IPO - N2OFF, Inc.

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Form Type: S-1/A

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225006622

Filing Summary: N2OFF, Inc. filed an updated registration statement on Form S-1/A, indicating its intent to conduct an initial public offering (IPO). The amendment includes detailed financial information, business operations, risk factors, and intended use of proceeds from the offering. The company aims to raise capital to support growth initiatives, including product development and market expansion. Key financial figures from the latest quarter highlight a commitment to increasing market share and scaling operations to enhance shareholder value. The document also addresses potential risks associated with the IPO process and market volatility, providing transparency to potential investors.

Additional details:

Financial Information: detailed financial statements including income, expenditures, and assets


Business Operations: descriptions of core business activities and revenue streams


Risk Factors: listing of potential risks that could impact the company's performance


Use Of Proceeds: outline of how the funds raised from the IPO will be utilized


Market Expansion Strategy: plans for growth in new markets and product offerings


Form Type: CORRESP

Filing Date: 2025-02-14

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225006800

Filing Summary: N2OFF, Inc. has filed an amendment to its Registration Statement on Form S-1/A, requesting that the SEC accelerate the effectiveness of the registration so that it becomes effective on February 14, 2025, at 4:00 p.m. or as soon as possible thereafter. The company acknowledges that this request does not limit the SEC's ability to take action with respect to the filing and it remains responsible for the accuracy of the disclosure. The letter is signed by David Palach, the CEO of N2OFF, Inc.

Additional details:

Registration Statement File Number: 333-284337


Request Effective Time: 2025-02-14T16:00:00


Form Type: S-1/A

Filing Date: 2025-02-07

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225005400

Filing Summary: N2OFF, Inc. filed an Amendment No. 1 to its Form S-1 on February 7, 2025, as part of its registration statement under the Securities Act of 1933. The filing indicates that the company is preparing for an initial public offering (IPO). The registration covers the proposed sale of securities as soon as the registration statement is declared effective. The company has stated it is categorized as a smaller reporting company and an emerging growth company. Key details include the principal executive office located in Neve Yarak, Israel, and the agent for service based in Nevada. The filing is part of their compliance efforts, including the necessary details and contact information for further inquiries.

Additional details:

Cik: 0001789192


State Of Incorporation: Nevada


Primary Standard Industrial Classification Code Number: 2000


Employer Identification Number: 26-4684680


Address: HaPardes 134 (Meshek Sander), Neve Yarak, Israel


Telephone: (347) 468-9583


Agent For Service Name: VCorp Services, LLC


Agent For Service Address: 701 S. Carson Street Suite 200, Carson City, Nevada 89701


Agent For Service Telephone: (888) 528-2677


Legal Counsel Name: Mark E. Crone, Esq.


Legal Counsel Address: 420 Lexington Avenue, Suite 2446, New York, New York 10170


Legal Counsel Email: [email protected]


Legal Counsel Telephone: (646) 861-7891


Approximate Date Of Commencement Of Proposed Sale: As soon as practicable after this Registration Statement is declared effective.


Large Accelerated Filer: No


Accelerated Filer: No


Non Accelerated Filer: Yes


Smaller Reporting Company: Yes


Emerging Growth Company: Yes


Form Type: S-1

Filing Date: 2025-01-17

Corporate Action: Ipo

Type: New

Accession Number: 000149315225002758

Filing Summary: N2OFF, Inc. filed a Form S-1 registration statement with the SEC on January 17, 2025, for the public offering of up to 53,125,000 shares of common stock. This includes 1,704,116 shares currently held by selling stockholders, and 4,545,884 shares issuable upon the exercise of Pre-Funded Warrants, alongside 46,875,000 shares upon exercising Common Warrants. The offering is subject to compliance with a minimum bid price requirement of $1 set by Nasdaq, which the company was notified it did not meet but received an extension until July 7, 2025. The document indicates that N2OFF is an emerging growth company and will rely on reduced reporting obligations under the JOBS Act. It details recent developments, including a debt settlement with Plantify through share issuance and a securities purchase agreement for gross proceeds of approximately $1,500,000.

Additional details:

Approximate Date Of Commencement Of Proposed Sale: As soon as practicable after this Registration Statement is declared effective


Number Of Shares Outstanding Prior To Offering: 13,762,353


Total Grant For Exercise Of Common Warrants: 65,183,237


Trading Symbol: NITO


Closing Price Prior To Filing: 0.82


Nasdaq Bid Price Deficiency Notification Date: 2024-07-08


Extension Notification Date: 2025-01-07


Debt Settlement Amount: CDN$2,052,879.39


Total Proceeds From Private Placement: $1,500,000


Warrant Exercise Price: $0.24


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