- **N2OFF, Inc. (NITO) stockholders approved the acquisition of MitoCareX Bio Ltd.**, a biotech company focused on drug discovery for cancer therapeutics, at a special meeting on **September 25, 2025**.  **[1789192_0001493152-25-014952_ex99-1.htm:0]** **[1789192_0001493152-25-014952_form8-k.htm:1]** 
- The acquisition involves N2OFF purchasing **6,622 shares for $700,000** and issuing common stock equivalent to **40% of its fully diluted capital** to the sellers, with an additional commitment of a **$1,000,000** initial cash investment to MitoCareX.  **[1789192_0001493152-25-014952_ex99-1.htm:0]** 
- This acquisition represents a strategic shift for N2OFF, previously a cleantech company, into the drug discovery market.  **[1789192_0001493152-25-014952_ex99-1.htm:0]** 
- Separately, a **1-for-35 reverse stock split** was effected on **September 22, 2025**, and stockholders also approved a proposal for the board to effect another reverse stock split within a range of 1-for-2 to 1-for-150.  **[1789192_0001493152-25-014952_form8-k.htm:1]**

N2OFF Stockholders Approve Merger with Drug Discovery Company

- **N2OFF, Inc. (NITO) announced a 1-for-35 reverse stock split** of its common stock, scheduled to become effective for Nasdaq purposes on **September 22, 2025**.  **[1789192_0001493152-25-013998_ex99-1.htm:0]** **[1789192_0001493152-25-013998_form8-k.htm:1]** 
- The primary objective of the split is to **increase the per share price and bid price** to regain compliance with Nasdaq's continued listing requirements and attract institutional investors.  **[1789192_0001493152-25-013998_ex99-1.htm:0]** 
- Following the reverse stock split, the number of outstanding shares will be reduced from approximately **33 million to approximately 953 thousand**.  **[1789192_0001493152-25-013998_ex99-1.htm:0]**

N2OFF (NITO)