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As previously disclosed in its Current Report on Form 8-K filed on July 31, 2024, on June 30, 2024 N2OFF, Inc., a Nevada corporation (the "Company"), has entered into a Loan Agreement (the "Loan Agreement") with Solterra Renewable Energy Ltd. ("Solterra"), and other lenders signatory thereto pursuant to which such lenders committed to loan Solterra the aggregate principal amount of € 500,000 (€ 375,000 of which was committed by the Company) with interest accruing on the principal at the rate of 7% per annum, to be paid annually beginning June 30, 2025.
In connection with the Loan Agreement, on July 31, 2024, the Company, entered into a Loan and Partnership Agreement (the "Loan and Partnership Agreement"), with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG (the "Partnership"), Solterra, and other lenders signatory thereto (collectively, the "Lenders"), pursuant to which the Lenders committed to loan the Partnership (the "Loan") an aggregate principal amount of € 2,080,000 (€ 1,560,000 of which was committed by the Company). Interest accrues on the loan at the rate of 7% per annum. The Loan matures on the earlier of (i) the sale of the Partnership or (ii) five years from the date of the Loan and Partnership Agreement. All loans to the Partnership from Solterra will be subordinate to the Loan. On June 23, 2025, in accordance with that certain Addendum No. 1 to the Loan Partnership Agreement, the Lenders provided €25,000 in additional funding at 7% interest for preliminary work on the Melz battery storage study.
On September 8, 2025, the Partnership entered into Addendum No. 2 to the Loan and Partnership Agreement ("Addendum No. 2"), pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of €600,000 (the "Principal Addendum Amount"). The Principal Addendum Amount bears interest at a rate of 7% per annum and will mature in accordance with the terms of the Loan under the Loan and Partnership Agreement. Proceeds from Addendum No. 2 are intended to be used to initiate a study for optimizing a battery storage facility near the Melz PV Project. A copy of Addendum No. 2 is filed hereto as Exhibit 10.1, and which is incorporated herein by reference in its entirety.
Item 3.03 Material Modifications to Rights of Security Holders.
As previously reported on the Current Report on Form 8-K filed the Company with the Securities and Exchange Commission on July 3, 2024, at the special meeting of stockholders of the Company held on June 28, 2024, the holders of approximately 88.61% of the Company's voting power entitled to vote at that special meeting, approved to effect a reverse stock split of the issued and outstanding shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), by a ratio of no less than 1-for-2 and not more than 1-for-35, with the exact split ratio to be determined by the board of directors of the Company (the "Board") in its sole discretion. After the special meeting, the Board determined that it is in the best interests of the Company and its stockholders to effectuate a reverse stock split of the Common Stock at a ratio of one-for-thirty-five (1-for-35) (the "Reverse Stock Split").
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