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]

Core Insights - N2OFF is committed to invest 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, structured in milestone payments [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 aims to conduct energy storage capacity auctions in the first half of 2025, offering 15-year contracts to support the development of storage projects [4] Project Development - The two BESS projects have received connection capacity approval from Terna SpA, the Italian transmission company, and are expected to reach a Ready-to-Build stage within 18-24 months [5]

Core Insights - N2OFF, Inc. has established a new wholly-owned subsidiary, NITO Renewable Energy, Inc., to consolidate its solar operations in the U.S. [1] - The company is currently involved in three projects across two European countries, Germany and Italy [2]. Group 1: Project Developments - In Germany, a joint venture is developing a 111 MWp solar photovoltaic project in Melz, which has received municipal approval and an indicative grid connection solution that exceeds initial requirements by approximately 10% [3]. - In Italy, N2OFF and Solterra's subsidiary have finalized an agreement to develop two Battery Energy Storage Systems in Sicily, each with a capacity of 98 MWp/392 MWh, with a development timeline of 18-24 months to reach a Ready-to-Build stage [4]. - N2OFF and Solterra Energy Ltd. are collaborating to co-develop the solar PV market in Albania [5]. Group 2: 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 a majority-owned Israeli subsidiary, NTWO OFF Ltd., which addresses nitrous oxide emissions, and a minority stake in Plantify Foods, Inc., a Canadian company offering clean-label food options [5].

Core Viewpoint - N2OFF, Inc. has established a new wholly-owned subsidiary, NITO Renewable Energy, Inc., to consolidate its solar operations and focus on future solar photovoltaic (PV) activities [1] Group 1: Company Developments - N2OFF is currently invested in three projects across two European countries [2] - In Germany, a joint venture is developing a 111 MWp solar PV project in Melz, which has secured municipal approval and an indicative grid connection solution, exceeding initial requirements by approximately 10% [3] - In Italy, N2OFF and Solterra's subsidiary have closed a definitive agreement to develop two Battery Energy Storage Systems (BESS) in Sicily, each with a capacity of 98 MWp/392 MWh, with development expected to take 18-24 months [4] - N2OFF and Solterra Energy Ltd. are collaborating to co-develop the solar PV market in Albania [5] Group 2: Company Background - 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 entered the solar PV market and is providing funding for a current project with a total capacity of 111 MWp, along with potential future projects [6]

Core Viewpoint - N2OFF, Inc. has entered into a definitive agreement to acquire MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, which will enhance N2OFF's portfolio in sustainable solutions and innovation in agri-tech and clean technology [1][2]. Group 1: Acquisition Details - N2OFF will acquire full ownership of MitoCareX by purchasing 4,961 shares for $700,000 and exchanging additional shares for 40% of N2OFF's fully diluted capital stock [2]. - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years following the acquisition [2]. - The agreement includes milestone-based issuances of up to 25% of N2OFF's common stock, calculated on a fully diluted basis [3]. Group 2: MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [4]. - The company utilizes advanced 3D comparative modeling and in-vitro screening systems to identify and validate anti-cancer small molecule therapeutics [4]. - The global Cancer Therapeutics and Biotherapeutics market is projected to grow from $194.1 billion in 2024 to $344.1 billion by 2031, indicating significant market potential for MitoCareX's innovations [4]. Group 3: Financial Commitment - N2OFF is committed to financially support MitoCareX's operations with an initial cash investment of $1,000,000 during the first two years post-acquisition [5]. - The board of MitoCareX will be reconstituted with appointees from N2OFF upon closing of the transaction [2][5]. Group 4: Company Background - N2OFF, Inc. focuses on sustainable solutions for energy and agri-tech, including greenhouse gas emissions reduction and solar energy projects [7]. - The company has recently entered the solar PV market and is involved in projects with a total capacity of 111 MWp [7].

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's subsidiary for the purchase and development of two Battery Energy Storage Systems (BESS) in Sicily, Italy, each with a capacity of 98 MWp/392 MWh [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 two BESS projects is up to €2.3 million, to be disbursed in milestones [2] - The projects have received approval for connection capacity from Terna SpA, the Italian transmission company, and are expected to reach a Ready-to-Build stage within 18-24 months [5] Market Context - The collaboration between N2OFF and Solterra Renewable Energy Ltd. is part of a broader joint venture focusing on solar and energy storage initiatives, aimed at advancing renewable energy adoption [3] - The energy storage market is increasingly in demand as more renewable projects come online, which is crucial 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]

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. for the purchase and development of two Battery Energy Storage Systems (BESS) in Sicily, Italy, each with a capacity of 98 MWp/392 MWh [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 BESS projects is up to €2.3 million, to be disbursed in milestones [2] - The projects have received approval for connection capacity from Terna SpA, the Italian transmission company, and are expected to reach a Ready-to-Build stage within 18-24 months [5] Market Context - The collaboration with Solterra Renewable Energy Ltd. is part of a broader joint venture focusing on solar and energy storage initiatives, reflecting a shared vision to advance renewable energy adoption [3] - The energy storage market is increasingly crucial for grid flexibility, with a report indicating that as storage capacity surpasses 0.5% of grid capacity, demand for longer-term storage projects is expected to rise [4] - Italy's MACSE scheme aims to incentivize energy storage project development through 15-year contracts, with the first capacity auctions planned for the first half of 2025 [4]

Core Insights - N2OFF, Inc. has signed a binding term sheet with Solterra Energy Ltd. to collaborate on renewable energy projects in Albania, focusing on solar energy and battery storage for one year [1][3] - A trilateral agreement between Italy, Albania, and the UAE aims to develop renewable energy projects in Albania, with an estimated value of approximately €1 billion [2] - N2OFF and Solterra are also advancing renewable energy infrastructure projects in Germany and Italy, highlighting their commitment to the sector [3] Summary by Category Collaboration and Agreements - The collaboration between N2OFF and Solterra is driven by successful joint projects in Germany and Italy, following a clean energy cooperation agreement among Italy, Albania, and the UAE [1][2] - The agreement allows both companies to present potential projects through local relationships, with Solterra conducting feasibility analyses [1] Project Developments - In Germany, a joint venture is developing a 111 MWp solar photovoltaic project in Melz, which has received municipal approval and an indicative grid connection solution [4] - In Italy, N2OFF and Solterra's subsidiary have signed a Letter of Intent to develop two Battery Energy Storage Systems in Sicily, each with a capacity of 98 MWp/392 MWh, expected to reach a Ready-to-Build stage in 18-24 months [5] Market Context - Albania has increased its renewable energy capacity by approximately 500 MW over the last two years, indicating a growing focus on clean energy solutions [2] - The UAE will utilize its expertise to produce clean energy in Albania, with part of the generated power transmitted to Italy via an underwater cable [2]