Core Viewpoint - N2OFF, Inc. has announced a one-for-thirty-five reverse stock split to enhance its stock price and attract institutional investors, effective September 22, 2025 [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will convert every 35 shares of outstanding common stock into one share, adjusting the per share exercise price and the number of shares for all outstanding options and warrants accordingly [2]. - The number of outstanding shares will decrease from approximately 33 million to about 953 thousand, while the number of authorized shares will remain unchanged [3]. - Stockholders will not receive fractional shares; instead, they will receive an additional fraction of a share to round up to the next whole share [3]. Group 2: Stockholder Actions - Registered stockholders holding shares in book-entry or through a bank or broker do not need to take any action regarding the reverse stock split [4]. - Stockholders with physical stock certificates will receive instructions from the Company's transfer agent for exchanging their certificates for new ones reflecting the post-split number of shares [4]. Group 3: Company Overview - N2OFF, Inc. is focused on sustainable solutions in the energy and agri-tech sectors, including integrated solutions for sustainable energy and greenhouse gas emissions reduction [6]. - The company is a lead investor in four solar projects across three EU countries and has a majority-owned subsidiary, Save Foods Ltd., which specializes in post-harvest treatments for fruits and vegetables [6].

Core Insights - N2OFF, Inc. is making significant advancements in solar energy and energy storage projects across Germany, Italy, and Poland, emphasizing its commitment to the clean energy transition [1][4]. Key Solar and Energy Storage Projects - The Melz Solar PV Project in Germany has a capacity of 111 MWp and has achieved critical milestones, including municipal approval and entering the hearing process for RTB status targeted for 2026 [2][7]. - In Italy, two Battery Energy Storage Systems (BESS) projects in Sicily, each with a capacity of 98 MWp/392 MWh, are in development and expected to reach RTB status by mid-2027 [3][7]. Strategic Investments and Opportunities - N2OFF has allocated €600,000 in debt financing for the Melz BESS integration, with a 7% annual interest rate and a 25% profit-sharing agreement post-loan repayment [4]. - The joint venture with Solterra aims for a total portfolio capacity of approximately 300 MW across Europe, indicating a robust growth strategy in renewable energy [4][5].

Core Viewpoint - N2OFF, Inc. is expanding its Melz solar project by integrating a large-scale battery energy storage system (BESS), which is expected to enhance revenue and provide higher returns to stockholders [1][5]. Financial Aspects - N2OFF and other lenders provided €600,000 in additional funding to Solterra at a 7% annual interest rate, with N2OFF entitled to 25% of potential profits after loan repayment [2]. - The integration of the BESS is projected to yield incremental revenues of €100–120 per MW annually, representing a 40–50% increase compared to load shifting alone [3]. Project Details - The Green BESS Project will have a capacity of 107 MW / 214 MWh and aims to optimize electricity sales while providing additional grid services [1]. - The Melz project is part of N2OFF's flagship joint venture with Solterra, which received municipal approval to proceed with the statutory plan, with final approval expected in early 2026 [5]. Strategic Partnerships - N2OFF is collaborating with Solterra Renewable Energy Ltd. to accelerate the development of renewable energy projects across Europe, including multiple BESS projects in Italy and Poland [6][7]. Market Position - Entrix, a partner in the project, has a strong presence in the European energy market, managing over 2.4 GW and 7 GWh of battery storage assets [8].

[Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section outlines forward-looking statements regarding future events, financial performance, liquidity, and business opportunities, based on current information and management's interpretations - This section contains forward-looking statements regarding future events, expectations, results, performance, liquidity, financial condition, prospects, and opportunities; these statements are predictions based on current information and management's interpretation of significant factors affecting the business[8](index=8&type=chunk) - Key risks and uncertainties include efforts to complete and integrate acquisitions/joint ventures, international expansion risks, potential need for additional financing, operational costs, conditions in Israel (conflicts, instability), dangers in production/transportation of chemicals, ability to attract/retain personnel, intellectual property protection, support for future growth, potential product liability/IP infringement claims, climate change effects, and portfolio concentration[9](index=9&type=chunk)[11](index=11&type=chunk) [PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated interim financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Condensed Consolidated Interim Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Interim%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated interim financial statements of N2OFF, Inc. for the periods ended June 30, 2025, including the balance sheets, statements of comprehensive loss, statements of stockholders' equity, and statements of cash flows, along with their accompanying notes [Condensed Consolidated Interim Balance Sheets (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets%20(unaudited)) The unaudited condensed consolidated interim balance sheets provide a snapshot of the company's financial position, detailing assets, liabilities, and stockholders' equity as of June 30, 2025, and December 31, 2024 Condensed Consolidated Interim Balance Sheets (USD in thousands) | Metric (USD in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | **Assets** | | | | Cash and cash equivalents | 3,138 | 2,154 | | Total Current assets | 5,016 | 3,404 | | Solar photovoltaic joint venture project | 1,634 | 808 | | Total assets | 7,752 | 5,465 | | **Liabilities** | | | | Total current liabilities | 1,060 | 892 | | Total liabilities | 2,201 | 892 | | **Stockholders' Equity** | | | | Total stockholders' equity| 5,551 | 4,573 | | Total liabilities and stockholders' equity | 7,752 | 5,465 | [Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Loss%20(unaudited)) The unaudited condensed consolidated interim statements of comprehensive loss present the company's financial performance for the three and six months ended June 30, 2025, and 2024, highlighting revenues, cost of sales, operating expenses, and net loss Condensed Consolidated Interim Statements of Comprehensive Loss (USD in thousands) | Metric (USD in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Three months ended June 30, 2025 | Three months ended June 30, 2024 | | :------------------------ | :----------------------------- | :----------------------------- | :------------------------------- | :------------------------------- | | Revenues from sales of products | 66 | 61 | - | 17 | | Cost of sales | (17) | (34) | (2) | (6) | | Gross profit (loss) | 49 | 27 | (2) | 11 | | Operating loss | (3,452) | (1,628) | (2,832) | (847) | | Net loss from continuing operations | (5,809) | (1,483) | (4,552) | (779) | | Net loss | (5,765) | (1,622) | (4,508) | (800) | | Net loss attributable to the Company's stockholders' equity | (5,702) | (1,556) | (4,509) | (787) | | Total loss per share (basic) | (0.28) | (0.49) | (0.18) | (0.23) | | Comprehensive loss | (5,778) | (1,622) | (4,516) | (800) | [Condensed Consolidated Interim Statements of Stockholders' Equity (unaudited)](index=8&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) The unaudited condensed consolidated interim statements of changes in stockholders' equity detail the movements in equity components for the six months ended June 30, 2025, and 2024, including share issuances, warrant exercises, and the impact of comprehensive loss Condensed Consolidated Interim Statements of Stockholders' Equity (USD in thousands) | Metric (USD in thousands) | December 31, 2024 | March 31, 2025 | June 30, 2025 | | :------------------------ | :---------------- | :------------- | :------------ | | Total equity | 4,573 | 3,698 | 5,551 | | Common Stock Shares Outstanding | 12,058,237 | 17,812,404 | 30,096,412 | | Additional paid-in capital | 39,327 | 39,714 | 46,053 | | Accumulated deficit | (34,553) | (35,746) | (40,255) | **Key Changes (December 31, 2024 to June 30, 2025):** * Issuance of shares for PIPE agreement: 5,025,001 shares * Warrant exercises: 7,937,499 shares * Issuance of shares for services: 4,400,000 shares * Issuance of shares for purchase agreement: 675,675 shares * Comprehensive loss for the period: $(5,702) thousand [Condensed Consolidated Interim Statements of Cash Flows (unaudited)](index=10&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows%20(unaudited)) The unaudited condensed consolidated interim statements of cash flows provide a summary of cash inflows and outflows categorized into operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Condensed Consolidated Interim Statements of Cash Flows (USD in thousands) | Metric (USD in thousands) | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | (1,337) | (2,036) | | Net cash used in investing activities | (1,625) | (162) | | Net cash provided by financing activities | 3,934 | 2,208 | | Effect of exchange rate changes on cash and cash equivalents | (18) | 2 | | INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 954 | 12 | | CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 3,163 | 4,490 | [Notes to Condensed Consolidated Interim Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) These notes provide detailed explanations and additional information pertinent to the condensed consolidated interim financial statements, covering the company's operations, significant accounting policies, financial instruments, investments, credit facilities, and recent corporate transactions - **NOTE 1 – GENERAL:** N2OFF, Inc. (formerly Save Foods, Inc.) reincorporated in Nevada and changed its name; it operates through Save Foods Ltd. (agri-food tech) and NITO Renewable Energy, Inc. (solar energy); the company sold its NTWO OFF Ltd. subsidiary (N2O emissions solutions) on April 9, 2025; the company has an accumulated deficit of **$40 million** and expects continued losses, raising substantial doubt about its ability to continue as a going concern beyond Q1 2026 without additional financing; operations in Israel are affected by the Israel-Hamas war, including temporary shutdowns and impacts on affiliates like Plantify[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - **NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:** The company applies U.S. GAAP and SEC rules for interim reporting; significant estimates relate to fair value calculations; the company elected the fair value option for its credit facility and measures project assets (solar power projects) in accordance with ASC 970-360; discontinued operations are reported separately, as seen with the sale of NTWO OFF; fair value measurements are categorized into Level 1, 2, and 3 inputs[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk)[61](index=61&type=chunk)[62](index=62&type=chunk) Fair Value of Financial Assets (USD in thousands) | Asset Category | June 30, 2025 (Total) | December 31, 2024 (Total) | | :--------------- | :-------------------- | :------------------------ | | Investment in Plantify | - | 603 | | Investment in Solterra | 271 | 307 | | Solar photovoltaic joint venture project | 1,634 | 808 | | Loan granted to MitoCareX | 704 | 234 | | Convertible loan to Solterra | 451 | 350 | | **Total assets** | **3,060** | **2,302** | Fair Value of Financial Liabilities (USD in thousands) | Liability Category | June 30, 2025 (Total) | December 31, 2024 (Total) | | :----------------- | :-------------------- | :------------------------ | | Stock purchase warrants liability | 429 | - | | Warrant liabilities to Pure Capital | 406 | 312 | | Credit facility | 699 | - | | **Total liabilities** | **1,534** | **312** | - **NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (Plantify):** The company's ownership in Plantify Foods Inc. was reduced to approximately **25%** as of January 12, 2025; due to the lack of an observable active market and deterioration of Plantify's financial condition (including its subsidiary's insolvency), the investment was fully impaired as of June 30, 2025, resulting in an impairment loss of **$602 thousand** for the six months ended June 30, 2025[73](index=73&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - **NOTE 4 – MITOCAREX TRANSACTION:** The company entered into an agreement to acquire MitoCareX BioLtd., contingent on stockholder approval; consideration includes cash, common stock (**40%** fully diluted), and potential additional shares based on milestones; the company also provided three loans totaling **$750 thousand** to MitoCareX, accounted for at fair value, with a recorded loss from changes in fair value of **$30 thousand** for the six months ended June 30, 2025[78](index=78&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk)[90](index=90&type=chunk) - **NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT:** The company committed **€1,560 thousand** (approx. **$1,716 thousand**) to a loan and partnership agreement for solar energy projects in Germany, funding **€1,129 thousand** (approx. **$1,216 thousand**) as of June 30, 2025; it also provided a **€150 thousand** (approx. **$177 thousand**) loan for a battery storage project in Poland; these investments are accounted for at fair value, with a gain from changes in fair value of **$218 thousand** for the six months ended June 30, 2025, for the German project[95](index=95&type=chunk)[96](index=96&type=chunk)[98](index=98&type=chunk)[100](index=100&type=chunk) - **NOTE 7 – CREDIT FACILITY:** The company entered into a **€6,000 thousand** credit facility with L.I.A. Pure Capital Ltd., bearing **7%** annual interest; in connection, a five-year warrant to purchase **1,850,000 shares** at **$1.00** (adjusted to **$0.10**) was issued; the fair value of the warrant liability was **$406 thousand** as of June 30, 2025; loans drawn under the facility are accounted for at fair value, with financing expenses of **$33 thousand** for the six months ended June 30, 2025[101](index=101&type=chunk)[102](index=102&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[111](index=111&type=chunk) - **NOTE 9 – DISCONTINUED OPERATIONS (NTWO OFF):** On April 9, 2025, the company sold **100%** of its shares in NTWO OFF Ltd. for **NIS 15 thousand** (approx. **$4 thousand**); this operation is classified as discontinued, resulting in a gain on disposal of approximately **$44 thousand** and a net cash outflow of **$25 thousand** from investing activities[118](index=118&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk)[124](index=124&type=chunk) - **NOTE 10 – COMMON STOCK AND WARRANTS:** The company completed a Private Placement on January 2, 2025, issuing shares, pre-funded warrants, and warrants, receiving **$1,500 thousand**; warrants were classified as liabilities, initially valued at **$9.6 million**; warrant exercises during the period led to significant non-cash gains/losses; as of June 30, 2025, the fair value of remaining warrant liabilities was **$429 thousand**; the company also issued shares for services and as commitment for a purchase agreement[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk) - **NOTE 13 – SEGMENT REPORTING:** As of June 30, 2025, the company has two reportable segments: (i) Pathogen prevention and prolong shelf life (Save Foods Ltd.) and (ii) Renewable energy projects (NITO Renewable Energy, Inc. and Solar photovoltaic joint venture project); the N2O emissions Global warming solutions segment (NTWO OFF Ltd.) was discontinued[143](index=143&type=chunk)[144](index=144&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, and liquidity, including an overview of its business, recent developments, and a detailed analysis of financial performance for the reported periods [Overview](index=32&type=section&id=Overview) N2OFF, Inc. focuses on sustainable operations in agri-food tech (Save Foods) and solar projects (NITO Renewable Energy); the company recently sold its NTWO OFF subsidiary and holds a 25% interest in Plantify Foods Inc., which has minimal business activity due to the war in Israel - The company's core businesses are agri-food tech (Save Foods, focusing on eco crop protection) and solar energy projects (through NITO Renewable Energy, Inc. and collaborations with Solterra Renewable Energy Ltd.)[152](index=152&type=chunk)[154](index=154&type=chunk) - NTWO OFF, which focused on N2O emissions mitigation, was sold on April 9, 2025, and is no longer part of the company's operations[153](index=153&type=chunk) - The company owns approximately **25%** of Plantify Foods Inc., whose primary operating subsidiary, Piece of Bean Ltd., was severely impacted by the war in Israel and is undergoing insolvency proceedings, leaving Plantify with minimal business activity and liquidity[155](index=155&type=chunk) [Recent Developments](index=33&type=section&id=Recent%20Developments) Recent developments include an amendment to the Purchase Agreement with YA II PN, Ltd., extending terms and issuing additional shares; the acquisition of MitoCareX BioLtd. is ongoing, with the exclusivity period extended and stockholder approval pending; additionally, the company provided a third loan to MitoCareX and extended the maturity dates of previous loans - On July 25, 2025, an amendment to the Purchase Agreement with YA II PN, Ltd. was executed, extending certain terms and conditions, and resulting in the issuance of an additional **574,325 shares** (or pre-funded warrants) to the Investor; revised promissory notes reflect extended payment terms[157](index=157&type=chunk)[158](index=158&type=chunk) - The Securities Purchase and Exchange Agreement for the acquisition of MitoCareX BioLtd. was amended twice, extending the exclusivity period and updating consideration allocation; the closing is contingent on stockholder approval at a special meeting on September 25, 2025[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - On May 22, 2025, the company entered into a third loan agreement with MitoCareX for **$250,000** and amended the first and second loan agreements to extend their maturity dates[164](index=164&type=chunk)[166](index=166&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) The company experienced a significant increase in comprehensive loss for both the three and six months ended June 30, 2025, primarily driven by higher general and administrative expenses (due to share-based compensation) and financing expenses (related to warrant liabilities and credit facility fair value changes); revenues decreased in the three-month period but slightly increased over six months, while cost of sales decreased Financial Performance (Three Months Ended June 30, USD in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :--- | :--- | :--------- | :--------- | | Revenues from sales of products | - | 17 | (17) | (100)% | | Cost of sales | (2) | (6) | 4 | (67)% | | Gross profit (loss) | (2) | 11 | (13) | (118)% | | Research and Development Expenses | 9 | 6 | 3 | 50% | | Selling and Marketing Expenses | 49 | 57 | (8) | (14)% | | General and Administrative Expenses | 2,772 | 795 | 1,977 | 249% | | Financing expenses, Net | 1,203 | 79 | 1,124 | 1,423% | | Total Comprehensive Loss | 4,516 | 800 | 3,716 | 465% | Financial Performance (Six Months Ended June 30, USD in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :--- | :--- | :--------- | :--------- | | Revenues from sales of products | 66 | 61 | 5 | 8% | | Cost of sales | (17) | (34) | 17 | (50)% | | Gross profit | 49 | 27 | 22 | 81% | | Research and Development Expenses | 29 | 19 | 10 | 53% | | Selling and Marketing Expenses | 95 | 114 | (19) | (17)% | | General and Administrative Expenses | 3,377 | 1,522 | 1,855 | 122% | | Financing expenses, Net | 2,011 | 74 | 1,937 | 2,618% | | Total Comprehensive Loss | 5,778 | 1,622 | 4,156 | 256% | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily managed through equity and debt issuances, as it continues to incur significant losses and negative cash flows from operations; there is substantial doubt about its ability to continue as a going concern beyond Q1 2026 without securing additional financing - As of June 30, 2025, cash and cash equivalents were **$3,138,000**, a decrease from **$4,468,000** as of June 30, 2024; working capital increased slightly to **$3,956,000** from **$3,873,000**[193](index=193&type=chunk) - The company has an accumulated deficit of **$40,255,000** as of June 30, 2025, and expects to incur further losses, leading to substantial doubt about its ability to continue as a going concern through at least Q1 2026[199](index=199&type=chunk)[200](index=200&type=chunk) - Operations are financed mainly through equity and debt issuances; a standby equity purchase agreement with an investor provides up to **$20 million**, with approximately **$16 million** remaining available as of August 14, 2025[192](index=192&type=chunk)[195](index=195&type=chunk)[197](index=197&type=chunk) Cash Flows (Six Months Ended June 30, USD in thousands) | Activity | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Net cash used in operating activities | (1,337) | (2,036) | | Net cash used in investing activities | (1,625) | (162) | | Net cash provided by financing activities | 3,934 | 2,208 | | Increase (decrease) in cash and cash equivalents | 954 | 12 | [Item 3. Quantitative And Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, N2OFF, Inc. is exempt from providing quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide information on quantitative and qualitative disclosures about market risk[205](index=205&type=chunk) [Item 4. Control and Procedures](index=39&type=section&id=Item%204.%20Control%20and%20Procedures) Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025; there were no material changes in internal control over financial reporting during the period - Management evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, and concluded they were effective[206](index=206&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting during the period[208](index=208&type=chunk) [PART II - OTHER INFORMATION](index=41&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part provides additional information including legal proceedings, risk factors, unregistered sales of equity securities, defaults, and exhibits [Item 1. Legal Proceedings](index=41&type=section&id=Item%201%20Legal%20Proceedings) There are no pending legal proceedings involving N2OFF, Inc. or any related parties with a material adverse interest to the company - No pending legal proceedings to which the Company is a party or in which any director, officer, affiliate, or significant security holder is a party adverse to the Company or has a material interest adverse to the Company[210](index=210&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, N2OFF, Inc. is not required to provide risk factor disclosures under this item - The company is a smaller reporting company and is not required to provide risk factor information[211](index=211&type=chunk) [Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds](index=41&type=section&id=Item%202%20Unregistered%20Sales%20Of%20Equity%20Securities%20And%20Use%20Of%20Proceeds) This section details several unregistered sales of equity securities during the period, including issuances to consultants, executive officers, and an investor for services rendered and commitment fees, all deemed exempt from registration under Section 4(2) of the Securities Act of 1933 - On May 12, 2025, the company issued **300,000 shares** to a consultant, **600,000 shares** to CEO David Palach, and **300,000 shares** to CFO Lital Barda under the 2022 Share Incentive Plan; additionally, **3,200,000 shares** were issued to ten consultants outside the Plan for various financial, investor relations, and business development services[213](index=213&type=chunk) - On May 13, 2025, **675,675 shares**, valued at **$300,000**, were issued to YA II PN, Ltd. as a commitment for entering into a purchase agreement[214](index=214&type=chunk) - On July 25, 2025, an additional **574,325 shares** (or a pre-funded warrant for the same number of shares) were issued to YA II PN, Ltd. in consideration for an amendment to the Purchase Agreement[215](index=215&type=chunk) - On July 31, 2025, **3,000,000 shares** of common stock were issued to three consultants for investor relations and business development services[216](index=216&type=chunk) [Item 3. Defaults Upon Senior Securities](index=42&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[218](index=218&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This item is not applicable to N2OFF, Inc. - Mine Safety Disclosures are not applicable to the company[219](index=219&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205%20Other%20Information) During the three months ended June 30, 2025, no directors or officers of the company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - None of the Company's directors or officers adopted or terminated any Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[220](index=220&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including various certifications and XBRL documents - Exhibits include certifications of the Principal Executive Officer and Principal Financial Officer (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act) and various Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File)[221](index=221&type=chunk) [SIGNATURES](index=43&type=section&id=SIGNATURES) This section confirms the official signing of the report by the company's Principal Executive Officer and Principal Financial Officer - The report was duly signed on August 14, 2025, by David Palach, Chief Executive Officer (Principal Executive Officer), and Lital Barda, Chief Financial Officer (Principal Financial and Accounting Officer)[223](index=223&type=chunk)[224](index=224&type=chunk)

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]