UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
(Amendment
No. )
| Filed
by the Registrant ☒ |
| Filed
by a Party other than the Registrant ☐ |
| Check
the appropriate box: |
| |
| ☒ |
Preliminary
Proxy Statement |
| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ |
Definitive
Proxy Statement |
| ☐ |
Definitive
Additional Materials |
| ☐ |
Soliciting
Material Pursuant to §240.14a-12 |
| N2OFF,
INC. |
| (Name
of Registrant as Specified In Its Charter) |
| |
| |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
| Payment
of Filing Fee (Check the appropriate box): |
| |
| ☒ |
No
fee required. |
| ☐ |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ |
Fee
paid previously with preliminary materials. |
N2OFF,
INC.
HaPardes 134 (Meshek Sander))
Neve Yarak, Israel
May
__, 2024
Dear
Stockholder:
You
are cordially invited to attend the special meeting of stockholders of N2OFF, Inc. (the “Company”) to be held at 4:00 p.m.,
Israel time (9:00 a.m. EDT), on _____ ___, 2024, at the offices of the Company’s legal counsel, The Crone Law Group, P.C., located
at HaArba’a Street 28, South Tower, 19th floor, Tel Aviv 6473925, Israel for the
following purposes:
1)
To approve an amendment to our Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing a reverse
stock split of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than
1-for-2 and not more than 1-for-35 (the “Reverse Split Range”), and to grant our Board the discretionary authority to determine
the exact ratio of the Reverse Stock Split within the Reverse Split Range and to effect the Reverse Split Amendment at such time and
date, if at all, as to be determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”);
2)
To approve an amendment to our Articles of Incorporation, as amended (the “Authorized Share Amendment”), to increase the
aggregate number of authorized shares of our capital stock, from five hundred million (500,000,000) shares, consisting of four hundred
million ninety-five thousand (495,000,000) shares of common stock, $0.0001 par value per share (the “Common Stock”) and five
million (5,000,000) shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to ten billion five million
(10,005,000,000) shares, consisting of ten billion (10,000,000,000) shares of Common Stock and five million (5,000,000) shares of Preferred
Stock (the “Authorized Capital Increase Proposal”); and
3)
To authorize an adjournment of the meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient
votes in favor of the Reverse Stock Split Proposal and the Authorized Capital Increase Proposal (the “Adjournment Proposal”).
In
order to facilitate your attendance at the Special Meeting, we strongly encourage you to advise David Palach, our Chief Executive Officer,
by email at david@savefoods.co or telephone at +972-54-721-5315 if you plan to attend the meeting prior to 11:59 p.m., Israel time (4:59
p.m. EDT), on _____ __, 2024, so that we can timely provide your name to building security. If you do not advise us ahead of time that
you will be attending the Special Meeting, we encourage you to arrive at the meeting no later than 4:00 p.m., Israel time (9:00 a.m.
EDT), to ensure that you are able to pass through security prior to the start of the meeting.
Your
vote is very important regardless of the number of shares of our voting securities that you own. I encourage you to vote by telephone,
over the Internet, or by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at
the special meeting, whether or not you plan to attend. If you attend the special meeting in person, you will, of course, have the right
to revoke the proxy and vote your shares in person.
If
your shares are held in the name of a broker, trust, bank or other intermediary, and you receive notice of the special meeting through
your broker/another intermediary, please vote or return the materials in accordance with the instructions provided to you by such broker
or other intermediary, or contact your broker directly in order to obtain a proxy issued to you by your intermediary holder to attend
the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.
On
behalf of our Board, I urge you to submit your proxy as soon as possible, even if you currently plan to attend the meeting in person.
Thank you for your support of our Company.
| |
Sincerely, |
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|
| |
/s/
Amitay Weiss |
| |
Amitay
Weiss
Chairman |
N2OFF,
Inc.
HaPardes
134 (Meshek Sander)
Neve Yarak, 4994500 Israel
(347) 468 9583
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To
Be Held on _________ ___, 2024
May
___, 2024
Dear
Stockholder:
You
are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of N2OFF, Inc., a Nevada corporation
(“we,” “us,” “our,” or the “Company”). The Special Meeting of Stockholders (the “Special
Meeting”) of (the “Company”), will be held at 4:00 p.m., Israel time (9:00 a.m. EDT), on ________ ____, 2024, at the
offices of the Company’s legal counsel, The Crone Law Group, P.C., located at HaArba’a Street 28, South Tower, 19th
floor, Tel Aviv 6473925, Israel for the following purposes:
1)
To approve an amendment to our Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing a reverse
stock split of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than
1-for-2 and not more than 1-for-35 (the “Reverse Split Range”), and to grant our Board the discretionary authority to determine
the exact ratio of the Reverse Stock Split within the Reverse Split Range and to effect the Reverse Split Amendment at such time and
date, if at all, as to be determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”).
2)
To approve an amendment to our Articles of Incorporation, as amended (the “Authorized Share Amendment”), to increase the
aggregate number of authorized shares of our capital stock, from five hundred million (500,000,000) shares, consisting of four hundred
million ninety-five thousand (495,000,000) shares of common stock, $0.0001 par value per share (the “Common Stock”) and five
million (5,000,000) shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to ten billion five million
(10,005,000,000) shares, consisting of ten billion (10,000,000,000) shares of Common Stock and five million (5,000,000) shares of Preferred
Stock (the “Authorized Capital Increase Proposal”); and
3)
To authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there
are not sufficient votes in favor of the Reverse Stock Proposal and the Authorized Capital Increase Proposal (the “Adjournment
Proposal”).
Stockholders
are referred to the Proxy Statement accompanying this notice (the “Notice”) for more detailed information with respect to
the matters to be considered at the Special Meeting. After careful consideration, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
the Reverse Stock Split Proposal (Proposal 1); FOR the Authorized Capital Increase Proposal (Proposal 2), and FOR the
Adjournment Proposal (Proposal 3).
The
Board has fixed the close of business on May 22, 2024, as the record date (the “Record Date”). Only holders of record of
shares of our Common Stock as of the Record Date are entitled to receive notice of, and to vote at, the Special Meeting or at any postponement(s)
or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be
available for inspection at the office of the Company during regular business hours for the 10 calendar days prior to and during the
Special Meeting.
YOUR
VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If
your shares are registered in your name, even if you plan to attend the Special Meeting or any postponement or adjournment of the
Special Meeting in person, we request that you vote by telephone, over the Internet, or by completing, signing and mailing your proxy
card to ensure that your shares will be represented at the Special Meeting.
If
your shares are held in the name of a broker, trust, bank or other intermediary, and you receive notice of the Special Meeting through
your broker or through another intermediary, please vote online, by telephone or by completing and returning the voting instruction form
in accordance with the instructions provided to you by such broker or other intermediary, or contact your broker directly in order to
obtain a proxy issued to you by your intermediary holder to attend the Special Meeting and vote in person. Failure to do any of the foregoing
may result in your shares not being eligible to be voted at the Special Meeting.
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By
Order of the Board |
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|
| |
/s/
Amitay Weiss |
| |
Amitay
Weiss |
| |
Chairman |
N2OFF,
INC.
PROXY
STATEMENT
FOR
SPECIAL
MEETING OF STOCKHOLDERS
To
Be Held On ______ ____, 2024
Unless
the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” the “Company,”
or “N2OFF” refer to N2OFF, Inc.,
a Nevada corporation, and its direct and indirect subsidiaries. In addition, unless the context otherwise requires, references to “stockholders”
are to the holders of our voting securities, which consist of our common stock, par value $0.0001 per share (the “Common Stock”).
The
accompanying proxy is solicited by the board of directors (the “Board”) on behalf of N2OFF, Inc. (formally known as Save
Foods, Inc.), a Nevada corporation, to be voted at the special meeting of stockholders of the Company (the “Special Meeting”)
to be held on _____ ____, 2024, at the time and place and for the purposes set forth in the accompanying Notice of Special Meeting of
Stockholders (the “Notice”) and at any postponement(s) or adjournment(s) of the Special Meeting. This Proxy Statement and
accompanying form of proxy are expected to be first sent or given to stockholders on or about _______ __, 2024.
The
executive office of the Company is located at, and the mailing address of the Company is, HaPardes 134 (Meshek Sander), Neve Yarak, 4994500
Israel.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS
FOR
THE
SPECIAL STOCKHOLDER MEETING TO BE HELD ON _________, 2024:
This
Notice of Special Meeting of Stockholders, the Proxy Statement, the form of proxy and the 2023 annual report to stockholders are being
made available to stockholders beginning approximately ______, 2024. These documents are also included in our filings with the Securities
and Exchange Commission (“SEC”), which you can access electronically at the SEC’s website at http://www.sec.gov and
on www.proxyvote.com. A complete list of the stockholders entitled to vote at the Special Meeting will be available for inspection for
any purpose germane to the Special Meeting ten days prior to the Special Meeting at the Company’s offices at HaPardes 134 (Meshek
Sander), Neve Yarak, Israel, 4994500 during ordinary business hours.
ABOUT
THE SPECIAL MEETING
What
is a proxy?
A
proxy is another person whom you legally designate to vote your stock. If you designate someone as your proxy in a written document,
that document is also called a “proxy” or a “proxy card.” If you are a street name holder, you must obtain a
proxy from your broker or intermediary in order to vote your shares in person at the Special Meeting.
What
is a proxy statement?
A
proxy statement is a document that regulations of the SEC require that we give to you when we ask you to sign a proxy card to vote your
stock at the Special Meeting.
What
are the Proposals that will be voted on by stockholders at the Special Meeting?
At
our Special Meeting, stockholders will act upon the matters outlined in the Notice, including the following:
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(1) |
To
approve the Reverse Split Amendment, implementing the reverse stock split of the issued and outstanding shares of our Common Stock
(the “Reverse Stock Split”) at a ratio of not less than 1-for-2 and not more than 1-for-35 (the “Reverse Split
Range”) and to grant the Board the discretionary authority to determine the exact ratio of the Reverse Stock Split within the
Reverse Split Range and to effect the Reverse Split Amendment at such time and date, if at all, as to be determined by the Board
in its sole discretion (the “Reverse Stock Split Proposal”); |
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(2) |
To
approve the Authorized Share Amendment, to increase the aggregate number of authorized shares of our capital stock, from five hundred
million (500,000,000) shares, consisting of four hundred million ninety-five thousand (495,000,000) shares of Common Stock and five
million (5,000,000) shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to ten billion five
million (10,005,000,000) shares, consisting of ten billion (10,000,000,000) shares of Common Stock and five million (5,000,000)
shares of Preferred Stock (the “Authorized Capital Increase Proposal”); and |
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|
|
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(3) |
To
authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there
are not sufficient votes in favor of the Reverse Stock Proposal and the Authorized Capital Increase Proposal (the “Adjournment
Proposal”). |
What
is “householding” and how does it affect me?
With
respect to eligible stockholders who share a single address, we may send only one Proxy Statement to that address unless we receive instructions
to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing
and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate notice or proxy statement
in the future, he or she may contact N2OFF, Inc., HaPardes 134 (Meshek Sander), Neve Yarak,
4994500 Israel, Attn: David Palach, chief executive officer, or via email to david@savefoods.co or telephone at +972-54-721-5315. Eligible
stockholders of record receiving multiple copies of our Notice and Proxy Statement can request householding by contacting us in the same
manner. stockholders who own shares through a bank, broker or other intermediary can request householding by contacting the intermediary.
We
hereby undertake to deliver promptly, upon written or oral request, a copy of the Notice or Proxy Statement to a stockholder at a shared
address to which a single copy of the document was delivered. Requests should be directed to David Palach, our chief executive officer,
at the address or telephone number set forth above.
What
should I do if I receive more than one set of voting materials?
You
may receive more than one set of voting materials, including multiple proxy cards or voting instruction forms. For example, if you hold
your shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which
you hold shares. Similarly, if you are a stockholder of record and also hold shares in a brokerage account, you will receive a proxy
card for shares held in your name and a voting instruction form for shares held in street name. Please follow the directions provided
in the Notice and in each proxy card or voting instruction form you receive to ensure that all your shares are voted.
What
is the record date and what does it mean?
The
record date to determine the stockholders entitled to notice of and to vote at the Special Meeting is the close of business on May 22,
2024 (the “Record Date”). The Record Date is established by the Board as required by Nevada law. On the Record Date, _______
shares of Common Stock were issued and outstanding.
Who
is entitled to vote at the Special Meeting?
Holders
of Common Stock at the close of business on the Record Date may vote at the Special Meeting.
What
are the voting rights of the stockholders?
On
each matter to be voted upon at the Special Meeting, you have one vote for each share of Common Stock you own as of the Record Date.
What
is the quorum requirement?
A
majority of the shares entitled to vote, present in person or represented by proxy, at the Special Meeting is necessary to constitute
a quorum to transact business. If a quorum is not present or represented at the Special Meeting, the holders of voting stock representing
a majority of the voting power present at the Special Meeting or the presiding officer may adjourn the Special Meeting from time to time
without notice or other announcement until a quorum is present or represented.
What
is the difference between a stockholder of record and a “street name” holder?
If
your shares are registered directly in your name with Securities Transfer Corporation, our stock transfer agent, you are considered the
stockholder of record with respect to those shares. The Notice has been sent directly to you by us.
If
your shares are held in a stock brokerage account or by a bank or other intermediary, the intermediary is considered the record holder
of those shares. You are considered the beneficial owner of those shares, and your shares are held in “street name.” A notice,
and Proxy Statement, along with a voting instruction form, have been forwarded to you by your intermediary. As the beneficial owner,
you have the right to direct your intermediary concerning how to vote your shares by using the voting instruction form they included
in the mailing or by following their instructions for voting.
What
is a broker non-vote?
Broker
non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee
holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial
owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares.
If
the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that
are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank,
or other agent indicates on a proxy that it does not have discretionary authority to vote certain shares on a non-routine proposal, then
those shares will be treated as broker non-votes.
The
proposals described in this Proxy Statement are considered “routine” matters. Accordingly, your broker has discretionary
authority to vote your shares with respect to the Reverse Stock Split Proposal (Proposal 1), the Authorized Capital Increase Proposal
(Proposal 2) and the Adjournment Proposal (Proposal 3), even if you do not provide your broker with specific instructions on that proposal.
How
do I vote my shares?
Your
vote is very important to us. Whether or not you plan to attend the Special Meeting, please vote by proxy in accordance with the instructions
on your proxy card or voting instruction form (from your broker or other intermediary). There are three convenient ways of submitting
your vote:
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● |
By
Telephone or Internet – All record holders can vote by touchtone telephone from the United States using the toll-free
telephone number on the proxy card, or over the Internet (at www.proxyvote.com), using the procedures and instructions described
on the proxy card. “Street name” holders may vote by telephone or Internet if their bank, broker or other intermediary
makes those methods available, in which case the bank, broker or other intermediary will enclose the instructions with the proxy
materials. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders
to vote their shares, and to confirm that their instructions have been recorded properly. |
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|
|
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● |
In
Person – All record holders may vote in person at the Special Meeting. “Street name” holders may vote in
person at the Special Meeting if their bank, broker or other intermediary has furnished a legal proxy. If you are a “street
name” holder and would like to vote your shares by proxy, you will need to ask your bank, broker or other intermediary to furnish
you with an intermediary issued proxy. You will need to bring the intermediary issued proxy with you to the Special Meeting and hand
it in with a signed ballot that will be provided to you at the Special Meeting. You will not be able to vote your shares without
an intermediary issued proxy. Note that a broker letter that identifies you as a stockholder is not the same as an intermediary issued
proxy. |
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● |
By
Written Proxy or Voting Instruction Form – All record holders can vote by written proxy card, if they have requested
to receive printed proxy materials. If you are a “street name” holder and you request to receive printed proxy materials,
you will receive a voting instruction form from your bank, broker or other intermediary. |
The
Board has appointed David Palach, our Chief Executive Officer, to serve as proxy for the Special Meeting.
If
you complete and sign the proxy card but do not provide instructions for one or more of the proposals, then the designated proxies will
or will not vote your shares as to those proposals, as described under “What if I do not specify how I want my shares voted?”
below. We do not anticipate that any other matters will come before the Special Meeting, but if any other matters properly come before
the Special Meeting, then the designated proxy will vote your shares in accordance with applicable law and his judgment.
If
you hold your shares in “street name,” and complete the voting instruction form provided by your broker or other intermediary
except with respect to one or more of the proposals, then, your broker has discretionary authority to vote your shares with respect to
the Reverse Stock Split Proposal (Proposal 1); the Authorized Capital Increase Proposal (Proposal 2), and the Adjournment Proposal (Proposal
3) even if you do not provide your broker with specific instructions on that proposal. See “What is a broker non-vote?” above.
Even
if you currently plan to attend the Special Meeting, we recommend that you vote by telephone or Internet or return your proxy card or
voting instructions as described above so that your votes will be counted if you later decide not to attend the Special Meeting or are
unable to attend.
Who
counts the votes?
A
representative of Broadridge Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.
What
are my choices when voting?
With
respect to the Reverse Stock Split Proposal (Proposal 1), the Authorized Capital Increase Proposal (Proposal 2), and the
Adjournment Proposal (Proposal 3), stockholders may vote for the proposal, against the proposal, or abstain from voting on the
proposal.
What
are the Board’s recommendations on how I should vote my shares?
The
Board recommends that you vote your shares FOR the Reverse Stock Split Proposal, FOR the Authorized Capital Increase Proposal,
and FOR the Adjournment Proposal.
What
if I do not specify how I want my shares voted?
If
you are a record holder who returns a completed, executed proxy card that does not specify how you want to vote your shares on one or
more proposals, the proxy will vote your shares for each proposal as to which you provide no voting instructions, and such shares will
be voted FOR the Reverse Stock Split Proposal, FOR the Authorized Capital Increase Proposal, and FOR the
Adjournment Proposal.
If
you are a street name holder and do not provide voting instructions on one or more proposals, your bank, broker or other intermediary
may be unable to vote those shares. See “What is a broker non-vote?” above.
Can
I change my vote?
Yes.
If you are a record holder, you may revoke your proxy at any time by any of the following means:
| |
● |
Attending
the Special Meeting in person. Your attendance at the Special Meeting will not by itself revoke a proxy. You must vote your shares
by ballot at the Special Meeting to revoke your proxy. |
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● |
Voting
again by telephone or over the Internet (only your latest telephone or Internet vote submitted prior to the Special Meeting will
be counted). |
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|
|
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● |
If
you requested and received written proxy materials, completing and submitting a new valid proxy bearing a later date. |
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|
|
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● |
Giving
written notice of revocation to the Company addressed to David Palach, chief executive officer, at the Company’s address above,
which notice must be received before noon, Eastern Daylight Time on _____ __, 2024. |
If
you are a street name holder, your bank, broker or other intermediary should provide instructions explaining how you may change or revoke
your voting instructions.
What
percentage of the vote is required to approve each proposal?
Assuming
the presence of a quorum:
| |
● |
Proposal
1 – pursuant to amendments to Nevada Revised Statutes adopted in May 2023, including an amendment to Section 78.2055 of
the Nevada Revised Statutes, a reverse stock split of publicly traded Nevada corporations, including the Company, will require approval
of the voting standard established in the governing documents of the corporation for “routine” matters, which according
to the Company’s Bylaws, requires approval of a majority of the total votes cast at the Special Meeting. Failures to vote,
or abstentions, if any, will have no effect on the outcome of the Reverse Stock Split Proposal (Proposal 1). Because this proposal
is a routine matter, brokers will have discretionary voting on this matter if they do not receive instructions. |
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|
|
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● |
Proposal
2 - pursuant to Section 78.390 of the Nevada Revised Statutes, stockholders holding at least a majority of the outstanding voting
power must approve an amendment to the Articles of Incorporation, as amended. Since the Authorized Capital Increase Proposal requires
an amendment to the Articles of Incorporation, a majority of the issued and outstanding voting power must approve the Authorized
Capital Increase Proposal (Proposal 2). Abstentions will have the same effect as a vote against Proposal 2. We do not expect that
there will be broker non-votes with respect to Proposal 2. |
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|
|
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● |
Proposal
3 – pursuant to the Company’s Bylaws, this proposal requires approval of a majority of the total votes cast at the
Special Meeting. Failures to vote, or abstentions, if any, will have no effect on the outcome of the Adjournment
Proposal (Proposal 3). |
Do
I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Special Meeting?
No.
Under Nevada Revised Statutes stockholders are not entitled to any appraisal rights or similar rights of dissenters with respect to the
matters to be voted on at the Special Meeting.
What
are the solicitation expenses and who pays the cost of this proxy solicitation?
Our
Board is asking for your proxy and we will pay all of the costs of asking for stockholder proxies. We will reimburse brokerage houses
and other custodians, intermediaries and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material
to the beneficial owners of Common Stock and collecting voting instructions. We may use officers and employees of the Company to ask
for proxies.
Are
there any other matters to be acted upon at the Special Meeting?
Management
does not intend to present any business at the Special Meeting for a vote other than the matters set forth in the Notice and has no information
that others will do so. If other matters requiring a vote of the stockholders properly come before the Special Meeting, it is the intention
of the person named in the accompanying form of proxy to vote the shares represented by the proxies held by him in accordance with applicable
law and his judgment on such matters.
Where
can I find voting results?
Voting
results will be tabulated and certified by the inspector of elections appointed for the Special Meeting, who will separately tabulate
affirmative and negative votes, abstentions, and broker non-votes. The Company expects to publish the voting results in a Current Report
on Form 8-K, which it expects to file with the SEC within four business days following the Special Meeting.
Who
can help answer my questions?
The
information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the
information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement, including the documents we
refer to in this Proxy Statement. If you have any questions, or need additional material, please feel free to contact David Palach, our
Chief Executive Officer, by email at david@savefoods.co or telephone at +972-54-721-5315.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
table below provides information regarding the beneficial ownership of our Common Stock as of May 20, 2024 of (i) each of our current
directors, (ii) Chief Executive Officer and each of our
other executive officers , (iii) all of our current directors and executive officers as a group, and (iv) each person (or group
of affiliated persons) known to us who owns more than 5% of our outstanding Common Stock.
The
beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC. Under these rules, a person is deemed
to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to
vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial
ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.
Beneficial
ownership as set forth below is based on our review of our record stockholders list and public ownership reports filed by certain stockholders
of the Company and may not include certain securities held in brokerage accounts or beneficially owned by the stockholders described
below.
The
percentage of shares of Common Stock beneficially owned is based on 3,416,323 shares of Common Stock outstanding as of May 20, 2024.
Unless
otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and the address
for each beneficial owner listed in the table below is c/o N2OFF, Inc., HaPardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel.
| Owner | |
Number of Shares Beneficially Owned | | |
Percentage Beneficially Owned | |
| 5% or more stockholders: | |
| | | |
| | |
Yaaran Investments Ltd.(1) 7 Harsit Street, Sheary-Tikva, Israel | |
| 223,008 | | |
| 6.53 | % |
| | |
| | | |
| | |
| Directors: | |
| | | |
| | |
| Amitai Weiss | |
| 100,000 | | |
| 2.93 | % |
| Eliahou Arbib | |
| 14,500 | | |
| * | |
| Udi Kalifi | |
| 18,546 | | |
| * | |
| Israel Berenshtein | |
| 14,500 | | |
| * | |
| Ronen Rosenbloom | |
| 14,500 | | |
| * | |
| Liat Sidi | |
| - | | |
| * | |
| Asaf Itzhaik | |
| - | | |
| * | |
| Executive Officers: | |
| | | |
| | |
| David Palach | |
| 100,000 | | |
| 2.93 | % |
| Lital Barda | |
| 42,857 | | |
| 1.25 | % |
| All directors and executive officers as a group (9 persons) | |
| 304,903 | | |
| 8.92 | % |
| (1) |
Shamuel
Yannay, chief executive officer of Yaaran Investments Ltd. (“Yaaran”) has sole voting and dispositive power over shares
owned by Yaaran. |
| (2) |
Gabi
Kabazo, chief financial officer of Plantify has sole voting and dispositive power over shares owned by Plantify. |
PROPOSAL
1: REVERSE STOCK SPLIT
Introduction
Our
Board adopted resolutions by unanimous written consent, and recommended that stockholders approve at the Special Meeting, a reverse stock
split of the issued and outstanding shares of the Company’s Common Stock (the “Reverse Stock Split”) at a ratio of
not less than 1-for-2 and not more than 1-for-35 (the “Reverse Split Range”), granting the Board the discretionary authority
to determine the exact ratio of the Reverse Stock Split within the Reverse Split Range and to amend the Company’s Articles of Incorporation,
as amended (the “Reverse Split Amendment”), implementing the Reverse Stock Split at such time and date, if at all, as to
be determined by the Board in its sole discretion.
Upon
the effectiveness of the Reverse Split Amendment, if effected, the issued shares of Common Stock outstanding immediately prior to the
Split Effective Time will be reclassified into a smaller number of shares. The ultimate ratio of the Reverse Stock Split will be based
on a number of factors, including market conditions, existing and expected trading prices for the Common Stock and the listing requirements
of to continue meeting the minimum bid requirement under The Nasdaq Capital Market (“Nasdaq”) listing rules. The form of
the Reverse Split Amendment is attached to this Proxy Statement as Annex A.
The
Reverse Stock Split will not change the number of authorized shares of Common Stock or preferred stock, or the par value of the Common
Stock or preferred stock. The following discussion is qualified in its entirety by the full text of the Reverse Split Amendment, which
is incorporated herein by reference.
Reasons
for the Reverse Stock Split and Nasdaq Listing Requirements
Our
Common Stock is listed on Nasdaq under the symbol “NITO”. For our Common Stock to continue to be listed on Nasdaq, we must
meet the current continued listing requirements, including the requirement under Nasdaq Listing Rule 5550(a) that our Common Stock maintain
a minimum bid price per share of at least $1.00 per share (the “Minimum Bid Price Requirement”).
On
each day between May 10, 2024 and May 15, 2024, the closing bid price of our Common Stock fell below $1.00. Previously, on separate occasions,
the closing bid price of our Common Stock fell below $1.00 as well. There is a risk that in the near future, the closing bid price of
our Common Stock will fall below $1.00 for the thirty (30) consecutive business days, which will constitute non-compliance with the Minimum
Bid Price Requirement. In that event, we will need to effect a reverse stock split of our outstanding shares of Common Stock within a
180-day compliance period at the reverse split ratio that would be sufficient to continue compliance with the Minimum Bid Price Requirement.
Last
year, on April 25, 2023, we received a deficiency letter from Nasdaq notifying us that for the
last 30 consecutive business days the bid price for our common stock had closed below the Minimum Bid Price Requirement for continued
listing on the Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) and that we had until October 22, 2023, to regain compliance with the
Minimum Bid Price Requirement. This required us to effect a reverse stock split of our Common Stock in order to regain compliance with
the Minimum Bid Price Requirements within the applicable compliance period. On October 5, 2023, we completed a one-for-seven (1-for-7)
reverse stock split of our outstanding shares of Common Stock, and on October 20, 2023,
we received notification from Nasdaq’s Listing Qualification Department notified us that we regained compliance with the Minimum
Bid Price Requirement.
The
Board determined that the Reverse Stock Split, if effected, will mitigate potential non-compliance
with Nasdaq Listing Rule 5550(a)(2) and recommends that the stockholders approve the Reverse Stock Split Proposal for the following reasons:
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the
Board believes that the Reverse Stock Split may be the only option available to the Company to increase its stock price as required
for continued listing on Nasdaq;
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the
Board believes a higher stock price may help generate investor interest in the Company and help the Company attract and retain employees;
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if
the Reverse Stock Split successfully increases the per share price of the Common Stock, the Board believes this increase may facilitate
future financings by the Company. |
The
Board has determined that the continued listing of our Common Stock on Nasdaq is in the best interests of our stockholders. In addition
to ensure compliance with continuing Nasdaq Listing Rules, including the Minimum Bid Price Requirement, if Reverse Stock Split becomes
effective, it could make our Common Stock more attractive to a broader range of institutional and other investors, as we have been advised
that the current per share trading price of our Common Stock may affect its acceptability to certain institutional investors, professional
investors and other members of the investing public. Many brokerage houses and institutional investors have internal policies and practices
that either prohibit them from investing in stocks priced below $1.00 or tend to discourage individual brokers from recommending such
stocks to their customers. In addition, some of those policies and practices may function to make the processing of trades in low-priced
stocks economically unattractive to brokers.
If
we were unable to maintain compliance with the Minimum Bid Price Requirement and our Common Stock were delisted from Nasdaq, trading
of our Common Stock would most likely take place on an over-the-counter market established for unlisted securities, such as the OTCQX,
the OTCQB or the OTC Pink Tier maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain
accurate quotations in seeking to buy or sell, our Common Stock on an over-the-counter market and many investors would likely not buy
or sell our Common Stock due to difficulty in accessing over-the-counter markets, or their own policies preventing them from trading
in securities not listed on a national exchange or other reasons. In addition, as a delisted security, our Common Stock would be subject
to SEC rules as a “penny stock,” which impose additional disclosure requirements on broker-dealers. The regulations relating
to penny stocks, coupled with the typically higher cost per trade to the investor of penny stocks due to factors such as broker commissions
generally representing a higher percentage of the price of a penny stock than of a higher-priced stock, would further limit the ability
of investors to trade in our Common Stock. In addition, if our Common Stock were no longer to be listed on Nasdaq, we believe the Company’s
ability to pursue and consummate future financings necessary to enable it to continue its business and operations would be materially
and adversely impaired. For these reasons and others, delisting would adversely affect the liquidity, trading volume and price of our
Common Stock, causing the value of an investment in us to decrease and having an adverse effect on our business, financial condition
and results of operations, including our ability to attract and retain qualified employees and to raise capital.
The
Board’s Discretionary Authority with respect to the determination of the Reverse Stock Split Ratio and the Time of the Effectiveness
of the Reverse Stock Split.
The
Reverse Stock Split Proposal, if approved by stockholders at this Special Meeting, would permit, but not require, the Board to effect
a Reverse Stock Split of our Common Stock at any time, with the specific split ratio to be fixed within the Reverse Split Range by the
Board in its sole discretion without further stockholder approval. The Board believes that granting this discretion enables the Board
to fix the specific Reverse Split Ratio within the Reverse Split Range will provide us with the flexibility to implement it in a manner
designed to maximize the anticipated benefits for our stockholders. In fixing the Reverse Stock Split Ratio, the Board may consider,
among other things, factors such as:
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the
total number of shares of Common Stock outstanding;
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Nasdaq
requirements for the continued listing of Common Stock;
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the historical trading price and trading volume of Common Stock; |
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the
then prevailing trading price and trading volume for Common Stock;
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the
anticipated impact of the Reverse Stock Split on the trading price of and market for Common Stock;
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the
administrative and transaction costs associated with potential exchange ratios;
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potential
financing opportunities; and
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prevailing
general market and economic conditions. |
The
Board may also determine that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders and decide
to abandon the Reverse Stock Split at any time before, during or after the Special Meeting and prior to its effectiveness, without further
action by the stockholders.
Effectiveness
of the Reverse Stock Split
If
approved by our stockholders, the Reverse Stock Split would become effective upon the filing of the Reverse Split Amendment with the
Secretary of State of the State of Nevada, or at the later time set forth in the Reverse Split Amendment, which will constitute the Split
Effective Time. The exact timing of the Reverse Split Amendment will be determined by the Board based on its evaluation as to when such
action will be the most advantageous to the Company and its stockholders. In addition, the Board reserves the right, notwithstanding
stockholder approval and without further action by the stockholders, to abandon the Reverse Split Amendment and the Reverse Stock Split
if, at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Nevada, the Board,
in its sole discretion, determines that it is no longer in our best interest and the best interests of our stockholders to proceed.
Potential
Market Effects of the Reverse Stock Split
The
Reverse Stock Split Proposal is intended primarily to increase the Company’s per share bid price and satisfy the Minimum Bid Price
Requirement under Nasdaq listing rules. Reducing the number of outstanding shares of Common Stock should, absent other factors, increase
the per share market price of the Common Stock, although the Company cannot provide any assurance that it will be able to meet or maintain
a bid price over the Minimum Bid Price Requirement for continued listing on Nasdaq or any other exchange. The delisting of the Common
Stock from Nasdaq may result in decreased liquidity, increased volatility in the price and trading volume of our Common Stock, a loss
of current or future coverage by certain sell-side analysts, a diminution of institutional investor interest and/or the impairment of
the Company’s ability to raise capital. Delisting could also cause a loss of confidence among the Company’s customers, collaborators,
vendors, suppliers and employees, which could harm its business and future prospects.
Reducing
the number of outstanding shares of Common Stock through a Reverse Stock Split is intended, absent other factors, to increase the per
share market price of our Common Stock. The market price of our Common Stock will also be based on and may be adversely affected by our
performance, financial results market conditions, the market’s perception of our business and other factors which are unrelated
to the number of shares outstanding. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in
the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split or that
the market price of the Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share
of Common Stock after a Reverse Stock Split will increase in proportion to the reduction in the number of shares of Common Stock outstanding
before the Reverse Stock Split. In addition, the Reverse Stock Split may not result in a market price per share that will attract certain
segments of the institutional investor community and the investing public that previously refrained from investing in us because of the
low market price of our Common Stock. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage
decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence
of a Reverse Stock Split. Furthermore, the liquidity of Common Stock could be adversely affected by the reduced number of shares that
would be outstanding after the Reverse Stock Split.
In
evaluating the Reverse Stock Split proposal, in addition to the considerations described above, the Board also took into account various
negative factors associated with reverse stock split generally. These factors include: the negative perception of reverse stock splits
held by some investors, analysts and other stock market participants; the fact that the stock price of some companies that have effected
reverse stock splits has subsequently declined in share price and corresponding market capitalization; the adverse effect on liquidity
that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a reverse stock split.
Potential
Increased Investor Interest if the Reverse Stock Split is Implemented
An
investment in the Common Stock at the current market price may not appeal to brokerage firms that are reluctant to recommend lower priced
securities to their clients. Investors may also be dissuaded from purchasing lower priced stocks because the brokerage commissions, as
a percentage of the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage firms do not monitor
the trading activity or otherwise provide coverage of lower priced stocks. Also, the Board believes that most investment funds are reluctant
to invest in lower priced stocks. The Board believes that the anticipated higher market price expected to result from a Reverse Stock
Split will reduce, to some extent, the negative effects of the practices of brokerage houses and investors described above on the liquidity
and marketability of the Common Stock.
There
are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per share
price of the Common Stock. The Company cannot predict whether the Reverse Stock Split will increase the market price for the Common Stock.
On October 5, 2023, the Company effected one-for-seven (1-for-7) reverse stock split of the Company’s outstanding Common Stock
by filing the Certificate of Amendment to the Amended and Restated Certificate of Incorporation
in Delaware. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance
that:
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the
market price per share of the Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of
shares of the Common Stock outstanding before the Reverse Stock Split; |
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the
Reverse Stock Split will result in a per share price that will attract brokers and investors who do not trade in lower priced stocks; |
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the
Reverse Stock Split will result in a per share price that will increase the ability of the Company to attract and retain employees; |
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the
market price per share will either exceed or remain in excess of $1.00, the Minimum Bid Price Requirement by Nasdaq for continued
listing; or |
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the
Company would otherwise meet the Nasdaq listing requirements even if the per share market price of the Common Stock after the Reverse
Stock Split meets the Minimum Bid Price Requirement. |
The
market price of the Common Stock will also be based on the Company’s performance and other factors, some of which are unrelated
to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of the Common Stock declines, the percentage
decline as an absolute number and as a percentage of the overall market capitalization of the Company may be greater than would occur
in the absence of a Reverse Stock Split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number
of shares that would be outstanding after the Reverse Stock Split.
Potential
Effects of the Proposed Reverse Split Amendment
If
our stockholders approve the Reverse Stock Split and the Board effects it, the number of shares of Common Stock issued and outstanding
will be reduced, depending upon the Reverse Split Ratio determined by the Board. The Reverse Stock Split will affect all holders of our
Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that, as described
below in “Fractional Shares,” holders of our Common Stock otherwise entitled to a fractional share as a result of the Reverse
Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split Ratio will, in lieu of a fractional
share, receive one whole share of Common Stock. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate
voting power (subject to the treatment of fractional shares).
The
Reverse Stock Split alone would have no effect on our authorized capital stock, and the total number of authorized shares of Common Stock
would remain the same as before the Reverse Stock Split. This would have the effect of increasing the number of shares of our Common
Stock available for issuance. The additional available shares would be available for issuance from time to time at the discretion of
the Board when opportunities arise, without further stockholder action or the related delays and expenses, except as may be required
for a particular transaction by law, the rules of any exchange on which our securities may then be listed, or other agreements or restrictions.
Any issuance of additional shares of our Common Stock would increase the number of outstanding shares of our Common Stock and (unless
such issuance was pro-rata among existing stockholders) the percentage ownership of existing stockholders would be diluted accordingly.
In addition, any such issuance of additional shares of our Common Stock could have the effect of diluting the earnings per share and
book value per share of outstanding shares of our Common Stock.
In
addition to sales of our Common Stock, if our stockholders approve the Reverse Stock Split and the Board effects it, the additional available
shares of our Common Stock would also be available for conversions of convertible securities that we may issue, acquisition transactions,
strategic relationships with corporate and other partners, stock splits, stock dividends and other transactions that may contribute to
the growth of our business. Any decision to issue equity will depend on, among other things, our evaluation of funding needs, developments
in business and technologies, current and expected future market conditions and other factors. There can be no assurance, however, even
if the Reverse Stock Split is approved and implemented, that any financing transaction or other transaction would be undertaken or completed.
The
Reverse Stock Split will not change the terms of our Common Stock. After the Reverse Stock Split, the shares of Common Stock will have
the same voting rights and rights to dividends and distributions and will be identical in all other respects to Common Stock now authorized.
The
Reverse Stock Split may result in some stockholders owning “odd-lots” of less than 100 shares of Common Stock. Brokerage
commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in “round-lots”
of even multiples of 100 shares.
After
the Split Effective Time, the Company will continue to be subject to the periodic reporting and other requirements of the Exchange Act.
Subject to compliance with applicable continued listing requirements, our Common Stock will continue to be listed on Nasdaq and traded
under the symbol “NITO,” although the exchange will add the letter “D” to the end of the trading symbol for a
period of 20 trading days after the Split Effective Time to indicate that a Reverse Stock Split has occurred. After the Split Effective
Time, it is expected that our Common Stock will have a new CUSIP number. The Reverse Stock Split is not intended as, and will not have
the effect of, a “going private transaction” as described by Rule 13e-3 under the Exchange Act. After the Split Effective
Time, the post-split market price of our Common Stock may be less than the pre-split price multiplied by the Reverse Stock Split Ratio.
In addition, a reduction in the number of shares outstanding may impair the liquidity for our Common Stock, which may reduce the value
of the Common Stock.
Beneficial
Holders of Common Stock
Upon
the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a stockbroker, bank or other nominee
in the same manner as registered stockholders whose shares are registered in their names. Stockbrokers, banks or other nominees will
be instructed to effect the Reverse Stock Split for their beneficial holders holding Common Stock in street name. However, these stockbrokers,
banks or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. Stockholders
who hold shares of Common Stock with a stockbroker, bank or other nominee and who have any questions in this regard are encouraged to
contact their stockbrokers, banks or other nominees.
Registered
“Book-Entry” Holders of Common Stock
Certain
registered holders of Common Stock may hold some or all of their shares electronically in book-entry form with our transfer agent. These
stockholders do not have stock certificates evidencing their ownership of the Common Stock. They are, however, provided with statements
reflecting the number of shares registered in their accounts. Stockholders who hold shares electronically in book-entry form with our
transfer agent will not need to take action to receive evidence of their shares of post-Reverse Stock Split Common Stock.
Fractional
Shares
We
will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who would otherwise be entitled to
receive a fractional share as a result of the Reverse Stock Split will receive one whole share of our Common Stock in lieu of such fractional
share.
Effect
of the Reverse Stock Split on Stock Option Awards and Equity Incentive Plans
Based
upon the Reverse Split Ratio, proportionate adjustments are generally required to be made to the per share exercise price or the per
share base price and the number of shares issuable upon the exercise of all outstanding options and to the per share exercise price of
all outstanding options. This would result in approximately the same aggregate price being required to be paid under such options upon
exercise, and approximately the same value of shares of our Common Stock being delivered upon such exercise immediately following the
Reverse Stock Split as was the case immediately preceding the Reverse Stock Split.
Effect
of the Reverse Stock Split on Warrants
In
addition to adjusting the number of shares of our Common Stock, we would adjust all shares underlying any of our outstanding warrants
as a result of the Reverse Stock Split, as required by the terms of these securities. In particular, we would reduce the conversion ratio
for each instrument, and would increase the applicable exercise price or conversion price in accordance with the terms of each instrument
and based on the Reverse Stock Split Ratio.
Accounting
Matters
The
proposed Reverse Split Amendment will not affect the par value of $0.0001 of our Common Stock. As a result, at the Split Effective Time,
the stated capital on our balance sheet attributable to the Common Stock will be reduced in the same proportion as the Reverse Stock
Split Ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The
per share net income or loss and net book value of the Common Stock will be reclassified for prior periods to conform to the post-Reverse
Stock Split presentation.
Pro
Forma Capitalization of Common Stock
The
table below summarizes the Company’s pro forma capitalization of Common Stock, as of May 20, 2024, before and after giving effect
to a hypothetical reverse stock split of one-for-two (1-for-2) and one-for-thirty-five (1-for-35). The table below does not include 5,000,000
shares of Preferred Stock authorized under our Articles of Incorporation, as amended, none of which is currently outstanding. While the
Reverse Stock Split alone would have no effect on our authorized capital stock, including our authorized preferred stock, if the stockholders
approve at this Special Meeting the Authorized Capital Increase Proposal, the Authorized Capital Increase Amendment may become effective
prior to the effectiveness of the Reverse Split Amendment.
| | |
Current | | |
After Reverse Split if 1:2 Ratio is Selected | | |
After Reverse Split if 1:35 Ratio is Selected | |
| | |
| | |
| | |
| |
| Shares of Common Stock Issued and Outstanding(1) | |
| 3,416,323 | | |
| 1,708,162 | | |
| 97,609 | |
| Shares of Common Stock Reserved for Future Issuance but not Issued and Outstanding(1)(2) | |
| 65,453 | | |
| 32,726 | | |
| 1,870 | |
(1)
These estimates do not reflect the potential effects of rounding up of fractional shares that may result from the Reverse Stock Split.
(2)
Includes, as of May 20, 2024, (i) 37,935 shares issuable upon the exercise of outstanding warrants at a weighted average exercise
price of $48.29and; (ii) 27,518 shares issuable upon the exercise of outstanding stock options, at a weighted average exercise price
of $23.69. Does not include any shares of Common Stock issuable upon the exercise or conversion of securities that may have been issued
after May 20, 2024.
Vote
Required
Reverse
Stock Split Proposal (Proposal 1) will require an affirmative vote of a majority of the total votes cast at the Special Meeting. Abstentions
will have no effect on the outcome of Proposal 1. We do not expect that there will be broker non-votes with respect to Proposal 1.
Because this proposal is a routine matter, brokers will have discretionary voting on this matter if they do not receive instructions.
Board
Recommendation
The
Board recommends a vote FOR the approval of the Reverse Stock Split (Proposal 1).
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PROPOSAL
2: APPROVAL OF THE AUTHORIZED CAPITAL INCREASE
The
Board has adopted and is recommending that our stockholders approve a proposed amendment to the Company’s Articles of Incorporation,
as amended (the “Authorized Capital Increase Amendment”). The authorized capital stock of the Company currently consists
of (a) 495,000,000 shares of Common Stock and (b) 5,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred
Stock”). The Authorized Capital Increase Amendment will increase the aggregate number of authorized shares of Common Stock from
495,000,000 shares to 10,000,000,000 shares and the aggregate number of authorized shares of capital stock from 500,000,000 shares to
10,005,000,000 shares. This amendment will not amend the aggregate number of authorized shares of Preferred Stock. If approved by our
stockholders, the increase in authorized shares of Common Stock (and the corresponding increase in the aggregate number of shares of
capital stock) will become effective as soon as the Board determines it is reasonably practicable after the Special Meeting by the filing
of the Authorized Capital Increase Amendment with the Secretary of State of the State of Nevada.
Reasons
for the Authorized Capital Increase Amendment
On
July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor
agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the July 2023 Purchase Agreement. The July 2023 Purchase
Agreement provides that (a) the price of the shares pursuant to the July 2023 Purchase Agreement will be 94% of the lowest volume-weighted
average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations,
including that (i) the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our
outstanding shares of common stock; (b) we may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with
such advances to be evidenced by a promissory note; and (c) we cannot request any such advances after January 31, 2024. As of the date
of this Proxy Statement, we issued to the Investor 777,224 shares of our Common Stock.
On
December 22, 2023, we entered into a second purchase agreement with the Investor (the “December 2023 Purchase Agreement”),
pursuant to which the Investor has agreed to purchase up to $20 million of our Common Stock over the course of 36 months from the date
of the December 2023 Purchase Agreement. The terms of the December 2023 Purchase Agreement provides that (a) the price of shares of our
Common Stock will be 94% of the lowest VWAP of our Common Stock for the three trading days immediately following the delivery of each
advance notice by us; (ii) the December 2023 Purchase Agreement will terminate automatically on the earlier of December 22, 2027, or
when the Investor has purchased an aggregate of $20 million of our shares of Common Stock; (c) we have the right to terminate the December
2023 Purchase Agreement upon five trading days’ prior written notice to the Investor. On February 8, 2024, our stockholders approved,
at the special meeting of stockholders, the issuance of 20% or more of our shares of common stock pursuant to the terms of the Purchase
Agreement with the Investor as required by Nasdaq Marketplace Rule 5635(d). As of the date of this Proxy Statement, we have sold the
Investor 426,039 shares of common stock at an average purchase price of $1.35.
As
contemplated by the Purchase Agreement, we may need to issue up to 6,130,074 shares of Common Stock to the Investor. Without an
increase in the number of authorized shares of Common Stock, we will not have sufficient shares of Common Stock to sell the shares of
our Common Stock to the Investor and to issue the shares of Common Stock pursuant to the terms to the December 2023 Purchase Agreement.
Accordingly, we are seeking stockholders’ approval of the Authorized Capital Increase Proposal to increase the aggregate number
of authorized shares of Common Stock from 495,000,000 shares to 500,000,000 shares. The additional shares of Common Stock authorized
would also be available for other issuances for any proper corporate purpose from time to time as determined by the Board.
A
proposed text of the Authorized Capital Increase Amendment is attached as Annex B to this Proxy Statement.
While
we do not have any current plans to issue additional equity securities, other than in connection with the Purchase Agreement, grants
under our present and future equity compensation plans and our obligations to issue shares of Common Stock to unrelated parties upon
conversion of the outstanding convertible notes or exercise of the outstanding warrants, the Board is seeking approval at this time to
increase the number of authorized shares of the Company’s Common Stock as set forth in the proposed Authorized Capital Increase
Amendment more than is needed to complete the transactions contemplated by the Purchase Agreement and obligations of the Company with
respect to the issuance of shares pursuant to the conversion of the outstanding notes and the exercise of the outstanding warrants, because
opportunities requiring prompt action may arise in the future and the Board believes the delay and expense in seeking stockholders’
approval for additional authorized shares of Common Stock could deprive the Company and our stockholders of the ability to benefit effectively
from opportunities.
The
additional shares of Common Stock to be authorized will have rights identical to the currently outstanding Common Stock. The proposed
amendment will not affect the par value of our Common Stock, which will remain at $0.0001 per share. Under the Articles of Incorporation,
as amended, our stockholders do not have preemptive rights to subscribe to additional securities which may be issued by us. This means
that current stockholders do not have a prior right to purchase any new issue of our capital stock in order to maintain their proportionate
ownership of Common Stock.
If
we issue additional shares of Common Stock or other securities convertible into Common Stock in the future, it could dilute the voting
rights of existing holders of Common Stock and could also dilute earnings per share.
Potential
Anti-Takeover Effect of Proposed Authorized Capital Increase Amendment
The
proposed Authorized Capital Increase Amendment could, under certain circumstances, have an anti-takeover effect, although this is not
the intention of the proposal, nor is it part of any plan to adopt a series of anti-takeover measures. The increased number of authorized
shares of Common Stock could discourage, or be used to impede, an attempt to acquire or otherwise change control of the Company. Such
issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium
over the market price that such an attempt could cause. Although the Company has no present intention to use the additional authorized
shares of Common Stock for such purposes, if the Authorized Capital Increase Proposal is adopted, these additional shares of our Common
Stock would be available for such purposes. Although the Company has adopted measures in the past that may have anti-takeover effects,
the Board has no current intention to propose other anti-takeover provisions. The Articles of Incorporation, as amended, provide that
the Board may issue, without stockholder action, shares of Preferred Stock in one or more classes or series with voting or other rights.
The issuance of shares of Preferred Stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the
assumption of control by a holder of a large block of our securities, or the removal of our incumbent management.
If
stockholders approve the Authorized Capital Increase Proposal, the Authorized Capital Increase Amendment will become effective upon the
filing with the Secretary of State of State of Nevada, which is expected to be filed after the Special Meeting when the Board determines
it is reasonably and practicable.
Other
Matters
All
share numbers included in the Authorized Capital Increase Proposal do not give effect to the Reverse Stock Split under the proposed Reverse
Split Proposal.
Required
Vote
The
affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote on the Authorized Capital Increase Proposal
is required to approve this Proposal 2. Abstentions will have the same effect as a vote against Proposal 2. We do not expect that there
will be broker non-votes with respect to Proposal 2.
Consequences
of Non-Approval of the Authorized Capital Increase Proposal
If
our stockholders fail to approve the Authorized Capital Increase Proposal, we may find it difficult not only to sell and issue the shares
under the December 2023 Purchase Agreement to the Investor but also to enter into new agreements that require us to issue shares of Common
Stock to issue shares of Common Stock upon conversion of the convertible notes or exercise of warrants or other transactions that require
the issuance of shares of Common Stock and it may negatively affect our ability to successfully implement our business plans and ultimately
generate value for our stockholders.
Board
Recommendation
The
Board recommends a vote FOR the approval of the Authorized Capital Increase Proposal (Proposal 2).
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PROPOSAL
3: AUTHORIZATION TO ADJOURN THE SPECIAL MEETING
General
In
this Adjournment Proposal, we are asking our stockholders to authorize the holders of any proxy solicited by our Board, and each of them
individually, to vote to adjourn the Special Meeting to another time and place, if necessary, to enable our Board to solicit additional
proxies in favor of the Reverse Split Proposal and the Authorized Capital Increase Proposal, in the event there are not sufficient votes
to approve such proposals. If our stockholders approve this Proposal 3, we could adjourn, postpone or continue the Special Meeting and
any adjourned session of the Special Meeting to use the additional time to solicit additional proxies, including the solicitation of
proxies from our stockholders that have previously voted against the Reverse Split Proposal or the Authorized Capital Increase Proposal
Among other things, approval of this Proposal 3 could mean that, even if we had received proxies representing a sufficient number of
votes to defeat the Reverse Split Proposal and the Authorized Capital Increase Proposal, we could adjourn the Special Meeting without
a vote on such proposals and seek to convince our stockholders to change their votes in favor of such proposals.
If
it is necessary or appropriate to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to our stockholders,
other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting
is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact
any business which might have been transacted at the original meeting.
Required
Vote
The
affirmative vote of a majority of the votes cast at the Special Meeting and entitled to vote on this proposal is required to approve
the Adjournment Proposal. Broker non-votes, if any, and abstentions will have no effect on the outcome of Proposal 3.
Board
Recommendation
The
Board recommends a vote FOR the Authorization to Adjourn the Special Meeting as Set Forth in Proposal 3.
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OTHER
BUSINESS
The
Board does not intend to bring any other matters before the Special Meeting and knows of no other matters to be brought before the Special
Meeting. If, however, any other business should properly come before the Special Meeting, the person named in the accompanying proxy
will vote the proxy in accordance with applicable law and as he may deem appropriate in their discretion, unless directed by the proxy
to do otherwise.
Interest
of Certain Persons in or Opposition to Matters to Be Acted Upon:
(a)
No officer or director of the Company has any substantial interest in the matters to be acted upon, other than his or her role as an
officer or director of, or as a stockholder of, the Company.
(b)
No director of the Company has informed us that he or she intends to oppose the action taken by the Company set forth in this Proxy
Statement.
ANNEX
A
FORM
OF CERTIFICATE OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
OF
N2OFF,
INC.
(to
be attached to the Nevada Form of Certificate of Amendment pursuant to NRS 78.385/78.390)
Section
2B(iv) shall be added after the end of Section 2B(iii) of Article IV of the Articles of Incorporation, as amended, to read as follows:
“Upon
the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”), each [______] (___) shares
of the Corporation’s common stock, par value $0.0001 per share (the “Old Common Stock”), either issued or outstanding
or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined
(without any further act) into one (1) share of Common Stock, par value $0.0001 per share, of the Corporation (the “New Common
Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation or the par value
which shall remain $0.0001 per share (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued
as a result of the Reverse Stock Split; instead of issuing such fractional shares, any fractional shares resulting from the Reverse Stock
Split shall be rounded up to the next whole number of shares of New Common Stock, and all shares of Common Stock eliminated as a result
of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately prior to the Effective Time, represented shares
of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange,
represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the
fraction, if any, of a share of New Common Stock issued as aforesaid.”
ANNEX
B
FORM
OF CERTIFICATE OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
OF
N2OFF,
INC.
(to
be attached to the Nevada Form of Certificate of Amendment pursuant to NRS 78.385/78.390)
Section
1 of Article IV of the Articles of Incorporation, as amended, shall be amended and restated in its entirety to read as follows:
ARTICLE
IV
CAPITAL
STOCK
1.
The total number of shares of capital stock which the Corporation shall have the authority to issue is ten billion five million (10,005,000,000),
of which (i) ten billion (10,000,000,000) shares be designated as common stock, par value of $0.0001 per share, which shares shall not
be subject to any preemptive rights, and (ii) five million (5,000,000) shares of preferred stock, par value of $0.0001 per share.
N2OFF,
INC.
HAPARDES
134 (MESHEK SANDER),
NEVE
YARAK, 4994500 ISRAEL
(347)
468-9583
PROXY
FOR SPECIALMEETING OF STOCKHOLDERS
TO
BE HELD ON ______ _____, 2024
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD
The
undersigned hereby constitutes and appoints David Palach as the true and lawful attorney, agent and proxy of the undersigned, with full
power of substitution to represent and to vote, on behalf of the undersigned, all shares of Common stock of N2OFF, Inc. (the “Company”)
held of record in the name of the undersigned at the close of business on ______, 2024, at the Special Meeting of Stockholders (the “Meeting”)
to be held at the offices of the Company’s legal counsel, The Crone Law Group, P.C. located at HaArba’a Street 28, South
Tower, 19th floor, Tel Aviv 6473925, Israel, and at any and all adjournments or postponements thereof, on the matters listed
on the reverse side, which are more fully described in the Notice of Special Meeting of Stockholders of the Company and Proxy Statement
relating to the Meeting.
The
undersigned hereby revokes any and all proxies heretofore given with respect to the vote at the Meeting.
This
proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to
any proposal, this proxy will be voted FOR each proposal, in accordance with the recommendations of the Company’s Board.
(Continued
and to be signed on the reverse side)
SPECIAL
MEETING OF STOCKHOLDERS OF
N2OFF,
INC.
_______
___, 2024
VOTE
BY MAIL (Mark, sign, date and mail your proxy card in the postage-paid, return-addressed envelope we have provided)
THE
BOARD RECOMMENDS A VOTE “FOR” EACH PROPOSAL LISTED BELOW.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
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FOR |
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AGAINST |
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ABSTAIN |
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1. |
To
approve the Reverse Split Amendment, implementing the reverse stock split of the issued and outstanding shares of our Common Stock
(the “Reverse Stock Split”) at a ratio of not less than 1-for-2 and not more than 1-for-35 (the “Reverse Split
Range”) and to grant the Board the discretionary authority to determine the exact ratio of the Reverse Stock Split within the
Reverse Split Range and to effect the Reverse Split Amendment at such time and date, if at all, as to be determined by the Board
in its sole discretion (the “Reverse Stock Split Proposal”); |
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2. |
To
approve the Authorized Share Amendment, to increase the aggregate number of authorized shares of our capital stock, from five hundred
million (500,000,000) shares, consisting of four hundred million ninety-five thousand (495,000,000) shares of Common Stock and five
million (5,000,000) shares of Preferred Stock, to ten billion five million (10,005,000,000) shares, consisting of ten billion (10,000,000,000)
shares of Common Stock and five million (5,000,000) shares of Preferred Stock (the “Authorized Capital Increase Proposal”).
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3. |
To
authorize an adjournment of the meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there
are not sufficient votes in favor of the Reverse Stock Proposal and the Authorized Capital Increase Proposal (the “Adjournment
Proposal”). |
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| Signature
of stockholder |
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Signature
of stockholder |
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| Note: |
Please
sign exactly as your name or names appear on this Proxy. When shares are held jointly, each owner should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate
name by a duly authorized officer, giving full title as such. If the signer is a partnership, please sign in partnership name by
authorized person. |
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