Material Agreement, Private Placement (Form 8-K)

1.01 Entry into a Material Agreement.

As previously disclosed in its Current Report on Form 8-K filed on May 13, 2025, on May 12, 2025, N2OFF, Inc., a Nevada corporation (the "Company"), entered into a Purchase Agreement (the "Purchase Agreement") with YA II PN, Ltd. (the "Investor"), pursuant to which the Investor committed to advance to the Company the aggregate principal amount of $3,000,000 (the "Advance"), of which (i) up to $1,500,000 will be made available upon the request of the Company, which may be made within 60 days following the date a new registration statement has been filed with the Securities and Exchange Commission (the "SEC") registering the resale of shares issuable pursuant to a Standby Equity Purchase Agreement, dated as of December 22, 2023 (the "SEPA") between the Company and the Investor, and (ii) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date that said registration statement is declared effective, with each advance to be evidence by a promissory note issued to the Investor.

As previously disclosed in its Current Report on Form 8-K filed on July 28, 2025, on July 25, 2025, the Company entered into an amendment (the "Amendment") to the Purchase Agreement. Pursuant to the Amendment, among other things, the promissory notes to be issued pursuant to the Purchase Agreement were revised to reflect extended payment terms and certain other modifications as agreed upon by the parties.

On August 12, 2025, pursuant to the terms and conditions of the Purchase Agreement, as amended, the Investor paid to the Company the first portion of the Advance in the amount of $1,500,000 and the Company issued a promissory note in the principal amount of $1,500,000 tothe Investor (the "Note").

The foregoing description of the Note is not complete and is qualified in its entirety by reference to the full text of the Note. A copy of the Note is filed hereto as Exhibit 10.1, and which is incorporated herein by reference in its entirety.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above in Item 1.01 is incorporated herein by reference into this Item 3.02. The Note, pursuant to the terms of the Purchase Agreement as amended will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.