N2OFF, Inc. Material Event - What Happened

Hey there! Let's break down what's going on with N2OFF, Inc. in a way that makes sense, without all the fancy finance talk. Think of this as me explaining it to you over coffee.

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1. What happened? (The actual event, in plain English)

Okay, so here's the big news: N2OFF, Inc. just made a major move by selling off its majority stake (about 98%) in its subsidiary, Save Foods Ltd., to another public company called Voice Assist, Inc. In return, N2OFF isn't getting cash upfront for the sale of Save Foods. Instead, they're getting a significant ownership stake in Voice Assist and a separate agreement for ongoing payments and services.

Specifically, N2OFF will receive 19.99% of Voice Assist's common stock (meaning nearly a fifth of the company, accounting for all potential shares) once the deal closes. On top of that, N2OFF also entered into a Services Agreement with Voice Assist, where N2OFF will provide advisory and support services.

2. When did it happen?

This all went down on January 13, 2026. The company officially announced it through a regulatory filing.

3. Why did it happen? (The backstory and context)

So, why did this happen? While the filing doesn't spell out N2OFF's exact reasons, it looks like a strategic move to restructure their business and potentially unlock value from their investment in Save Foods. Instead of directly owning and operating Save Foods, N2OFF is now trading that direct ownership for a substantial piece of Voice Assist, which will now own Save Foods. This could allow N2OFF to:

• Streamline its operations or focus on other core businesses.
• Gain exposure to Voice Assist's business and future growth, in addition to Save Foods'.
• Secure new, ongoing revenue streams through the Services Agreement, without the day-to-day operational responsibilities of Save Foods.

It's like N2OFF decided to swap being the main owner of one house for being a significant co-owner of a bigger apartment building that now includes that house, plus getting paid to help manage the building.

4. Why does this matter? (The impact and significance)

Alright, so why should you care about this? This is a big deal because it fundamentally changes N2OFF's business structure and future revenue potential.

• Shift in Assets: N2OFF is no longer the direct owner of Save Foods. Its stake in Save Foods is now indirect, through its ownership in Voice Assist.
• New Revenue Streams: The Services Agreement is crucial. N2OFF stands to receive:
  • $1 million in deferred cash from Voice Assist's future fundraising efforts over the next five years.
  • Significant royalties (up to 75% for the first three years, then less) from the gross profits of "New Future Projects" developed by Voice Assist.
  • 75% of any money received from an "Ecolab Claim," which sounds like a potential legal or financial recovery related to Ecolab.

This means N2OFF's financial health will now be tied not just to its remaining operations, but also to the success of Voice Assist and its ability to raise funds and generate profits from new projects.

5. Who is affected? (Employees, customers, investors, etc.)

This event touches a lot of people.

• For N2OFF's employees: The filing doesn't specify, but employees directly involved with Save Foods might see their employer change from N2OFF to Voice Assist. For other N2OFF employees, it might mean a shift in company focus.
• For N2OFF's customers: If you're a customer of Save Foods, your products or services will now be provided by Voice Assist, though N2OFF will still be involved in an advisory capacity. For customers of N2OFF's other businesses (if any), there might be no direct change.
• For investors (that's us!): This is a major transformation for N2OFF.
  • N2OFF shareholders will now indirectly own a piece of Save Foods through N2OFF's stake in Voice Assist. They will also benefit from the new revenue streams N2OFF gets from the Services Agreement. This could change N2OFF's risk profile and growth prospects.
  • Voice Assist shareholders will see their company grow by acquiring Save Foods and gaining N2OFF as a significant shareholder and service provider.
• For Save Foods: It will now operate as a subsidiary of Voice Assist, with N2OFF still providing support.

6. What happens next? (Immediate and future implications)

So, what's on the horizon?

• Immediately: The deal is expected to close within 90 calendar days of the January 13th agreement, assuming all the usual conditions are met. Once it closes, N2OFF will officially own 19.99% of Voice Assist.
• Looking ahead: N2OFF will begin providing services to Voice Assist under the Services Agreement, which will remain in effect through at least the end of 2026. N2OFF can even extend this agreement until they've received all the payments due to them (like the $1 million deferred cash and royalties). This means N2OFF will have a long-term relationship and financial interest in Voice Assist's success.

7. What should investors/traders know? (Practical takeaways)

Okay, for those of us watching our portfolios, here's the lowdown:

• Keep an eye on:
  • The closing of the deal: This is the first big milestone.
  • Voice Assist's performance: Since N2OFF will own a significant chunk of Voice Assist and its future revenue depends on Voice Assist's success (especially for the deferred cash and royalties), Voice Assist's stock performance and business developments will be very relevant to N2OFF.
  • Future announcements from N2OFF: They might provide more details on their strategy post-divestiture.
  • The "Ecolab Claim": Any news on this could mean a significant payout for N2OFF.
• Potential upside/downside:
  • Upside: If Voice Assist performs well, raises a lot of capital, and generates strong profits from new projects, N2OFF could see substantial financial benefits from its stock ownership and the Services Agreement. This could be a smart way for N2OFF to diversify its interests and create new value.
  • Downside: If Voice Assist struggles, fails to raise capital, or its new projects don't take off, N2OFF's expected deferred cash and royalty payments could be delayed or reduced, and the value of its Voice Assist stock could decline.
• What this means for your strategy: This event significantly changes N2OFF's business model. It's no longer just about Save Foods. It's now about N2OFF's remaining business (if any), its stake in Voice Assist, and the success of the Services Agreement. This adds a new layer of complexity and opportunity. It might be worth doing a bit more research into Voice Assist and its prospects before making any moves related to N2OFF stock.