “Amendment”), to effect a reverse split of the Company’s Common Stock at any time within one year after stockholders approval is obtained, 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, within the Split Range, to be determined by the Company’s Board in its sole discretion without further approval or authorization of our stockholders. A form of the Amendment is attached hereto as Annex D. The following discussion is qualified in its entirety by the full text of the Amendment, which is incorporated herein by reference.

As of the Record Date, the Company had 33,356,412 shares of Common Stock outstanding. The Board believes that stockholder approval of the range of reverse stock split ratio (as opposed to approval of a single reverse stock split ratio) provides the Board with maximum flexibility to achieve the purpose of a reverse stock split, as discussed below, and therefore is in the best interests of the Company and its stockholders.

The Board may, in its discretion, determine not to effect the reverse stock split if it determines, subsequent to obtaining stockholder approval, that such action is not in the best interests of the Company. By voting in favor of the Reverse Stock Split Proposal, you are expressly authorizing the Board to determine not to proceed with, and abandon, the reverse stock split if it should so decide.

If the reverse stock split is effected, the issued shares of Common Stock outstanding immediately prior to the effective time of the reverse stock split (the “Split Effective Time”) will be reclassified into a smaller number of shares. The ultimate ratio of the reverse stock split will be based on a number of factors, including market conditions, existing and expected trading prices for our Common Stock, and to ensure compliance with Nasdaq continued listing requirements and policies. Some of the factors the Board considered in determining the reverse stock split ratio, include, but are not limited to, the following: the historical trading price and trading volume of our Common Stock; the expected impact of the reverse stock split on the trading market for the Common Stock in the short-term and long-term, and general market, economic conditions, and other related conditions prevailing in our industry.

The reverse stock split, if effected, will not change the number of authorized shares of Common stock or preferred Stock, or the par value of our Common Stock or preferred stock of the Company; however, effecting the reverse stock split will provide the Company with the ability to issue additional shares of authorized but unissued shares of Common Stock.

Purpose and Background of the Reverse Stock Split

We are required to maintain a minimum bid price per share of our Common Stock of at least $1.00 per share (the “Minimum Bid Price Requirement”) in accordance with Nasdaq Listing Rule 5550(a). The Board’s primary objective in asking stockholders to grant it authority to effect a reverse stock split is to increase the per-share trading price of our Common Stock and to ensure compliance with Nasdaq listing requirements and policies.

As previously reported, on March 28, 2025, we received a deficiency letter from Nasdaq indicating that the Company is not in compliance with the Listing Rule 5550(a)(2) for the Minimum Bid Price Requirement. In accordance with Listing Rule 5810(c)(3)(A), Nasdaq provided us with a period of 180 calendar days, until September 4, 2025, to regain compliance with the Minimum Bid Price Requirement. Our Common Stock needed to be at least $1.00 per share for a minimum of ten consecutive business days during this initial 180-day period. Prior to the expiration of this initial 180-day period, we requested Nasdaq to grant us additional time for up to 180 calendar days to regain compliance with the Minimum Bid Price Requirement. Nasdaq listing rules provide that to qualify, we are required to meet the continued listing requirement for market value of publicly held shares and all other Nasdaq listing standards, except for the Minimum Bid Price Requirement.

In order to regain compliance with the Nasdaq Listing Rule 5550(a)(2) by September 4, 2025, the Board has determined that stockholder approval of the reverse stock split within the Split Range and granting the Board the ultimate authority to determine the exact split ratio within the Split Range and the time, if any, is needed. Therefore, the Board unanimously recommends that the stockholders approve the Reverse Stock Split Proposal for the following reasons:

On June 28, 2024, at the special meeting of stockholders, the Company’s stockholders approved a reverse stock split in a range between 1-for 2 and 1-for 35 and granted the Board the ultimate authority to determine the exact reverse stock split ratio within this split range and to determine the time, if at all, when to implement the reverse stock split. However, because the Board has not yet utilized its discretionary authority granted to it by the stockholders, and because the Board has determined that it will be in the best interests of the Company and our stockholders to increase the Split Range of the reverse stock split, and to allow the Board additional time to implement the reverse stock split, if any, we are requesting our stockholders to approve the Reverse Stock Split Proposal at the Special Meeting.

In addition, the Board believes that if reverse stock split becomes effective, it could make our Common Stock more attractive to a broader range of institutional and other investors, as we have been advised that the current per share trading price of our Common Stock may affect its acceptability to certain institutional investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in stocks priced below $1.00 or tend to discourage individual brokers from recommending such stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers.

If we are unable to maintain compliance with the Minimum Bid Price Requirement and our Common Stock were delisted from Nasdaq, trading of our Common Stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQX, the OTCQB or the OTC Pink Tier maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate quotations in seeking to buy or sell, our Common Stock on an over-the-counter market and many investors would likely not buy or sell our Common Stock due to difficulty in accessing over-the-counter markets, or their own policies preventing them from trading in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our Common Stock would be subject to SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our Common Stock. In addition, if our Common Stock were no longer to be listed on Nasdaq, we believe the Company’s ability to pursue and consummate future financings necessary to enable it to continue its business and operations would be materially and adversely impaired. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our Common Stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition and results of operations, including our ability to attract and retain qualified employees and to raise capital.

The Board’s Discretionary Authority with respect to the Determination of the Reverse Stock Split Ratio and the Time of the Effectiveness of the Reverse Stock Split.

The Reverse Stock Split Proposal, if approved by stockholders at this Special Meeting, would permit, but not require, the Board to effect a reverse stock split of our Common Stock within the Split Range at any time within one year from the date this proposal is approved by the stockholders, with the specific split ratio to be fixed within the Split Range by the Board in its sole discretion without further approval or authorization of our stockholders. The Board believes that granting this discretion enables the Board to fix the exact ratio within the Split Range and will provide us with the flexibility to implement it in a manner designed to maximize the anticipated benefits for our stockholders. In fixing the exact split ratio of the Reverse Stock Split, the Board may consider, among other things, factors such as:

Effectiveness of the Reverse Stock Split

If approved by our stockholders and, upon determination of the Board to effect the exact ratio of the reverse stock split within the Split Range, the reverse stock split would become effective upon the filing of the Amendment with the Secretary of State of the State of Nevada, or at the later time set forth in the Amendment, which will constitute the Split Effective Time. The exact timing of the Amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to abandon the Amendment and the reverse stock split if, at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Nevada, the Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.

Potential Market Effects of the Reverse Stock Split

The Reverse Stock Split Proposal is intended primarily to increase the Company’s per share bid price and satisfy the Minimum Bid Price Requirement under Nasdaq listing rules. Reducing the number of outstanding shares of Common Stock should, absent other factors, increase the per share market price of the Common Stock, although the Company cannot provide any assurance that it will be able to meet or maintain a bid price over the Minimum Bid Price Requirement for continued listing on Nasdaq or any other exchange.

There can be no assurance that the reverse stock split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the reverse stock split or that the market price of the Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of Common Stock after a reverse stock split will increase in proportion to the reduction in the number of shares of Common Stock outstanding before the reverse stock split. In addition, the reverse stock split may not result in a market price per share that will attract certain segments of the institutional investor community and the investing public that previously refrained from investing in us because of the low market price of our Common Stock. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Stock Split.

In evaluating the Reverse Stock Split Proposal, in addition to the considerations described above, the Board also took into account various negative factors associated with reverse stock split generally. These factors include: the negative perception of reverse stock splits held by some investors, analysts and other stock market participants; the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined in share price and corresponding market capitalization; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a reverse stock split.

The Board also evaluated the potential impact of the Company’s compliance with other Nasdaq continued listing requirements, particularly in connection with the amendment to Nasdaq Listing Rule 5810(c)(3), which became effective as of October 7, 2024. This Listing Rule provides that if a company effectuates a reverse stock split in an effort to regain compliance with the Minimum Bid Price Requirement but it would cause noncompliance with other Nasdaq continued listing requirements, including maintaining at least (i) 500,000 publicly held shares, (ii) 300 public stockholders and (iii) a value of publicly held shares of at least $1 million, such company would not be considered to have regained compliance with the Minimum Bid Price Requirement. Under the amended Listing Rule 2810(c)(3), in such event, the company will continue to be considered noncompliant until it (i) cures the additional deficiency and (ii) thereafter meets the Minimum Bid Price Requirement for a minimum of 10 consecutive business days (unless Nasdaq staff, at their discretion and within the framework of the new requirements, extends this period). Furthermore, companies can no longer utilize additional compliance periods otherwise available for secondary deficiencies. If such a company does not regain compliance with the Minimum Bid Price Requirement and the additional deficiency during the initial compliance period applicable to the Minimum Bid Price Requirement noncompliance, Nasdaq will issue a Staff Delisting Determination Letter.

Potential Increased Investor Interest if the Reverse Stock Split is Implemented

An investment in the Common Stock at the current market price may not appeal to brokerage firms that are reluctant to recommend lower priced securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. Also, the Board believes that most investment funds are reluctant to invest in lower priced stocks. The Board believes that the anticipated higher market price expected to result from a reverse stock split will reduce, to some extent, the negative effects of the practices of brokerage houses and investors described above on the liquidity and marketability of the Common Stock.

If the Reverse Stock Split is effected and the market price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of the Company may be greater than would occur in the absence of a reverse stock split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

Potential Effects of the Proposed Reverse Stock Split and the Amendment

If our stockholders approve the Reverse Stock Split Proposal and the Board effects the reverse stock split of the Company’s Common Stock, the number of shares of Common Stock issued and outstanding will be reduced, depending upon the Split Ratio determined by the Board. The reverse stock split will affect all holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that, as described below in “Fractional Shares,” holders of our Common Stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Split Ratio will, in lieu of a fractional share, receive one whole share of Common Stock. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

The Reverse Stock Split alone would have no effect on our authorized capital stock, and the total number of authorized shares of Common Stock would remain the same as before the Reverse Stock Split. This would have the effect of increasing the number of shares of our Common Stock available for issuance. The additional available shares would be available for issuance from time to time at the discretion of the Board when opportunities arise, without further stockholder action or the related delays and expenses, except as may be required for a particular transaction by law, the rules of any exchange on which our securities may then be listed, or other agreements or restrictions. Any issuance of additional shares of our Common Stock would increase the number of outstanding shares of our Common Stock and (unless such issuance was pro-rata among existing stockholders) the percentage ownership of existing stockholders would be diluted accordingly. In addition, any such issuance of additional shares of our Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of our Common Stock.

In addition to sales of our Common Stock, if our stockholders approve the reverse stock split and the Board effects it, the additional available shares of our Common Stock would also be available for conversions of convertible securities that we may issue, acquisition transactions, strategic relationships with corporate and other partners, stock splits, stock dividends and other transactions that may contribute to the growth of our business. Any decision to issue equity will depend on, among other things, our evaluation of funding needs, developments in business and technologies, current and expected future market conditions and other factors. There can be no assurance, however, even if the reverse stock split is approved and implemented, that any financing transaction or other transaction would be undertaken or completed.

After the Split Effective Time, the Company will continue to be subject to the periodic reporting and other requirements of the Exchange Act. Subject to compliance with applicable continued listing requirements, our Common Stock will continue to be listed on Nasdaq and traded under the symbol “NITO,” although the exchange will add the letter “D” to the end of the trading symbol for a period of 20 trading days after the Split Effective Time to indicate that a Reverse Stock Split has occurred. After the Split Effective Time, it is expected that our Common Stock will have a new CUSIP number. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act. After the Split Effective Time, the post-split market price of our Common Stock may be less than the pre-split price multiplied by the Reverse Stock Split Ratio. In addition, a reduction in the number of shares outstanding may impair the liquidity for our Common Stock, which may reduce the value of the Common Stock.

Risks Associated with the Reverse Stock Split

The Reverse Stock Split May Not Increase the Price of our Common Stock over the Long-Term. As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to meet the minimum stock price standards of Nasdaq. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the reverse stock split will increase the market price of our Common Stock by a multiple of the split ratio, or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

The Reverse Stock Split May Decrease the Liquidity of our Common Stock. The Board believes that the reverse stock split may result in an increase in the market price of our Common Stock, which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the reverse stock split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the reverse stock split.

We May Not Be Eligible To Implement Additional Reverse Stock Splits, if required, under Nasdaq Excessive Rule Related to Reverse Stock Splits Within a Prior One Year Period or Not More than 1-for-250 Cumulative Ratio Within a Two-Year Period.

In determining the exact ratio of the reverse stock split within the Split Range, the Board would also need to evaluate first, if the Company is eligible to implement a reverse stock split and the best time for implementing the reverse stock, considering the restrictions set forth in amended Nasdaq Listing Rule 5810(c)(3)(A)(iv). This Listing Rule provides that if a company’s security fails to meet the continued listing requirement for Minimum Bid Price Requirement and the company has effected one or more reverse stock splits over either the prior two-year period with a cumulative ratio of 250 shares or more to one (the “Maximum Cumulative Ratio”) or if a company’s security fails to meet the minimum bid price requirement and the company has effected a reverse stock split of any ratio over the prior one-year period, then the company will not be eligible for any compliance period specified in Nasdaq Rule 5810(c)(3)(A), and the listing qualifications department will issue a delisting determination under Rule 5810 with respect to that security. The amendment applies to a company even if such a company was in compliance with the bid price requirement at the time of its prior reverse stock split. The Nasdaq amendments also limit extensions that let companies continue to trade while they appeal the delisting decision. Accordingly, if a company effects a reverse stock split but its security subsequently falls out of compliance with the minimum bid requirement within a one-year period, it will be issued a delisting determination rather than being granted a compliance period. The Company has not effected any reverse stock split within the prior one-year period. We effected a reverse stock split of our Common Stock on October 5, 2023 at the ratio of 1-for-7. Based on this amended Listing Rule, the Board needs to evaluate the ratio that would not result in the Maximum Cumulative Ratio, and also to ensure that the reverse stock split would not cause non-compliance with other Nasdaq Listing Rules. This could significantly reduce the Company’s ability to effect a reverse stock split, if needed, before October 5, 2025. However, after October 5, 2025, if no additional reverse stock split is effected, the Board will have more flexibility to determine the exact split ratio within the Split Range, if needed, to achieve the maximum result corresponding to the Company’s purposes described above.

Potential Consequences if the Reverse Stock Split Proposal is Not Approved

If the Reverse Stock Split Proposal is not approved by our stockholders, our Board will not have the authority to effect to file the Amendment and to effect the reverse stock split, if and when it is needed, to regain compliance by the with the Minimum Bid Requirement, and that inability may result in delisting of our Common Stock from trading on Nasdaq.

Beneficial Holders of Common Stock

Upon implementation of the reverse stock split, we intend to treat shares held by stockholders through a stockbroker, bank or other nominee in the same manner as registered stockholders whose shares are registered in their names. Stockbrokers, banks or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding Common Stock in street name. However, these stockbrokers, banks or other nominees may have different procedures than registered stockholders for processing the reverse stock split. Stockholders who hold shares of Common Stock with a stockbroker, bank or other nominee and who have any questions in this regard are encouraged to contact their stockbrokers, banks or other nominees.

Registered “Book-Entry” Holders of Common Stock

Certain registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with statements reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with our transfer agent will not need to take action to receive evidence of their shares of post-reverse stock split Common Stock.

Fractional Shares

We will not issue fractional shares in connection with the reverse stock split. Instead, stockholders who would otherwise be entitled to receive a fractional share as a result of the reverse stock split will receive one whole share of our Common Stock in lieu of such fractional share.

Effect of the Reverse Stock Split on Stock Option Awards and Equity Incentive Plans

Based upon the reverse stock splits, proportionate adjustments are generally required to be made to the per share exercise price or the per share base price and the number of shares issuable upon the exercise of all outstanding options and to the per share exercise price of all outstanding options. This would result in approximately the same aggregate price being required to be paid under such options upon exercise, and approximately the same value of shares of our Common Stock being delivered upon such exercise immediately following the reverse stock split as was the case immediately preceding the reverse stock split.

Effect of the Reverse Stock Split on Warrants

In addition to adjusting the number of shares of our Common Stock, we would adjust all shares underlying any of our outstanding warrants as a result of the Reverse Stock Split, as required by the terms of these securities. In particular, we would reduce the conversion ratio for each instrument and would increase the applicable exercise price or conversion price in accordance with the terms of each instrument and based on the Reverse Stock Split Ratio.

Accounting Matters

The proposed Reverse Stock Split Proposal, if approved, will not affect the par value of $0.0001 of our Common Stock. As a result, at the Split Effective Time, the stated capital on our balance sheet attributable to the Common Stock will be reduced in the same proportion as the Split Ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the Common Stock will be reclassified for prior periods to conform to the post-Reverse Stock Split presentation.

Pro Forma Capitalization of Common Stock

The table below summarizes the Company’s pro forma capitalization of Common Stock, as of August 1, 2025, before and after giving effect to a hypothetical reverse stock split of one-for-two (1-for-2); one-for-twenty-one (1-for-21), if the Board determined that the Company is required to effect a reverse stock split prior to October 5, 2025 to remain in compliance with the Minimum Bid Rule Requirement, and one-for-one hundred fifty (1-for-150), assuming that the reverse stock split will be effected after October 5, 2025. The table below does not include 5,000,000 shares of preferred stock authorized under our Articles of Incorporation, as amended, none of which is currently outstanding.

(1) These estimates do not reflect the potential effects of rounding up of fractional shares that may result from the reverse stock split.

(2) Excludes, as of August 1, 2025, (i) 2,421,722 shares issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.61 and (ii) 21,256 shares issuable upon the exercise of outstanding stock options, at a weighted average exercise price of $19.67. Does not include any shares of Common Stock issuable upon the exercise or conversion of securities that may have been issued after August 1, 2025.

Vote Required

Reverse Stock Split Proposal (Proposal 2) will require an affirmative vote of a majority of the total votes cast at the Special Meeting. Abstentions will the effect of a vote against Proposal 2. Because this proposal is a routine matter, brokers will have discretionary voting on this matter if they do not receive instructions.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL 2.