Core Insights - N2OFF, Inc. has completed the acquisition of MitoCareX Bio Ltd., focusing on the precision oncology market and leveraging MitoCareX's proprietary MITOLINE algorithm for drug discovery [1][2][3] Company Overview - MitoCareX Bio Ltd. is a biotechnology company utilizing MITOLINE, an algorithm for 3D modeling of mitochondrial transport proteins, to develop therapies for difficult-to-treat cancers [2][4] - The company targets mitochondrial SLC25 transport proteins, which are crucial in the metabolic reprogramming of aggressive cancers like lung and pancreatic cancer, with a projected global therapeutic market exceeding $50 billion by 2026 [3][4] Strategic Direction - MitoCareX aims to optimize hit-to-lead medicinal chemistry and pharmacokinetic profiling in 2026, with the goal of nominating a preclinical development candidate [5] - The company is exploring strategic collaborations and licensing agreements to expand MITOLINE's applications, creating non-dilutive revenue opportunities [6][7] Long-Term Vision - The long-term strategy includes preparing for IND-enabling studies to transition MitoCareX toward clinical readiness while establishing MITOLINE as a scalable discovery engine [7][8] - MitoCareX's approach combines mitochondrial biology, computational modeling, and precision oncology, positioning it uniquely in the biotech sector [8][9] Innovation and Value Creation - The MITOLINE algorithm enables high-throughput in silico screening of small molecules, accelerating the drug discovery process [4][10] - The company aims to build a repeatable, data-driven discovery platform that transforms mitochondrial biology into sustained innovation and value creation [10][11]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File No. 001-40403 N2OFF, INC. (Exact name of registrant as specified in its charter) Nevada 26-4684680 (State or other ...

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, with investments in four solar projects across three EU countries [5]. - The company also controls approximately 98% of Save Foods Ltd., which specializes in post-harvest treatments for fruits and vegetables [6]. MitoCareX Overview - MitoCareX is a biotech firm dedicated to developing novel therapies for challenging cancers by targeting the mitochondrial SLC25 protein family [2]. - The company utilizes its proprietary algorithm, MITOLINE™, for 3D comparative modeling of mitochondrial proteins, aiding in the identification of anti-cancer small molecule therapeutics [2]. Merger Details - The acquisition of MitoCareX was finalized on October 20, 2025, with N2OFF purchasing ordinary shares for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Viewpoint - SciSparc Ltd. has completed the sale of its majority-owned subsidiary MitoCareX Bio Ltd. to N2OFF, Inc., marking a strategic shift in its business focus [1][3]. Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company specializing in cannabinoid pharmaceuticals, with ongoing drug development programs targeting conditions such as Tourette syndrome, Alzheimer's disease, and autism spectrum disorder [5]. MitoCareX Details - MitoCareX is dedicated to developing novel therapies for difficult-to-treat cancers by targeting mitochondrial SLC25 protein family [2]. - The proprietary algorithm MITOLINE™ allows for reliable 3D comparative modeling of these proteins, facilitating the identification of potential anti-cancer therapeutics [2]. Transaction Details - The agreement with N2OFF involved the purchase of 6,622 shares of MitoCareX for $700,000, along with an exchange of remaining shares for 40% of N2OFF's fully diluted capital stock [3]. - The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years post-closing [3]. - MitoCareX is now a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees [3]. Market Context - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the RTB (Ready to Build) business model, currently leading four solar projects across three EU countries [5]. - MitoCareX specializes in drug discovery targeting cancer therapeutics through the mitochondrial SLC25 protein family, utilizing its proprietary algorithm MITOLINE for 3D comparative modeling [2]. Merger Details - The acquisition closed on October 20, 2025, with N2OFF purchasing ordinary shares of MitoCareX for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a CAGR of 8.7% [2].

Neve Yarak, Israel, Oct. 08, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a cleantech company investing in solar energy assets based on the RTB (Ready to Build) business model, announced that it has received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”), informing the Company that it has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Company had previously ...

Core Insights - Return Company has acquired four battery storage projects in Germany, expanding its operations beyond the Netherlands [1][5] - N2OFF Company is deploying a battery storage system alongside a solar power project in Germany, enhancing its renewable energy portfolio [6][7] Group 1: Return Company - Return Company has acquired a total capacity of 310MW/670MWh of battery storage systems from BESSMART in Germany [4] - The acquired battery storage systems are located at key 110kV grid nodes in Brandenburg, Saxony-Anhalt, and Saxony, and are expected to be operational by 2027 [4] - Return Company aims to create a network effect through its battery storage business, optimizing renewable energy investments for its clients [4][3] Group 2: N2OFF Company - N2OFF Company is developing a 115MW solar power plant in Melz, Germany, with an accompanying 107MW/214MWh battery storage system [6] - The solar project received local government approval in January 2025, and the scale of the battery storage system was doubled from initial estimates [6][7] - N2OFF Company is collaborating with Entrix as the market access provider for the solar plus storage project, aiming to maximize revenue through integrated optimization [7]

Core Insights - SciSparc Ltd. announced the approval of the acquisition of its majority-owned subsidiary, MitoCareX Bio Ltd., by N2OFF, Inc., which is a significant milestone for the completion of the acquisition [1][4] Company Overview - SciSparc Ltd. is a specialty clinical-stage pharmaceutical company focused on developing therapies for central nervous system disorders and cannabinoid pharmaceuticals [6] - The company is engaged in drug development programs targeting conditions such as Tourette Syndrome, Alzheimer's disease, and autism spectrum disorder [6] Acquisition Details - N2OFF will acquire MitoCareX by purchasing 6,622 shares for $700,000 and exchanging remaining shares for N2OFF common stock, totaling 40% of N2OFF's fully diluted capital stock [3] - The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years post-closing [3] - N2OFF is committed to financially support MitoCareX with an initial cash investment of $1,000,000 during the first two years following the acquisition [4] MitoCareX Focus - MitoCareX is developing novel therapies for difficult-to-treat cancers by targeting mitochondrial SLC25 protein family [2] - The global cancer therapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, indicating significant growth potential in the sector [2]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Top KingWin Ltd (WAI) has increased by 79% to $5.68 - Robo.ai Inc. (AIIO) is up 16% at $2.84 - Amplify Energy Corp. (AMPY) has risen by 12% to $6.53 - Diginex Limited (DGNX) is up 9% at $14.50 - MasterBrand, Inc. (MBC) has increased by 9% to $14.15 - GLOBALFOUNDRIES Inc. (GFS) is up 8% at $35.69 - Crinetics Pharmaceuticals, Inc. (CRNX) has risen by 7% to $38.50 - Aquestive Therapeutics, Inc. (AQST) is up 7% at $5.68 - American Woodmark Corporation (AMWD) has increased by 6% to $69.40 - NLS Pharmaceutics AG (NLSP) is up 5% at $2.17 [3] Premarket Losers - Concentrix Corporation (CNXC) has decreased by 21% to $43.05 - N2OFF, Inc. (NITO) is down 20% at $4.40 - SciSparc Ltd. (SPRC) has fallen by 16% to $5.11 - Legacy Education Inc. (LGCY) is down 13% at $10.68 - DarioHealth Corp. (DRIO) has decreased by 12% to $11.99 - AlphaTON Capital Corp. (ATON) is down 12% at $5.50 - SHF Holdings, Inc. (SHFS) has fallen by 10% to $6.20 - Fusion Fuel Green PLC (HTOO) is down 8% at $4.55 - Linkage Global Inc (LGCB) has decreased by 8% to $2.19 - PepGen Inc. (PEPG) is down 7% at $5.42 [4]

Core Viewpoint - N2OFF, Inc. has announced the approval of the acquisition of MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, by its stockholders during a special meeting held on September 25, 2025 [1] Company Overview - N2OFF, Inc. is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, currently leading four solar projects across three EU countries [6] - The company also controls approximately 98% of Save Foods Ltd., which focuses on post-harvest treatments for fruits and vegetables [7] Acquisition Details - The acquisition agreement involves N2OFF purchasing 6,622 shares from SciSparc Ltd. for $700,000 and exchanging additional shares for 40% of MitoCareX's fully diluted capital stock [3] - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, and may be entitled to milestone-based issuances of up to 25% of N2OFF's common stock [3][4] - N2OFF is committed to financially support MitoCareX with an initial cash investment of $1,000,000 during the first two years post-acquisition [4] MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [2] - The global Cancer Therapeutics and Biotherapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, indicating significant growth potential in this sector [2]