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 advancing renewable energy infrastructure in Europe through significant projects in Germany and Italy [3] Group 1: Project Developments - In Germany, a joint venture is developing a 111 MWp solar photovoltaic project in Melz, which has secured 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] Group 2: Strategic Collaborations - The collaboration between N2OFF and Solterra is driven by successful fast-tracking of joint projects in Germany and Italy, highlighting their commitment to renewable energy [1][3] - The agreement includes conditions such as mutual agreement on development and financing terms, corporate approvals, and compliance with applicable laws [6]

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] - 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 advancing renewable energy infrastructure in Europe through significant projects in Germany and Italy [3] Group 1: Collaboration and Agreements - The collaboration between N2OFF and Solterra will involve presenting potential projects and conducting feasibility analyses, with Solterra managing project development and N2OFF overseeing financing [1][6] - The trilateral agreement includes the UAE leveraging its expertise to produce clean energy in Albania, with power transmission to Italy via an underwater cable [2] Group 2: 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] Group 3: Company Background - N2OFF, Inc. focuses on sustainable energy solutions and aims to tackle greenhouse gas emissions, with a recent entry into the solar PV market [7] - The company also has a minority ownership in Plantify Foods, Inc., which offers clean-label healthy food options [7]

Company Overview - N2OFF, Inc. is a clean tech company focused on sustainable solutions for energy and agri-tech innovation [1][6] - Save Foods Ltd., a subsidiary of N2OFF, specializes in post-harvest treatments to enhance food safety and reduce waste [5][6] Patent and Legal Developments - Save Foods has successfully concluded opposition to its European patent EP2615932 against ECOLAB Inc., with the decision favoring Save Foods [1][4] - ECOLAB has the right to appeal this decision by April 9, 2025 [1] Technology and Market Potential - The European patent covers a method for protecting edible matter using a specific performic acid composition, which is integral to Save Foods' technology [2] - Save Foods' solutions can extend the shelf life of fresh produce while reducing hazardous pesticide use by at least 50% [2] - The European market for crop protection pesticides was valued at 27.73 billion USD in 2021, with a forecast of 31.6 billion USD by 2026, indicating significant market potential for Save Foods [3] Strategic Implications - The favorable patent outcome is expected to strengthen Save Foods' position in negotiations with global companies, showcasing the unique value of its technology [4] - This development aligns with the EU's goals to reduce pesticide use in agriculture, presenting a sustainable solution to meet regulatory standards [4]

Core Viewpoint - N2OFF, Inc. announced a favorable outcome for its subsidiary Save Foods Ltd. regarding a European patent dispute with ECOLAB Inc., which could enhance Save Foods' market position and align with EU pesticide reduction goals [1][4]. Company Summary - N2OFF, Inc. is a clean tech company focused on sustainable energy and agri-tech solutions, with a subsidiary Save Foods Ltd. that specializes in post-harvest treatments to improve food safety and reduce waste [5][6]. - Save Foods' technology utilizes a specific performic acid composition to protect edible matter, significantly extending the shelf life of fresh produce while reducing hazardous pesticide use by at least 50% [2][6]. Market Potential - The European market for crop protection pesticides was valued at 27.73 billion USD in 2021, with a forecasted increase to 31.6 billion USD by 2026, indicating a substantial target market for Save Foods' solutions [3]. Strategic Importance - The favorable patent decision is expected to strengthen Save Foods' negotiating position with global companies, showcasing the unique value of its technology [4]. - The achievement aligns with the EU's regulatory goals to reduce pesticide use, positioning Save Foods as a provider of sustainable agricultural solutions [4].

Core Insights - N2OFF, Inc. has made significant progress in its solar photovoltaic (PV) project in Melz, Germany, with the Melz Municipal Committee approving the statutory plan for the facility, marking an important milestone towards achieving ready-to-build (RTB) status by the end of 2025 [2][3][4] Group 1: Project Details - The Melz project is a 111 MWp solar PV facility and represents N2OFF's first venture into the renewable energy market, aligning with the company's mission to support sustainable energy projects [3][4] - The project is part of a joint venture between N2OFF and Solterra Renewable Energy Ltd., aimed at accelerating the development of renewable energy facilities across Europe [3][4] Group 2: Financial Aspects - N2OFF continues to provide financial support to Solterra, including a loan installment of €470,000 as part of a total €2 million loan commitment, focusing on accelerating project development [4] - Solterra aims to create renewable energy facilities with a total portfolio capacity of approximately 300 MW across Germany, Italy, and Poland [5] Group 3: Company Background - N2OFF, Inc. specializes in sustainable solutions for energy and innovation in the agri-tech sector, with a focus on reducing greenhouse gas emissions and promoting environmentally friendly agricultural practices [6] - Solterra, founded in 2022 by renewable energy veterans, specializes in initiating and developing solar PV projects with rapid commercialization potential [5]

Neve Yarak, Israel, Jan. 08, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” or the “Company”), a clean tech company engaged in sustainable solutions for the energy and agri-tech industries, announced that on January 7, 2025 the Company received formal notification from the Listing Qualification Department of the Nasdaq Stock Market (“Nasdaq”) that it has been granted an additional 180-day compliance period, or until July 7, 2025, to regain compliance with Nasdaq’s minimum $1.00 bid ...

N2OFF will hold approximately 70% ownership in the projects, further enhancing its presence in the European energy storage market Neve Yarak, Israel, Jan. 03, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech, announced today that on January 3 2025 it has signed a binding LOI with Solterra Ltd’s subsidiary ,Soltera Brand Services Italy (“SBSI”), a company that specializes ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File No. 001-40403 N2OFF, INC. (Exact name of registrant as specified in its charter) | --- | --- | |------------------ ...

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, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission File No. 001-40403 N2OFF, INC. (Exact name of registrant as specified in its charter) | --- | --- | |----------------------- ...

PART I - FINANCIAL INFORMATION [Condensed Consolidated Interim Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Interim%20Financial%20Statements%20(unaudited)) The unaudited interim statements show a Q1 net loss of $822,358, decreased total assets, and a going concern uncertainty - On March 19, 2024, the company changed its name from "Save Foods, Inc" to "N2OFF, Inc" and its trading symbol from "SVFD" to "NITO"[9](index=9&type=chunk) - The company's operations are primarily conducted in Israel and are affected by the ongoing war with Hamas, which has caused delays in pilots and packaging activities[33](index=33&type=chunk)[34](index=34&type=chunk)[37](index=37&type=chunk) - Management has expressed **substantial doubt about the company's ability to continue as a going concern**, with cash projected to be sufficient only until the end of Q2 2025[30](index=30&type=chunk)[31](index=31&type=chunk)[121](index=121&type=chunk) [Condensed Consolidated Interim Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Interim%20Balance%20Sheets) Total assets decreased to $6.27 million as of March 31, 2024, primarily due to a reduction in cash and cash equivalents Condensed Consolidated Balance Sheet Data (in U.S. dollars) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,490,095 | $4,447,003 | | Total Current assets | $4,422,146 | $5,465,621 | | Total assets | $6,265,748 | $7,244,231 | | **Liabilities & Equity** | | | | Total current liabilities | $560,585 | $778,472 | | Total liabilities | $565,840 | $785,653 | | Total stockholders' equity | $5,699,908 | $6,458,578 | | Total liabilities and stockholders' equity | $6,265,748 | $7,244,231 | [Condensed Consolidated Interim Statements of Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Comprehensive%20Loss) The company's net loss improved to $822,358 in Q1 2024 from $1.72 million in Q1 2023, despite a significant revenue decline Statement of Comprehensive Loss Highlights (Three months ended March 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Revenues from sales of products | $43,831 | $121,010 | | Gross profit | $15,851 | $78,264 | | Operating loss | ($899,066) | ($1,743,653) | | Net loss | ($822,358) | ($1,721,549) | | Loss per share (basic and diluted) | ($0.26) | ($2.46) | [Condensed Consolidated Interim Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Net cash used in operations was $1.01 million, and the quarter-end cash balance stood at $3.51 million Cash Flow Summary (Three months ended March 31) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($1,007,516) | ($1,105,789) | | Net cash provided by financing activities | $39,950 | $0 | | Decrease in cash, cash equivalents and restricted cash | ($964,965) | ($1,106,171) | | Cash, cash equivalents and restricted cash at end of period | $3,513,209 | $4,644,600 | [Notes to Condensed Consolidated Interim Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Interim%20Financial%20Statements) Key notes detail the company's name change, a reverse stock split, and significant financing agreements and subsequent events - The company has two reportable segments: Pathogen prevention (Save Foods Ltd), which generated all **$43,831 in revenue for Q1 2024**, and N2O emissions solutions (NTWO OFF Ltd), which is pre-revenue[74](index=74&type=chunk)[75](index=75&type=chunk) - On December 22, 2023, the company entered into a **Standby Equity Purchase Agreement (SEPA II)** with YA II PN, Ltd for up to **$20 million** in common stock purchases[63](index=63&type=chunk) - Subsequent to the quarter end, on April 4, 2024, the company sold a **$1.5 million promissory note** under the SEPA II agreement, receiving proceeds of $1.455 million[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 64% revenue decrease, significantly reduced operating expenses, and substantial doubt about its going concern status [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Revenues fell 64% while a 55% reduction in G&A expenses led to a 52% smaller total comprehensive loss Financial Performance Comparison (Three months ended March 31) | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $43,831 | $121,010 | -64% | | Gross Profit | $15,851 | $78,264 | -80% | | R&D Expenses | $115,866 | $118,908 | -3% | | S&M Expenses | $57,248 | $69,146 | -17% | | G&A Expenses | $741,803 | $1,633,863 | -55% | | Total Comprehensive Loss | ($822,358) | ($1,721,549) | -52% | - The decrease in General and Administrative expenses was mainly due to a reduction in share-based compensation, professional services, insurance costs, and franchise tax[110](index=110&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) The company has $3.49 million in cash, a working capital of $3.86 million, and relies on external financing for survival - The company had cash and cash equivalents of **$3,490,095** as of March 31, 2024, down from $4,595,838 as of March 31, 2023[114](index=114&type=chunk) - The company is relying on a **Standby Equity Purchase Agreement (SEPA II)** with an investor to purchase up to **$20 million** of common stock, which is a key source of potential liquidity[118](index=118&type=chunk)[119](index=119&type=chunk) - Management states there is **substantial doubt about the company's ability to continue as a going concern**, with existing capital sufficient only to support operations through Q2 2025[121](index=121&type=chunk)[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company, N2OFF, Inc is not required to provide quantitative and qualitative disclosures about market risk[127](index=127&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024 - The Principal Executive Officer and Principal Financial Officer concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2024[128](index=128&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[129](index=129&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201%20Legal%20Proceedings) The company reports no pending legal proceedings to which it is a party - There are **no pending legal proceedings** to which the Company is a party[130](index=130&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, N2OFF, Inc is not required to provide risk factor information - The company is a smaller reporting company and is **not required to provide information on risk factors** in its Form 10-Q[131](index=131&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 4,794 unregistered shares of common stock to two consultants for services rendered - On March 18, 2024, the company issued **1,286 shares** of common stock to a consultant for investor relations services[134](index=134&type=chunk) - On March 18, 2024, the company issued **3,508 shares** of common stock to another consultant for services provided[134](index=134&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - None[135](index=135&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[135](index=135&type=chunk) [Other Information](index=32&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 contract, instruction, or written plan for the purchase or sale of the company's securities under Rule 10b5-1(c) during the quarter[136](index=136&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including certifications and XBRL data