N2OFF Inc美股招股说明书(2025-08-27版)

N2OFF, INC. 70,369,898 Shares of Common Stock This prospectus relates to the resale, from time to time of up to (i) 69,119,898, shares of common stock, par value $0.0001 per share of N2OFF,Inc., a Nevada corporation (the “Company”) by YA II PN, Ltd. (the “Selling Stockholder”), pursuant to a standby equity purchase agreement (the“SEPA”) which the Company entered into with the Selling Stockholder, dated as of December 22, 2023, and (ii) 1,250,000 shares of common stock,consisting of 675,675 shares of common stock held by the Selling Stockholder (the “Commitment Shares”) and 574,325 shares issuable upon theexercise of a pre-funded warrant (the “Additional Commitment Shares”). Pursuant to the SEPA, the Selling Stockholder agreed to purchase up to $20million shares of the Company’s common stock over thirty-six months following the date of the SEPA. As of the date hereof, $3,134,745 worth of shareshave been sold to the Selling Stockholder with $16,865,255 of the total $20 million remaining for sale. The price of the common stock to be issuedunder the SEPA will be 94% of the lowest volume weighted average trading price (the “VWAP”) of the common stock for the three consecutive tradingdays following the delivery of each written notice by the Company to the Selling Stockholder requesting an advance pursuant to the SEPA. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale or other disposition of shares bythe Selling Stockholder. The Selling Stockholder or its transferees, pledgees, assignees, or successors-in-interest may offer and sell or otherwise dispose of the shares ofcommon stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the shares offered by this prospectus, andwe do not know when or in what amount the Selling Stockholders may sell their shares of common stock hereunder following the effective date of thisregistration statement. The Selling Stockholder will bear the cost of all commissions and discounts, if any, attributable to the sales of shares. We will bear all othercosts, expenses, and fees in connection with the registration of the shares. See “Plan of Distribution” on page 39 of this prospectus for more informationabout how the Selling Stockholder may sell or dispose of the shares of our common stock. The Selling Stockholder is deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. Our common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NITO.” On July 29, 2025, the last reported sale priceof our common stock on Nasdaq was $0.2440 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and, as such, are eligible forreduced public company reporting requirements. Investing in our securities involves a high degree of risk. You should read this prospectus as well as the information incorporatedherein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page 8 of this prospectus and in thedocuments incorporated by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is August 27, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY2THE OFFERING5RISK FACTORS8USE OF PROCEEDS30MARKET FOR COMMON STOCK30SELLING STOCKHOLDERS36DESCRIPTION OF CAPTIAL STOCK37PLAN OF DISTRIBUTION39MANAGEMENT’S DISCUSSION AND ANANYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS40OUR BUSINESS55MANAGEMENT79EXECUTIVE COMPENSATION84SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT86LEGAL89EXPERTS89WHERE YOU CAN FIND MORE INFORMATION89FINANCIAL STATEMENTSF-1ii ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). The SellingStockholder named in this prospectus may from time to time sell the securities described in the prospectus. You should read this prospectus togetherwith the more detailed information regarding our company, our common stock, and our financial statements and notes to those statements that areincluded in this prospectus and any additional information that we incorporate in this prospectus by reference, which we describe under the heading“Where You Can Find More Information.” You should rely only on the information contained in, or incorporated by reference in, this prospectus and in any accompanying prospectussupplement. We have not authorized any