Recent 8-K filings for NXTS
Highest-materiality recent filing
N2OFF to transfer 98% stake in Save Foods to Voice Assist for 19.99% of Voice Assist stock
- N2OFF to transfer 98% stake in Save Foods to Voice Assist; consideration: 60.2M Voice Assist shares (19.99% fully diluted).
- Closing expected within 90 days, subject to due diligence, tax opinion, and consents.
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Amended facility increases borrowing capacity from EUR 6M to EUR 10M, interest unchanged at 7% per annum.
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Nexentis shareholders approve reverse stock split and discounted equity issuance at special meeting
Reverse stock split (1-for-2 to 1-for-500) approved with 2,855,535 for, 272,430 against.
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Nexentis Technologies to effect 1-for-7 reverse stock split effective April 7, 2026
Reverse stock split at 1-for-7 ratio; effective April 7, 2026 at 4:15 p.m. EDT.
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Nexentis closes transfer of 98% stake in Save Foods to Voice Assist for 19.99% equity
Closed on March 15, 2026; transferred all Save Foods shares owned (~98% of outstanding).
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N2OFF issues 600,000 common shares to consultants for IR and business development services
Issued 600,000 shares of common stock on February 20, 2026.
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N2OFF rebrands to Nexentis Technologies, shifts focus to AI-driven mitochondrial biotech
Name change to Nexentis Technologies Inc. and ticker change to NXTS effective Feb 26, 2026.
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N2OFF to transfer 98% stake in Save Foods to Voice Assist for 19.99% of Voice Assist stock
N2OFF to transfer 98% stake in Save Foods to Voice Assist; consideration: 60.2M Voice Assist shares (19.99% fully diluted).
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N2OFF issues 35,000 shares for investor relations services
Issued 35,000 shares of common stock to a consultant on January 8, 2026.
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Issued 60,000 common shares to consultants for investor relations services under Section 4(a)(2) exemption.
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N2OFF files MitoCareX audited financials; target had $886K net loss, going concern doubt in 2024
MitoCareX net loss for 2024 was $886K, accumulated deficit $1,760K; cash used in operations $797K.
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N2OFF closes acquisition of MitoCareX, issuing stock and $700K cash for 100% of biotech
Acquired 100% of MitoCareX, a drug discovery company targeting resistant cancers including pancreatic and non-small cell lung cancer.
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N2OFF regains Nasdaq minimum bid price compliance; delisting risk resolved
Received Nasdaq confirmation on Oct 6, 2025 that bid price was ≥$1.00 for 10 consecutive business days (Sep 22 – Oct 3, 2025).
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N2OFF shareholders approve acquisition of MitoCareX Bio; closing targeted by early Oct 2025
Stockholders voted 11.7M for, 197K against to approve the MitoCareX acquisition; reverse split and warrant share proposals also passed.
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N2OFF announces 1-for-35 reverse stock split effective Sept 22, 2025
Reverse stock split ratio 1-for-35, effective for Nasdaq on September 22, 2025.
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N2OFF effects 1-for-35 reverse stock split; adds €600K loan for battery study
Reverse stock split at 1-for-35 ratio, effective September 3, 2025; CUSIP changes.
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N2OFF (NITO) provides $372K bridge loan to MitoCareX Bio pending acquisition
Loan principal $372,000 from N2OFF to MitoCareX Bio Ltd., term 6 months, interest at Israel Tax Authority USD rate +3%.
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N2OFF draws $1.5M first tranche of $3M advance; issues 8% promissory note due 2026
Received $1.5M on August 12, 2025 from YA II PN as first part of $3M advance under amended Purchase Agreement.
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N2OFF amends purchase agreement with YA II PN; issues 574,325 commitment shares
Amends May 12 Purchase Agreement with YA II PN; extends payment terms on $3M promissory notes.
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Outside Date extended by 90 days to 270 days from original agreement date (Feb 25, 2025).
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N2OFF extends acquisition deadline for MitoCareX by 90 days and provides additional $250K loan
Amendment to Securities Purchase and Exchange Agreement extends closing deadline by 90 days to 180 days from Feb 25, 2025.
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N2OFF secures up to $3M debt facility via Purchase Agreement with YA II PN
Up to $3M in two tranches: $1.5M after SEC filing, $1.5M after effectiveness.
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N2OFF issues 4.4M shares of common stock as compensation to CEO, CFO, and consultants
600,000 shares issued to CEO David Palach; 300,000 to CFO Lital Barda under 2022 Share Incentive Plan.
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N2OFF sells 100% stake in NTWO OFF Ltd. for 15,000 NIS (~$4,000)
Sold 4,200,000 shares of NTWO (100% ownership) to Yaaran Investments for 15,000 NIS.
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N2OFF receives Nasdaq bid price deficiency notice; 180-day cure period
On March 28, 2025, Nasdaq notified N2OFF that its stock closed below $1.00 for 30 consecutive business days.
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N2OFF amends beneficial ownership limit from 4.99% to 9.99% on December 2024 warrants
Amendment raises beneficial ownership cap from 4.99% to 9.99% for warrants issued in December 2024 private placement.
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N2OFF loans $250K to MitoCareX, pending acquisition funding
$250,000 loan to MitoCareX Bio Ltd., 6-month term, interest at Israel tax rate + 3%.
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N2OFF will purchase 70% of SBI4 shares from Solterra Brand Services Italy on final closing date.
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N2OFF signs definitive agreement to acquire MitoCareX Bio in stock-cash deal
N2OFF will pay $700,000 cash to SciSparc for 4,961 shares and issue common stock totaling 40% of fully diluted capital to all sellers.
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N2OFF regains Nasdaq minimum bid price compliance; delisting risk removed
Nasdaq notified N2OFF on Feb 6, 2025 of compliance with $1.00 minimum bid price for 10 consecutive business days (Jan 23 - Feb 5).
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N2OFF subsidiary Save Foods wins European patent opposition (EP2615932) filed by Ecolab
Save Foods Ltd. prevailed in opposition to its European patent EP2615932 filed by ECOLAB Inc.
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N2OFF granted additional 180 days by Nasdaq to meet minimum bid price rule through July 7, 2025
Nasdaq gave second 180-day extension until July 7, 2025, to regain $1.00 minimum bid price compliance.
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N2OFF closes $1.5M private placement; issues shares and warrants
Issued 1,704,116 common shares, pre-funded warrants for 4,545,884 shares, and warrants for 9,375,000 shares on Jan 2, 2025.
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N2OFF loans $250K to MitoCareX; issues 650K shares to directors
Loaned $250,000 to MitoCareX Bio Ltd. at Israel Tax Authority rate + 3%, due in six months.
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N2OFF corrects private placement terms; warrant amended with $0.048 floor price
Corrects prior 8-K: each unit = 1 share (or 1 pre-funded warrant) + 1.5 warrants at $0.24/unit.
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N2OFF raises $1.5M in private placement; acquires 65% of Plantify via debt settlement
Gross proceeds of ~$1.5M from 6.25M units at $0.24/unit; each unit includes common stock and warrants.
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N2OFF settles CDN$2.05M debt with Plantify, to hold 65.4% of its common shares
Debt of CDN$2,052,879.39 settled via 2,420,848 Plantify shares at CDN$0.848 per share.
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N2OFF annual meeting: authorized capital increase fails; all other proposals pass
Proposal to increase authorized shares from 500M to 10.005B failed; 2,886,707 for, 1,024,326 against (required majority of outstanding shares).
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N2OFF amends bylaws to reduce stockholder quorum requirement from majority to 33.33%
New quorum threshold: holders of at least 33.33% of voting power present in person or by proxy.
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N2OFF enters €6M credit facility, pursues spin-off and drug discovery acquisition
€6M non-recourse credit facility at 7% interest; warrant for 1.85M shares at $1.00 exercise price.
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N2OFF issues 1.69M shares to officers, consultants and investor
Issued 640,000 shares under 2022 Share Incentive Plan and 1,050,000 shares outside plan to consultants and officers on Sept 12, 2024.
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Grid connection approval in Meltz, Germany exceeds required 97 MW by ~10% for 111 MWp project.
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N2OFF JV secures grid connection approval for 111 MWp solar project in Germany
Joint venture with Solterra obtains approval to connect first PV solar project to power grid in Melz, Germany.
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N2OFF commits up to €1.56M for 50% profit rights in 111 MW German solar project
N2OFF and private investors loan €2.08M (N2OFF share €1.56M) to Solterra for 111 MWp Melz solar project; 7% interest, 5-year maturity.
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N2OFF receives Nasdaq bid price deficiency notice; 180-day cure period
Nasdaq notified N2OFF that its stock (NITO) closed below $1.00 for 30 consecutive business days, violating Listing Rule 5450(a)(1).
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N2OFF shareholders approve reverse stock split; authorized capital increase fails
Reverse stock split approved by 88.61% of votes cast; ratio range 1:2 to 1:35, board controls timing.
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N2OFF issues $1.5M promissory note to YA II PN, net $1.455M after 3% OID
Sold $1,500,000 note to YA II PN, Ltd.; proceeds $1,455,000 (3% original issue discount).
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Save Foods rebrands as N2OFF Inc., ticker changes to NITO on March 19, 2024
Company changed name from Save Foods, Inc. to N2OFF, Inc. effective March 19, 2024 at 12:01 a.m. PT.
Materiality & sentiment trend
Max materiality 0.75 · Median 0.55 · Most common event other_material