Material Agreement, Private Placement (Form 8-K)

1.01 Entry into a Material Agreement.

On July 25, 2025 N2OFF, Inc., a Nevada corporation (the "Company"), entered into an amendment (the "Amendment") to the Purchase Agreement, dated May 12, 2025 (the "Purchase Agreement") with YA II PN, Ltd. (the "Investor") pursuant to which the Investor committed to advance the Company the aggregate principal amount of $3,000,000, 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.

The Amendment provides for the issuance by the Company of an additional 574,325 shares of its common stock (or pre-funded warrants for the same number of shares) (the "Additional Commitment Shares") to the Investor within three business days from the execution of the Amendment. In connection with the Amendment, the Company and the Investor also agreed to revise the promissory notes (the "Revised Notes") to be issued pursuant to the Purchase Agreement. The Revised Notes reflect extended payment terms and certain other modifications as agreed upon by the parties.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, including a form of the Revised Note and a pre-funded warrant, a copy of which is filed hereto as Exhibit 10.1, and which is incorporated herein by reference 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 Additional Commitment Shares when issued pursuant to the terms of the Amendment 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.