M&A - N2OFF, Inc.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225012067

Filing Summary: N2OFF, Inc. reported on May 22, 2025, that it entered into a Third Loan Agreement with MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd., agreeing to loan $250,000 to MitoCareX. The loan will accrue interest at a rate determined by the Israel Tax Authority and is due in six months, contributing to MitoCareX's ongoing financing needs. The document also noted amendments to previous loan agreements from December 2024 and March 2025, extending their terms by 180 days. Additionally, N2OFF clarified its involvement in acquiring MitoCareX as a wholly-owned subsidiary, following an amendment to a Securities Purchase and Exchange Agreement, which now includes a 90-day extension for exclusivity. The detailed transactions are part of N2OFF's strategic efforts to enhance its operations and financial positioning.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003600

Filing Summary: On April 9, 2025, N2OFF, Inc. entered into a share purchase agreement (SPA) with Yaaran Investments Ltd. and NTWO OFF Ltd., facilitating the sale of 4,200,000 ordinary shares of NTWO, equating to 100% of NTWO's shares, for 15,000 new Israeli shekels. This SPA supersedes all prior obligations under the Stock Exchange Agreement from July 2023. As a result, board members David Palach and Udi Kalifi resigned from the NTWO board upon the sale's completion. A translated copy of the agreement is included as Exhibit 10.1.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225008629

Filing Summary: On February 24, 2025, N2OFF, Inc. executed a notarial preliminary land agreement with Solterra Brand Services Italy SRL and its subsidiary, SB Impact 4 LTD, to purchase 70% of SBI4 shares. The governance structure of SBI4 will allow N2OFF to appoint two directors as long as SB retains at least 20.01% ownership, and all three directors when SB's ownership drops below 20%. The agreement stipulates significant business actions of SBI4 require a 75% approval from shareholders. N2OFF will lend Euro 2,300,000 to SBI4 for financing two battery storage projects in Sicily, with a 7% interest rate. The profit-sharing structure is defined based on the selling price per megawatt, with specific percentages allocated to SB and N2OFF. Several restrictions on share transfers among shareholders are included in the agreement. The agreement is contingent on not holding less than 10% of SBI4's shares for continued participation in the agreement. A copy of the shareholders agreement is filed as Exhibit 10.1 with the report.

Form Type: 8-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225008294

Filing Summary: On February 25, 2025, N2OFF, Inc. entered into a Securities Purchase and Exchange Agreement with MitoCareX Bio Ltd. and others, whereby N2OFF will acquire ordinary shares of MitoCareX, making it a wholly-owned subsidiary. The agreement stipulates that SciSparc will sell 6,622 ordinary shares for $700,000, with further arrangements for share exchanges involving key individuals including Dr. Alon Silberman and Prof. Ciro Leonardo Pierri. Upon closing, share distributions will occur to the sellers based on ownership stakes in N2OFF. The document outlines conditions for the acquisition closing, including stockholder approval. Additionally, a related press release was issued on February 26, 2025, announcing the definitive agreement for the acquisition.