SEC Comment Letter 0000000000-25-002522 to Nexentis Technologies Inc. (NXTS) (CIK 0001789192) (NITO)
Nexentis Technologies Inc. (NXTS) (CIK 0001789192)
Date: March 6, 2025 · CIK: 0001789192 · Accession: 0000000000-25-002522
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-40403
Letter
March 6, 2025 David Palach Chief Executive Officer N2OFF, Inc. HaPardes 134 (Meshek Sander) Neve Yarak, Israel Re:N2OFF, Inc. Preliminary Proxy Statement on Schedule 14A Filed February 27, 2025 File No. 001-40403 Dear David Palach: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed February 27, 2025 General 1.We note Proposal 1 is to approve a proposed acquisition by the Company of all of the share capital of MitoCareX Bio Ltd., including the issuance of shares of the Company’s common stock that is equal to or in excess of 20% of the Company’s outstanding common stock before the issuance. Accordingly, please revise to provide the information required by Item 13(a) and Item 14 of Schedule14A or provide us with your analysis as to why you are not required to do so. 2.We note you did not provide pro forma financial information pursuant to Item 14(b)(11) of Schedule 14A. Please revise to provide pro forma financial information prepared in accordance with Article 11 of Regulation S-X or provide us with your analysis as to why you are not required to do so. The preliminary proxy statement was filed using the EDGAR tag “PRE 14A” rather than the required tag “PREM14A,” which tag indicates that the materials relate to a merger, acquisition, or disposition. Please file any revised preliminary proxy statement with the PREM14A EDGAR tag and ensure that any subsequent proxy 3.
March 6, 2025 Page 2 statement filings are properly designated. Filers must prepare electronic filings in the manner prescribed by the EDGAR Filer Manual. See Rule 301 of Regulation S-T. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551- 4466 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc:Eleanor Osmanoff, Esq.
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March 6, 2025
David Palach
Chief Executive Officer
N2OFF, Inc.
HaPardes 134 (Meshek Sander)
Neve Yarak, Israel
Re:N2OFF, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 27, 2025
File No. 001-40403
Dear David Palach:
We have reviewed your filing and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 27, 2025
General
1.We note Proposal 1 is to approve a proposed acquisition by the Company of all of the
share capital of MitoCareX Bio Ltd., including the issuance of shares of the
Company’s common stock that is equal to or in excess of 20% of the Company’s
outstanding common stock before the issuance. Accordingly, please revise to provide
the information required by Item 13(a) and Item 14 of Schedule14A or provide us
with your analysis as to why you are not required to do so.
2.We note you did not provide pro forma financial information pursuant to Item
14(b)(11) of Schedule 14A. Please revise to provide pro forma financial information
prepared in accordance with Article 11 of Regulation S-X or provide us with your
analysis as to why you are not required to do so.
The preliminary proxy statement was filed using the EDGAR tag “PRE 14A” rather
than the required tag “PREM14A,” which tag indicates that the materials relate to a
merger, acquisition, or disposition. Please file any revised preliminary proxy
statement with the PREM14A EDGAR tag and ensure that any subsequent proxy 3.
March 6, 2025
Page 2
statement filings are properly designated. Filers must prepare electronic filings in the
manner prescribed by the EDGAR Filer Manual. See Rule 301 of Regulation S-T.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-
4466 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Eleanor Osmanoff, Esq.