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N2OFF, Inc. (NASDAQ:NITO), an agriculture chemicals company, has entered into a material definitive agreement with YA II PN, Ltd., securing a financing commitment of $3 million, according to a recent SEC filing. The agreement, dated Sunday, May 12, 2025, outlines that $1.5 million will be available within 60 days following a new SEC registration statement for share resale under the Standby Equity Purchase Agreement (SEPA) from December 22, 2023. An additional $1.5 million will become available within 60 days after the registration statement is declared effective by the SEC, with the second tranche to occur within 180 days of the first.
N2OFF, Inc., formerly known as Save Foods , Inc., must register additional shares to continue accessing the SEPA, following the sale of all shares previously registered under a registration statement effective February 6, 2025. The new financing arrangement prohibits N2OFF from incurring additional debt beyond what is permitted by the agreement and restricts the issuance of securities tied to the company’s share price, including equity lines of credit.
The promissory notes issued under this agreement will have a 12-month maturity, bear 8% annual interest, and will be repayable in ten equal monthly installments starting 60 days post-issuance. The company has the option to pay in cash or through SEPA advances. In the event of default, the interest rate will increase to 18% per annum. N2OFF retains the right to prepay with a 5% premium on the principal of each prepayment.
In addition to the financing, N2OFF will issue 675,675 Commitment Shares to the Investor, valued at $300,000 based on the last closing price before the agreement date, and has paid a $15,000 structuring fee.
This financial move is part of N2OFF’s efforts to strengthen its financial position and comes as the company continues to navigate the capital markets. The full details of the agreement and notes are included in the SEC filing as Exhibits 10.1 and 4.1, respectively. This report is based on information from a press release statement.
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