UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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1.01 Entry into a Material Agreement
On April 9, 2025, N2OFF, Inc., a Nevada corporation (the “Company”), entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF Ltd., a company organized under the laws of the State of Israel (“NTWO”), which provides for the sale by the Company to Yaaran of 4,200,000 ordinary shares of NTWO, representing 100% of the Company’s shares of NTWO, for 15,000 new Israeli shekels.
The SPA provides customary representations, warranties and covenants by the Company, NTWO and Yaaran, and further provides that all obligations arising under the Stock Exchange Agreement, dated July 11, 2023, between the Company, Yaaran and NTWO, as amended on July 24, 2023 and on August 13, 2023, will be null and void and of no further force and effect.
Upon the consummation of the sale of the shares described above, each of the Company’s representatives on the board of directors of NTWO, David Palach and Udi Kalifi, resigned therefrom.
A translated copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summary is subject to, and qualified in its entirety by, reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1# | Share Purchase Agreement, dated April 9, 2025, between the Company, NTWO OFF Ltd. and Yaaran Investments Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | English translation of original Hebrew document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| N2OFF, Inc. | ||
| Date: April 10, 2025 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |