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 June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Nevada 26-4684680 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HaPardes 134 (Meshek Sander) Neve Yarak, Israel 4994500 (Address of princip ...

Core Insights - N2OFF, Inc. has completed a $2.7 million investment for the development of two Battery Energy Storage Systems (BESS) in Sicily, Italy, each with a capacity of 98MWp/392MWh [1][3] - The combined capacity of the BESS projects is approximately 196 MWp, valued at up to $13.5 million based on an estimate of $70,000 per MW [2][3] - The projects are designed to enhance grid stability and have secured preliminary grid connection approvals from Terna SpA, with expectations to achieve Ready-to-Build (RTB) status within 18-24 months [3][4] Company Overview - N2OFF, Inc. is a cleantech company focused on sustainable energy solutions and "Agrifood" tech, recently entering the solar market and funding various projects in the EU [5] - The company has invested over $1.2 million in its 70%-owned Italian subsidiary, which is involved in the BESS projects [1][5] - N2OFF's majority-owned Israeli subsidiary, Save Foods Ltd., focuses on post-harvest treatments for fruits and vegetables to prevent pathogen contamination [5] Market Context - Italy's solar market is experiencing strong growth, supported by government incentives and increasing public awareness of sustainability [4] - Solar electricity generation in Italy is projected to reach 36.47 billion kWh in 2025, with an annual growth rate of 6.86% from 2025-2029 [4] - Italy aims for 52 GW of solar capacity by 2030 and 74.6% renewable electricity by 2050 [4]

Core Viewpoint - N2OFF, Inc. is increasing its investment in a 111 MWp solar photovoltaic project in Melz, Germany, to integrate a 40–60 MWp battery energy storage system (BESS), aiming to enhance its renewable energy business and project capacity [1][2][5] Company Overview - N2OFF, Inc. is a clean tech company focused on sustainable solutions for solar energy and agri-tech, recently entering the solar PV market and planning to fund the current project with a total capacity of 111 MWp [6] Project Details - The Melz project received approval from the Melz Municipal Committee on December 31, 2024, to include the project in its statutory plan, moving towards ready-to-build status by early 2026 [2] - The integration of a 40–60 MWp BESS is intended to improve the facility's ability to store excess solar energy and manage electricity purchases and sales effectively [4] Market Insights - The battery energy storage systems market in Germany is projected to reach a revenue of US$ 2,271 million by 2030, with a compound annual growth rate of 30.7% from 2024 to 2030 [3] Strategic Collaborations - N2OFF is collaborating with Solterra Renewable Energy Ltd. to accelerate the development of renewable energy facilities in Europe, including projects in Sicily, Albania, and Poland [5]

PART I [PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited interim financial statements and management's analysis of the company's financial condition [Item 1. Condensed Consolidated Interim Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Interim%20Financial%20Statements%20%28unaudited%29) The unaudited interim financial statements detail asset and liability changes, net loss, and cash flow activities for the period [Condensed Consolidated Interim Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets) Total assets increased to **$7.37 million** while total liabilities surged to **$3.67 million**, decreasing stockholders' equity Condensed Consolidated Balance Sheet Data (in thousands USD) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $4,335 | $3,404 | | Solar photovoltaic joint venture project | $1,252 | $808 | | **Total Assets** | **$7,365** | **$5,465** | | **Total Current Liabilities** | $976 | $892 | | Credit facility | $764 | - | | Stock purchase warrants liability | $1,912 | - | | **Total Liabilities** | **$3,667** | **$892** | | **Total Stockholders' Equity** | **$3,698** | **$4,573** | [Condensed Consolidated Interim Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Loss) Revenues increased, but net loss widened to **$1.26 million** due to significant financing expenses Q1 2025 vs Q1 2024 Performance (in thousands USD, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenues from sales of products | $66 | $44 | | Gross Profit | $52 | $16 | | Operating Loss | $(619) | $(899) | | Financing (expenses) income, net | $(813) | $5 | | **Net Loss** | **$(1,257)** | **$(822)** | | Loss per share (basic) | $(0.07) | $(0.26) | | Weighted average shares (basic) | 16,170,201 | 2,960,667 | [Condensed Consolidated Interim Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Net cash used in operations improved, with investing activities funded by **$2.53 million** from financing Cash Flow Summary (in thousands USD) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(809) | $(1,008) | | Net cash used in investing activities | $(1,176) | - | | Net cash provided by financing activities | $2,532 | $40 | | **Increase (Decrease) in Cash** | **$538** | **$(965)** | [Notes to Condensed Consolidated Interim Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) Key notes reveal going concern doubt, strategic segment shifts, and significant financing and investment activities - Management has identified substantial doubt regarding the company's ability to continue as a going concern, as existing cash is projected to fund operations only until the end of Q4 2025[39](index=39&type=chunk) - The company has restructured its reporting into two segments: (i) Pathogen prevention and prolong shelf life, and (ii) Renewable energy projects, reflecting a strategic pivot[119](index=119&type=chunk) - On January 2, 2025, the company closed a Private Placement (PIPE) transaction, receiving gross proceeds of **$1.5 million** from the issuance of shares, pre-funded warrants, and warrants[106](index=106&type=chunk) - Subsequent to the quarter end, on April 9, 2025, the company sold its entire 60% stake in NTWO OFF Ltd. for **NIS 15 thousand**[122](index=122&type=chunk)[136](index=136&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic pivot, financial performance, liquidity, and the ongoing going concern risk [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Revenues and gross profit increased, but rising financing expenses led to a **53%** larger comprehensive loss Comparison of Operations for Three Months Ended March 31 (in thousands USD) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $66 | $44 | +50% | | Gross Profit | $52 | $16 | +225% | | R&D Expenses | $20 | $116 | -83% | | S&M Expenses | $47 | $57 | -19% | | G&A Expenses | $604 | $742 | -19% | | Financing (Expenses) Income, Net | $(813) | $5 | -16360% | | **Total Comprehensive Loss** | **$(1,257)** | **$(822)** | +53% | [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Operations depend on external financing, including a **$16 million** SEPA and a new **$3 million** purchase agreement - The company is dependent on external financing and has a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., with approximately **$16 million** remaining available as of May 15, 2025[158](index=158&type=chunk)[160](index=160&type=chunk) - On May 12, 2025, the company entered into a new Purchase Agreement with an investor to advance an aggregate principal amount of **$3 million**, structured in two tranches[131](index=131&type=chunk) - Subsequent to the quarter, the company sold its entire stake in NTWO OFF Ltd. and issued a significant number of shares to consultants and executive officers[135](index=135&type=chunk)[136](index=136&type=chunk) [Going Concern](index=33&type=section&id=Going%20Concern) Substantial doubt exists about the company's ability to continue as a going concern through Q4 2025 - There is substantial doubt about the company's ability to continue as a going concern for at least twelve months from the report's filing date[162](index=162&type=chunk) - Existing capital is expected to fund the operating plan only through the end of Q4 2025, after which the company will need to raise additional funds to continue operations[163](index=163&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures - As a smaller reporting company, N2OFF, Inc. is not required to provide quantitative and qualitative disclosures about market risk[168](index=168&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes to internal financial reporting controls - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[170](index=170&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[171](index=171&type=chunk) PART II [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, and other disclosures [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no pending legal proceedings involving itself, its directors, officers, or major security holders - There are no pending legal proceedings involving the company[173](index=173&type=chunk) [Item 1A. Risk Factors](index=34&type=page&id=Item%201A.%20Risk%20Factors.) As a smaller reporting company, the company is not required to provide risk factor disclosures in this report - The company is not required to provide risk factor disclosures in this report[174](index=174&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities were made during the quarter that have not been previously reported - No unregistered sales of equity securities were made during the quarter that have not been previously reported[175](index=175&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[176](index=176&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205%20Other%20Information) No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended March 31, 2025[178](index=178&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files

Core Insights - N2OFF, Inc. is entering the Polish renewable energy market by financing a 35MW/140MWh Battery Energy Storage System (BESS) project [1][2] - The project aims to expand Solterra's large-scale energy storage solutions, with future plans to increase capacity to over 100MW/400MWh [2] - N2OFF is one of four parties providing financing under a structured agreement, with a 15% share of net profits from the project [5] Company Overview - N2OFF, Inc. focuses on sustainable energy solutions and agri-tech innovations, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [6] - The company has recently entered the solar PV market and is providing funding for a total capacity of 111 MWp in collaboration with Solterra Renewable Energy Ltd. [6] Industry Context - Recent blackouts in Spain and Portugal have highlighted the need for resilient electricity systems, emphasizing the importance of energy storage solutions as the energy transition progresses [3][4] - The incident in Spain resulted in a loss of around 60% of power generation, underscoring the vulnerabilities in current energy infrastructure [4]

Core Insights - N2OFF, Inc. is participating in financing a 35MW/140MWh Battery Energy Storage System project in Poland, marking its entry into the Polish renewable energy market [1][2] - The project aims to expand Solterra's large-scale energy storage solutions, with future plans to increase capacity to over 100MW/400MWh [2] - N2OFF is one of four lenders involved in a structured financing agreement, expecting repayment within 30 months and a share of 15% of the net profits from the project [3] Company Overview - N2OFF, Inc. focuses on sustainable energy solutions and has recently entered the solar PV market, planning to provide funding for projects totaling 111 MWp [4] - The company is also involved in post-harvest treatments through its majority-owned subsidiary, Save Foods Ltd., which targets pathogen contamination in fruits and vegetables [4] Strategic Goals - The entry into the Polish market aligns with N2OFF's strategy to expand into high-potential renewable energy projects across different markets, emphasizing the importance of grid-scale energy storage for a stable, low-carbon energy future [4]

Core Insights - N2OFF, Inc. plans to invest an additional €25 million in a new Battery Energy Storage System (BESS) project co-located with its 111 MWp solar power plant in Melz, Germany, in partnership with Solterra Renewable Energy Ltd [1][3] - The initiative is enabled by a new German regulation (Section 8a of the Renewable Energy Sources Act - EEG) that allows project owners to connect additional assets like battery storage to the same grid connection, aiming to enhance grid infrastructure utilization and accelerate renewable energy deployment [2][3] Company Developments - The proposed BESS facility is expected to have a capacity of 60–80 MW / 240–360 MWh, which will be directly connected to the grid line for the Melz solar project, potentially improving grid efficiency and reducing infrastructure costs [3][4] - N2OFF and Solterra have previously announced the acquisition and commercialization of two large-scale battery storage systems in Sicily, Italy, totaling 196 MWp / 784 MWh, indicating a growing focus on energy storage solutions [5][6] Industry Context - Battery storage systems are increasingly vital for maintaining grid stability and integrating renewable energy, with the Melz BESS project expected to enhance local grid resilience and optimize renewable energy utilization [4][6] - The Melz project is part of a broader collaboration between N2OFF and Solterra, which aims to develop renewable energy facilities across Europe, including solar PV projects in Albania and additional BESS projects in Italy [6][7]

Acquisitions and Investments - The company is acquiring MitoCareX Bio Ltd. for $700,000, resulting in MitoCareX becoming a wholly-owned subsidiary [337]. - The company will invest an initial $1,000,000 in MitoCareX for ongoing research and development, subject to board approval [340]. - The company entered into a shareholder's agreement to acquire 70% of SBI4's shares for financing two battery storage projects in Sicily, Italy, with a loan of €2,300,000 at 7% interest [342][343]. - The company issued 6,250,000 units at a purchase price of $0.24 per unit, raising approximately $1,500,000 in a private placement [349]. - The company entered into a loan agreement with MitoCareX for $250,000 at an annual interest rate based on USD exchange rate fluctuations plus 3% [347][348]. - The company acquired 100,000 shares of Solterra Energy for NIS 300,000 (approximately $82,000) and an additional 167,000 shares for NIS 501,000 (approximately $137,000) [345]. - The company owned approximately 65% of Plantify's outstanding shares temporarily after a debt settlement agreement, which later decreased to approximately 25% [354][356]. - The company has a credit facility agreement with Pure Capital for financing up to €6,000,000, including a five-year warrant to purchase 1,850,000 shares at $1.00 per share [358]. Financial Performance - Revenues for the year ended December 31, 2024 were $210,000, a decrease of $53,000, or 20%, compared to $263,000 for 2023, primarily due to decreased sales in Mexico [372]. - Cost of sales increased to $165,000 for 2024, an increase of $110,000, or 200%, compared to $55,000 for 2023, mainly due to inventory write-offs in South Africa and Turkey [373]. - Gross profit for 2024 was $45,000, a decrease of $163,000, or 78%, compared to $208,000 for 2023, attributed to the increase in cost of sales [374]. - Research and development expenses for 2024 were $369,000, a decrease of $1,569,000, or 81%, compared to $1,938,000 for 2023, due to cost reduction measures [375]. - Selling and marketing expenses for 2024 were $238,000, a decrease of $34,000, or 13%, compared to $272,000 for 2023, primarily due to reduced personnel costs [376]. - General and administrative expenses for 2024 were $3,758,000, a decrease of $1,818,000, or 33%, compared to $5,576,000 for 2023, mainly due to reduced share-based compensation [377]. - Total net loss for 2024 was $5,347,000, a decrease of $1,913,000, or 26%, compared to $7,260,000 for 2023 [379]. Cash Flow - Net cash used in operating activities was $3,419,000 for 2024, compared to $3,234,000 for 2023, reflecting increased cash outflows [386]. - Net cash used in investing activities was $1,889,000 for 2024, an increase from $1,519,000 in 2023, mainly due to investments in renewable energy projects [387]. - Net cash provided by financing activities was $3,047,000 for 2024, a decrease from $3,473,000 in 2023, attributed to lower proceeds from standby equity purchase agreements [388]. Capital Resources and Going Concern - The company entered into a Purchase Agreement with an Investor to sell up to $20 million of common stock over 36 months, with shares priced at 94% of the lowest VWAP for three trading days following each Advance notice [391]. - As of March 29, 2024, the company has sold 28,333 shares of common stock at an average purchase price of $1.50 [391]. - The Investor pre-advanced $3 million of the $20 million commitment amount, subject to a 3% discount and an 8% annual interest rate on the outstanding principal [392]. - The company has an accumulated deficit of $34,553,000 as of December 31, 2024, and expects to incur losses for the foreseeable future [393]. - The company believes existing capital resources will support operations through the beginning of Q4 2025, but additional capital may be needed for growth [394]. - There is substantial doubt about the company's ability to continue as a going concern if sufficient additional capital is not obtained [395]. - If additional funds are raised through equity sales, stockholder ownership may be diluted, and if debt securities are issued, negative covenants may restrict company activities [395]. - The financial statements do not include adjustments for assets and liabilities that may be required if the company fails to operate as a going concern [395]. - As a smaller reporting company, the company is not required to provide detailed market risk disclosures [396]. Environmental Initiatives - The company aims to promote environmentally friendly agricultural practices through its subsidiary NTWO OFF, targeting a reduction in N2O emissions [334]. - The company is focused on developing eco-friendly solutions to improve food safety and shelf life, reducing spoilage and food loss [333].

Core Points - N2OFF, Inc. has signed a non-binding letter of intent with SB Impact 4 and Solterra for the investment and development of up to four utility-scale Battery Energy Storage System projects in Puglia, Italy, with a combined potential capacity of 380 MW [1][2] - The new projects build on an existing Development Service Agreement that grants exclusivity to SB Impact 4 and N2OFF for evaluating and potentially acquiring these projects within a 60-day period [2] - N2OFF is committed to invest up to €4.4 million in projects located in Germany and Italy, targeting a total capacity of over 300 MW [3] Project Details - The projects under negotiation are located in the Puglia region, with some having secured grid access while others are in early development stages [2] - SB Impact 4 will acquire one or more of these projects, integrating them into the existing Development Service Agreement, with structured payment terms based on key project milestones [4] Company Overview - N2OFF, Inc. focuses on sustainable energy solutions and agri-tech innovations, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [5] - The company has recently entered the solar PV market and is providing funding to Solterra Renewable Energy Ltd. for a current project with a total capacity of 111 MWp [5]

Core Insights - N2OFF is committed to investing up to €4.4 million in renewable energy projects in Germany and Italy, targeting a total capacity of over 300 MW [1] - The company has entered into a definitive agreement with Solterra Renewable Energy Ltd. to acquire two Battery Storage systems in Sicily, Italy, each with a capacity of 98MWp/392MWh [1][2] - N2OFF will hold a 70% ownership stake in these projects, marking a significant entry into the European energy storage market [2] Investment Details - The total investment for the projects is up to €2.3 million, which will be disbursed in milestones [2] - The projects are part of a broader joint venture with Solterra, focusing on solar and energy storage initiatives to meet the growing demand for energy storage solutions [3] Market Context - The demand for energy storage is increasing as more renewable projects come online, which is essential for grid flexibility [4] - Italy's MACSE scheme plans to conduct its first energy storage capacity auctions in the first half of 2025, offering 15-year contracts to support the development of storage projects [4] Project Development Timeline - The two Battery Storage projects have received connection capacity approval from Terna SpA, with an expected development timeline of 18-24 months to reach a Ready-to-Build stage [5] Company Overview - N2OFF, Inc. is a clean tech company focused on sustainable energy solutions and agri-tech innovation, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [6] - The company has recently entered the solar PV market and is providing funding for current and future projects in collaboration with Solterra Renewable Energy Ltd. [6]