N2OFF, Inc. 8-K

What Happened
N2OFF, Inc. (NITO) filed an 8-K on January 13, 2026 disclosing a Securities Exchange Agreement under which N2OFF will transfer all of its ordinary shares in Save Foods Ltd. (about 98% of Save Foods) to Voice Assist, Inc. In exchange, Voice Assist will issue to N2OFF shares representing 19.99% of Voice Assist on a fully-diluted basis immediately following the closing. The closing is expected within 90 calendar days of the agreement and is subject to customary closing conditions.

Key Details

• Transfer: N2OFF will transfer ~98% of Save Foods’ issued and outstanding ordinary shares to Voice Assist, free and clear of encumbrances.
• Equity consideration: Voice Assist will issue N2OFF shares equal to 19.99% of Voice Assist on a fully-diluted basis at closing.
• Services Agreement: N2OFF and Voice Assist also entered a Services Agreement under which N2OFF will provide advisory/support services. Compensation includes:
  • Deferred cash up to $1,000,000 payable solely from future Voice Assist equity/debt financings over 5 years (installments equal to 5–15% of gross proceeds per financing, each installment payable within 20 days of receipt; aggregate cap $1,000,000);
  • Royalties of 75% of gross profit from “New Future Projects” for years 1–3, 15% for years 4–10, and 5% thereafter (as defined in the agreement);
  • 75% of any “Ecolab Gross Proceeds” actually received by Voice Assist, Save Foods or affiliates related to the “Ecolab Claim.”
• Term: The Services Agreement remains in effect through calendar year 2026 and may be extended at N2OFF’s discretion until it receives the full agreed consideration.
• Regulatory filing: The agreements are filed as Exhibits 10.1 and 10.2 to the 8-K; the issuance of securities is reported under Item 3.02 (unregistered sales of equity securities).

Why It Matters
This transaction moves N2OFF’s ownership of Save Foods out of N2OFF and into Voice Assist while converting that asset into a near-20% equity stake in Voice Assist plus potential cash and royalty streams. For investors, the deal changes N2OFF’s asset mix (loss of direct ownership of Save Foods) and replaces it with a minority equity position in Voice Assist and contingent financial upside tied to future financings, project revenues, and any Ecolab recovery. Key things to watch: completion of the closing, the actual dilution/valuation implied by the 19.99% issuance, timing and realization of deferred cash payments, and the reported results from any “New Future Projects” and Ecolab-related proceeds.