NITO:NASDAQ 8-K regarding Voice Assist Inc. (VSST)...
The 90 days for this merger deal with VSST is really right around the corner as time flies. This deal appears to be a deal that is going to potentially get VSST straight to the NASDAQ:
On January 13, 2026, N2OFF, Inc., a Nevada corporation (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”), and, for certain limited purposes set forth therein, Save Foods Ltd., a private company incorporated under the laws of the State of Israel and a majority-owned subsidiary of the Company (“Save Foods”, and together with the Company and Voice Assist, the “Parties”). Pursuant to the Agreement, on the closing date of the transactions contemplated therein (the “Closing”, and the date on which the Closing occurs, the “Closing Date”), the Company will transfer to Voice Assist all of the ordinary shares of Save Foods owned by the Company, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods (the “Shares”), free and clear of any encumbrances. The Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type.
The Closing is expected to occur within 90 calendar days of the date of the Agreement, customary closing conditions.
On the terms and subject to the conditions set forth in the Agreement, the consideration to be delivered by Voice Assist to the Company for the Shares will consist of the issuance at Closing to the Company of that number of shares of common stock of Voice Assist, par value $0.001 per share, that represents 19.99% of Voice Assist on a fully-diluted basis, calculated as of immediately following the Closing (the “Consideration”).
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
The Company also entered into a Services Agreement with Voice Assist (the “Services Agreement”), pursuant to which the Company will provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time.
On the terms and subject to the conditions set forth in the Services Agreement, the consideration to be delivered by Voice Assist to the Company will consist of (i) deferred cash consideration in an aggregate amount of $1,000,000, payable solely from future Voice Assist equity and/or debt financing transactions completed during the five-year period beginning on the execution date of the Services Agreement, in installments equal to no less than 5% and no more than 15% of the gross proceeds actually received by Voice Assist in each such financing, with each installment payable within 20 days after Voice Assist’s receipt of such proceeds, subject to an aggregate cap of $1,000,000; (ii) ongoing royalty consideration equal to 75% of the gross profit generated from “New Future Projects” during the first three years following such execution date, 15% of such gross profit generated during years four through ten following such date, and 5% thereafter, in each case calculated as set forth in the Services Agreement; and (iii) an amount equal to 75% of any “Ecolab Gross Proceeds” actually received by Voice Assist, Save Foods or their respective affiliates in respect of the “Ecolab Claim,” in each case as defined and on the terms set forth in the Services Agreement.
The Services Agreement will remain in effect through calendar year 2026, and the Company may, in its sole discretion, extend the Services Agreement from time to time until the Company has received the full amount of the consideration payable to it under the Services Agreement.
The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement. A copy of the Services Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Warning Concerning Forward Looking Statements
This Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. For example, this Current Report states that the Closing is subject to various conditions and contingencies as are customary in transactions of such nature. The Company is using forward-looking statements when it discusses the satisfaction of customary closing conditions. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.
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