N2OFF Announces Reverse Stock Split

Rhea-AI Summary

N2OFF (NASDAQ: NITO) has announced a 1-for-35 reverse stock split effective September 22, 2025. The move aims to regain compliance with Nasdaq's continued listing requirements and attract institutional investors. Following the split, the company's outstanding shares will decrease from approximately 33 million to 953 thousand shares.

The reverse split was previously approved by stockholders at a Special Meeting on June 28, 2024. The company's stock will continue trading under the symbol "NITO" with a new CUSIP number 80512Q501. Proportionate adjustments will be made to outstanding options and warrants, and fractional shares will be rounded up to the next whole share.

Positive

• Potential to regain Nasdaq listing compliance through higher share price
• May attract institutional investors through improved share price metrics
• Automatic rounding up of fractional shares benefits stockholders
• No action required from shareholders holding shares in book-entry form

Negative

• Significant reduction in total outstanding shares may impact liquidity
• Implementation of maximum authorized split ratio (1-for-35) suggests urgent need for price improvement
• Stock price must maintain compliance levels to avoid future split scenarios

Insights

Financial Analyst

N2OFF's 1-for-35 reverse split aims to regain Nasdaq compliance but signals concerning share price deterioration with minimal fundamental change.

N2OFF's announcement of a 1-for-35 reverse stock split represents a significant capital structure change aimed at addressing immediate listing concerns. The split will artificially increase the company's share price by consolidating 35 existing shares into 1 new share, reducing outstanding shares from 33 million to approximately 953,000 while maintaining the same authorized share count.

This aggressive ratio (at the maximum end of their approved 1-for-2 to 1-for-35 range) strongly suggests N2OFF has experienced substantial share price deterioration, likely falling well below Nasdaq's $1 minimum bid requirement. The company explicitly states the primary purpose is to "regain compliance with the continued listing requirements of Nasdaq."

The second stated objective—making shares "more attractive to certain institutional investors"—is less convincing. Many institutions are sophisticated enough to look beyond nominal share price to fundamentals. While some funds have minimum share price requirements, this alone rarely drives institutional interest.

Importantly, the reverse split changes nothing about N2OFF's underlying business, market capitalization, or enterprise value. It's purely a technical adjustment that proportionally increases per-share metrics while reducing share count. The automatic rounding up of fractional shares to whole shares represents a minor positive for small shareholders.

The split affects all equity instruments, with proportional adjustments to outstanding options and warrants. With unchanged authorized shares but dramatically reduced outstanding shares, management has created significant room for future dilutive issuances—a factor investors should monitor closely, particularly if the company needs additional capital.

Neve Yarak, Israel, Sept. 18, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” or the “Company”), a clean tech company engaged in sustainable solutions for the energy and agri-tech industries, announced that its Board of Directors has approved a one-for-thirty-five (1-for-35) reverse stock split of its common stock that is scheduled to become effective for Nasdaq purposes on September 22, 2025. Beginning on September 22, 2025, the Company’s common stock will trade on the Nasdaq Capital Market on a split adjusted basis under a new CUSIP number 80512Q501. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “NITO.” As previously disclosed, at the Special Meeting of the Stockholders of N2OFF held on June 28, 2024, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors, among other things, to effect a reverse stock split at a ratio in the range of 1-for-2 and 1-for-35 in order to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors, which would provide for a stronger investor base.

Upon effectiveness of the reverse stock split, every 35 shares of the Company’s outstanding common stock will be converted to one share of common stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock.

No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each such stockholder will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. The number of authorized shares of the Company’s common stock will not change, while the number of outstanding shares will be reduced from approximately 33 million to approximately 953 thousand.

Registered stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer agent, Securities Transfer Corporation, will send instructions for exchanging those certificates for new certificates representing the post-split number of shares. Securities Transfer Corporation can be reached at (469) 633-0101.

Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 31, 2024, a copy of which is also available at www.sec.gov or at https://www.n2off.com/investors-relations-sec-filings/.

About N2OFF, Inc.:

N2OFF, Inc. is a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech. Through its operational activities it delivers integrated solutions for sustainable energy, greenhouse gas emissions reduction and safety, quality solutions for the agri- tech market. N2OFF is currently the lead investor in four solar projects in three different EU countries, all of which were introduced by Solterra Renewable Energy Ltd., a wholly owned subsidiary of Solterra Energy Ltd. Save Foods Ltd., N2OFF’s majority-owned Israeli subsidiary, focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination. For more information visit our website: www.n2off.com.

Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in N2OFF’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

Investor Relations Contacts:
Michal Efraty
michal@efraty.com

FAQ

What is the reverse stock split ratio for N2OFF (NITO) and when does it take effect?

N2OFF will implement a 1-for-35 reverse stock split effective September 22, 2025, converting every 35 shares into 1 share of common stock.

How many shares will N2OFF (NITO) have outstanding after the reverse split?

After the reverse split, N2OFF's outstanding shares will decrease from approximately 33 million to 953 thousand shares.

Why is N2OFF (NITO) conducting a reverse stock split?

The reverse split aims to regain compliance with Nasdaq's continued listing requirements and make the stock more attractive to institutional investors.

What happens to fractional shares in N2OFF's reverse stock split?

Stockholders entitled to fractional shares will automatically receive an additional fraction to round up to the next whole share.

Do N2OFF (NITO) shareholders need to take any action for the reverse split?

Shareholders holding shares in book-entry or through a broker do not need to take any action. Those with physical certificates will receive instructions from Securities Transfer Corporation.