N2OFF, Inc.

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

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

N2OFF, INC.

(Exact name of registrant as specified in its charter)

HaPardes 134 (Meshek Sander)

Neve Yarak, Israel

Telephone:(347)468-9583

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

VCorp Services, LLC

701 S. Carson Street

Suite 200

Carson City, Nevada 89701

Telephone:(888)528-2677

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark E. Crone, Esq.

Cassi Olson, Esq.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, New York 10170

colson@cronelawgroup.com

Telephone: (646)-861-7891

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated August 6, 2025

PRELIMINARY PROSPECTUS

70,369,898 Shares of Common Stock

This prospectus relates to the resale, from time to time of up to (i) 69,119,898, shares of common stock, par value $0.0001 per share of N2OFF, Inc., a Nevada corporation (the “Company”) by YA II PN, Ltd. (the “Selling Stockholder”), pursuant to a standby equity purchase agreement (the “SEPA”) which the Company entered into with the Selling Stockholder, dated as of December 22, 2023, and (ii) 1,250,000 shares of common stock, consisting of 675,675 shares of common stock held by the Selling Stockholder (the “Commitment Shares”) and 574,325 shares issuable upon the exercise of a pre-funded warrant (the “Additional Commitment Shares”). Pursuant to the SEPA, the Selling Stockholder agreed to purchase up to $20 million shares of the Company’s common stock over thirty-six months following the date of the SEPA. As of the date hereof, $3,134,745 worth of shares have been sold to the Selling Stockholder with $16,865,255 of the total $20 million remaining for sale. The price of the common stock to be issued under the SEPA will be 94% of the lowest volume weighted average trading price (the “VWAP”) of the common stock for the three consecutive trading days following the delivery of each written notice by the Company to the Selling Stockholder requesting an advance pursuant to the SEPA.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale or other disposition of shares by the Selling Stockholder.

The Selling Stockholder or its transferees, pledgees, assignees, or successors-in-interest may offer and sell or otherwise dispose of the shares of common stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the shares offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their shares of common stock hereunder following the effective date of this registration statement.

The Selling Stockholder will bear the cost of all commissions and discounts, if any, attributable to the sales of shares. We will bear all other costs, expenses, and fees in connection with the registration of the shares. See “Plan of Distribution” on page 39 of this prospectus for more information about how the Selling Stockholder may sell or dispose of the shares of our common stock.

The Selling Stockholder is deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NITO.” On July 29, 2025, the last reported sale price of our common stock on Nasdaq was $0.2440 per share.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and, as such, are eligible for reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should read this prospectus as well as the information incorporated herein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page 8 of this prospectus and in the documents incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2025.

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