UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2025

N2OFF, Inc.

(Exact name of registrant as specified in its charter)

(347) 468-9583

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Agreement

On March 12, 2025, N2OFF, Inc., a Nevada corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with MitoCareX Bio Ltd., an Israeli private company (“MitoCareX”), and L.I.A. Pure Capital Ltd., an Israeli company (“Pure Capital”) pursuant to which the Company agreed to loan $250,000 (the “Principal”) to MitoCareX with interest accruing at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation until the maturity date plus 3%, as may be adjusted from time to time ( the “Loan”). The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. In the event of a transaction whereby MitoCareX becomes a subsidiary of the Company, any amount outstanding under the Loan will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the foregoing transaction. Pure Capital has agreed to guarantee the repayment of the Loan to MitoCareX. As reported in its Current Report on Form 8-K, filed with the SEC on December 26, 2024, the Company previously entered into a loan agreement with MitoCareX on December 22, 2024, pursuant to which the Company provided a loan of $250,000 to MitoCareX under substantially the same terms as the Loan Agreement.

As reported in its Current Report on Form 8-K, filed with the SEC on February 26, 2025, the Company and MitoCareX, among other parties, entered into a securities purchase and exchange agreement on February 25, 2025. The closing of the transactions contemplated thereunder is subject to the terms and conditions of the agreement, including obtaining approval from the Company’s stockholders. The purpose of the Loan is to assist MitoCareX with financing its ongoing costs and obligations until closing has occurred.

The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.