Neve Yarak, Israel, Jan. 05, 2026 (GLOBE NEWSWIRE) -- N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a drug discovery company that is also investing in solar energy assets based on the RTB (Ready to Build) business model, announced advancement in its European portfolio via its partnership with Solterra Renewable Energy Ltd. (“Solterra”). As announced on December 29, 2025, key milestones in Germany project, which includes solar energy PV and storage assets, have reduced permitting risks, unlocked va ...

Core Insights - N2OFF, Inc. is advancing its European portfolio through a partnership with Solterra Renewable Energy Ltd, focusing on solar energy assets and reducing permitting risks [1][5] Germany Update - The flagship project in Germany is on track for Q3 2026 approval, with no objections received during the public consultation phase, indicating strong regulatory support [9] - An amendment to the development agreement has been executed, providing Solterra with approximately €280,000 in advance funding, resulting in project-level savings exceeding $1.69 million [9] Italy Update - Formal planning applications for Sicilian battery storage projects have been submitted, with approvals targeted for H2 2026, contingent on the absence of material objections [4][9] - N2OFF will evaluate optimal value realization paths, including project sale or construction and operation, based on strategic partner decisions [4] Financial Highlights - The strategic renegotiation in Germany has optimized returns, demonstrating a disciplined and capital-efficient approach to project management [9] - The Italian battery storage projects are positioned for high-upside monetization flexibility, with options for sale or build-and-operate strategies [9]

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]

Financial Performance - Revenues from product sales for the nine months ended September 30, 2025, were $68,000, a slight decrease from $69,000 for the same period in 2024[20] - The gross profit for the nine months ended September 30, 2025, was $49,000, compared to a gross loss of $41,000 in the same period of 2024[20] - The company reported a net loss attributable to stockholders of $5,273,000 for the nine months ended September 30, 2025, compared to a loss of $3,820,000 in the same period of 2024[20] - The operating loss for the nine months ended September 30, 2025, was $4,779,000, compared to a loss of $3,064,000 in the same period of 2024[20] - Total revenue for the nine months ended September 30, 2025, was $68,000, a decrease from $69,000 in the same period of 2024[202] - Total expenses for the nine months ended September 30, 2025, were $4,617,000, an increase from $2,806,000 for the same period in 2024[209] Assets and Liabilities - Total current assets increased to $8,656,000 as of September 30, 2025, compared to $3,404,000 as of December 31, 2024, representing a 154% increase[17] - Total liabilities rose to $2,350,000 as of September 30, 2025, from $892,000 as of December 31, 2024, marking a 163% increase[19] - Stockholders' equity increased to $8,930,000 as of September 30, 2025, from $4,749,000 as of December 31, 2024, reflecting an 88% increase[17] - The company reported total assets of $3,196 million as of September 30, 2025, an increase from $2,302 million as of December 31, 2024[76] Research and Development - Research and development expenses increased to $81,000 for the nine months ended September 30, 2025, up from $38,000 in 2024, indicating a 113% increase[20] - Research and development expenses for the nine months ended September 30, 2025, totaled $81,000, up from $38,000 in 2024[205] Shareholder Equity and Stock Activity - The weighted average number of shares outstanding increased to 689,725 for the nine months ended September 30, 2025, compared to 143,160 in 2024, indicating a significant increase in shares[20] - The company completed a 1-for-35 reverse stock split on September 22, 2025, to comply with Nasdaq's minimum bid price requirement[43] - The Company issued 48,691 shares and warrants to purchase 267,858 shares at an exercise price of $8.40, resulting in gross proceeds of $1,500[141] - The Company issued 418,261 shares of Common Stock valued at $1,672 under the SEPA II, resulting in gross consideration of $3,335 and a recorded amount of $1,662 in the statements of operations[160] Investments and Acquisitions - The company has committed to further investments in solar projects, with $1,559,000 allocated to a solar photovoltaic joint venture project as of September 30, 2025[17] - The Company completed the acquisition of 100% of MitoCareX on October 20, 2025, with an initial purchase price allocation estimating $4,506 of intangible assets and $5,792 of goodwill[171] - The Company purchased 70% of SBI4 shares, resulting in SBI4 becoming a majority-owned subsidiary[130] Financing and Debt - The Company entered into a loan agreement with MitoCareX for $250, bearing 3% interest, maturing in June 2025[93] - The Company entered into a credit facility agreement for up to €6,000 thousands (approximately $7,020), with €2,000 thousands allocated for a loan in Germany and €4,000 thousands for other projects[120] - The Company recognized share-based compensation of $2,141 for the nine months ended September 30, 2025, compared to $811 in the same period of 2024[169] Operational Challenges and Future Outlook - The company has an accumulated deficit of $40 million as of September 30, 2025, and expects to continue generating losses and negative cash flows for the foreseeable future[46][47] - The company is closely monitoring the ongoing geopolitical situation in Israel, which may impact its operations and financial results[55] - The company continues to assess the impact of the current conflict on its operations and the value of its assets[56] Expenses Breakdown - Professional services expenses for the nine months ended September 30, 2025, were $1,853,000, up from $1,602,000 in 2024, reflecting a growth of 15.66%[209] - Share-based compensation for the nine months ended September 30, 2025, was $2,141,000, significantly higher than $814,000 in 2024, indicating an increase of 163.78%[209] - Legal expenses for the nine months ended September 30, 2025, were $273,000, compared to $151,000 in 2024, representing an increase of 80.79%[209] - Salaries and related expenses for the nine months ended September 30, 2025, were $131,000, up from $34,000 in 2024, showing an increase of 285.29%[209] - Selling and marketing expenses for the nine months ended September 30, 2025, were $130,000, down from $179,000 in 2024[207] - General and administrative expenses primarily consist of professional services, share-based compensation, and salaries, contributing to overall operating expenses[208]

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]