N2off Inc.

09/25/2024 | Press release | Distributed by Public on 09/25/2024 14:21

Private Placement Form 8 K

Item 3.02. Unregistered Sales of Equity Securities.

On September 12, 2024, N2OFF,Inc. (the "Company") issued an aggregate of 640,000 shares of common stock under its 2022 Share Incentive Plan (the "Plan")and an aggregate of 1,050,000 shares of common stock outside of the Plan in consideration of services provided to the Company by certain consultants and officers, including 320,000 shares issued to David Palach, the Company's Chief Executive Officer, and 160,000 shares issued to Lital Barda, the Company's Chief Financial Officer.

On September 23, 2024, the Company issued 50,000 shares of common stock to an investor pursuant to the terms of a standby equity purchase agreement with such investor entered into on December 23, 2023.

The issuance of such shares were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.