Financial Performance - Revenues from product sales for the nine months ended September 30, 2025, were $68,000, a slight decrease from $69,000 for the same period in 2024[20] - The company reported a gross profit of $49,000 for the nine months ended September 30, 2025, compared to a gross loss of $41,000 for the same period in 2024[20] - The net loss attributable to the company's stockholders' equity for the nine months ended September 30, 2025, was $5,273,000, compared to a net loss of $3,820,000 for the same period in 2024[20] - The company experienced an operating loss of $4,779,000 for the nine months ended September 30, 2025, compared to an operating loss of $3,064,000 for the same period in 2024[20] - The company reported a comprehensive loss of $2,264,000 for the period ending June 30, 2024[26] - The Company reported a net loss of $5,439 for the nine months ended September 30, 2025, compared to a net loss of $3,684 in the same period of 2024[169] - Total expenses for the nine months ended September 30, 2025 were $4,617,000, an increase from $2,806,000 for the same period in 2024[209] Assets and Equity - Total current assets increased to $8,656,000 as of September 30, 2025, compared to $3,404,000 as of December 31, 2024, representing a 154% increase[17] - Total stockholders' equity increased to $8,930,000 as of September 30, 2025, from $4,749,000 as of December 31, 2024, marking an 88% increase[17] - The company reported total assets of $3,196 million as of September 30, 2025, an increase from $2,302 million as of December 31, 2024[76] Cash Flow and Financing - Cash and cash equivalents rose significantly to $6,044,000 as of September 30, 2025, compared to $2,154,000 as of December 31, 2024, indicating a 180% increase[17] - For the nine months ended September 30, 2024, the net cash used in operating activities was $2,311,000, a decrease from $2,927,000 in the same period of the previous year[30] - The company plans to continue securing financing through the sale of additional equity securities or capital inflows from strategic partnerships[48] Research and Development - Research and development expenses increased to $81,000 for the nine months ended September 30, 2025, up from $38,000 in the same period of 2024, reflecting a 113% increase[20] - Research and development expenses for the nine months ended September 30, 2025, totaled $81,000, up from $38,000 in 2024[205] Liabilities - The total liabilities measured at fair value increased to $463 million as of September 30, 2025, compared to $312 million as of December 31, 2024[80] - The company experienced a change in fair value of level 3 liabilities, resulting in an increase of $1,473 million during the period[80] Investments and Acquisitions - The Company completed the acquisition of 100% of MitoCareX on October 20, 2025, with an initial purchase price allocation estimating $4,506 of intangible assets and $5,792 of goodwill[171] - The Company fully impaired its investment in Plantify as of September 30, 2025, due to lack of market data and deterioration in Plantify's financial condition[92] - The Company entered into a loan agreement with MitoCareX for $250, bearing 3% annual interest, maturing in June 2025[93] Stock and Shareholder Information - The weighted average number of shares of common stock outstanding increased to 689,725 for the nine months ended September 30, 2025, from 143,160 for the same period in 2024[20] - The Company issued 418,261 shares of common stock valued at $1,672 for gross consideration of $3,335 in September 2025[160] - The Company issued 48,691 shares and warrants to purchase 267,858 shares at an exercise price of $8.40, receiving gross proceeds of $1,500[141] Operational Challenges - The company has an accumulated deficit of $40 million since inception, indicating ongoing financial challenges[46] - The company’s management expects to continue generating losses and negative cash flows for the foreseeable future[47] - The company is currently unable to predict the duration of the ongoing conflict in Israel, which may impact its operations and financial results[56] - The company continues to monitor the economic and geopolitical conditions affecting its business, particularly in Israel[55] Expenses Breakdown - Professional services expenses for the nine months ended September 30, 2025 were $1,853,000, up from $1,602,000 in 2024, reflecting a growth of 15.66%[209] - Share-based compensation for the nine months ended September 30, 2025 was $2,141,000, significantly higher than $814,000 in 2024, indicating an increase of 163.78%[209] - Legal expenses for the nine months ended September 30, 2025 were $273,000, compared to $151,000 in 2024, representing an increase of 80.79%[209] - Salaries and related expenses for the nine months ended September 30, 2025 were $131,000, a notable increase from $34,000 in 2024[209] - Insurance expenses for the nine months ended September 30, 2025 were $111,000, a slight decrease from $124,000 in 2024[209] - Registration fees for the nine months ended September 30, 2025 were $61,000, up from $39,000 in 2024, reflecting a growth of 56.41%[209]

[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)

Financial Performance - Revenues from product sales for the three months ended March 31, 2025, were $66,000, compared to $44,000 for the same period in 2024, marking a 50% increase [20]. - Gross profit for the first quarter of 2025 was $52,000, significantly up from $16,000 in Q1 2024, indicating a gross margin improvement [20]. - Operating loss narrowed to $619,000 in Q1 2025 from $899,000 in Q1 2024, reflecting a 31.1% reduction in operating losses [20]. - Net loss attributable to the Company's stockholders was $1,193,000 for Q1 2025, compared to $769,000 in Q1 2024, representing a 55.2% increase in net loss [20]. - The Company reported a comprehensive loss of $1,263,000 for Q1 2025, compared to $822,000 in Q1 2024, reflecting a 53.6% increase in comprehensive losses [20]. - Total revenue for the three months ended March 31, 2025, was $66,000, an increase of $22,000 or 50% compared to $44,000 for the same period in 2024 [146]. - Total comprehensive loss for the three months ended March 31, 2025, was $1,257,000, an increase of $435,000 or 53% compared to $822,000 for the same period in 2024 [153]. Assets and Liabilities - Total assets increased to $7,365,000 as of March 31, 2025, up from $5,465,000 at December 31, 2024, representing a 34.7% growth [18]. - Total liabilities surged to $3,667,000 as of March 31, 2025, compared to $892,000 at December 31, 2024, indicating a significant increase in financial obligations [18]. - As of March 31, 2025, total assets measured at fair value amount to $3.087 million, with $1.012 million in Level 1 assets and $2.075 million in Level 3 assets [61]. - As of March 31, 2025, the company's total liabilities measured at fair value amounted to $3,091 million, with Level 3 liabilities including stock purchase warrants and credit facilities [63]. Cash Flow and Financing - Cash and cash equivalents increased to $2,724,000 as of March 31, 2025, from $2,185,000 at December 31, 2024, a rise of 24.7% [18]. - Cash flows from financing activities provided $2,532,000 in Q1 2025, compared to $40,000 in Q1 2024, indicating a substantial increase in financing support [26]. - The company incurred a net cash used in operating activities of $809,000 for the three months ended March 31, 2025, a decrease of 19.7% compared to $1,008,000 for the same period in 2024 [165]. - Net cash used in investing activities was $1,176,000 for the three months ended March 31, 2025, compared to $0 for the same period in 2024, primarily due to investments in renewable energy projects [166]. - Net cash provided by financing activities increased significantly to $2,532,000 for the three months ended March 31, 2025, compared to $40,000 for the same period in 2024, driven by proceeds from a private offering of common stock and warrants [167]. Investments and Subsidiaries - The Company formed a new Israeli subsidiary, NTWO OFF Ltd., focusing on nitrous oxide, which has significant global warming implications [34]. - The Company entered into a securities exchange agreement with Plantify Foods, Inc., focusing on clean-label plant-based products [33]. - The investment in Plantify increased from $603,000 as of December 31, 2024, to $782,000 as of March 31, 2025 [61]. - The investment in Solterra also increased from $307,000 to $230,000 during the same period [61]. - The solar photovoltaic joint venture project has a fair value of $1.252 million as of March 31, 2025, up from $808,000 at the end of 2024 [61]. - The Company entered into a shareholders agreement on February 24, 2025, acquiring 70% of SBI4 shares, making it a majority-owned subsidiary [102]. Operational Challenges - The ongoing Israel-Hamas conflict has severely impacted operations, particularly affecting Plantify's subsidiary, Piece of Bean, leading to voluntary insolvency proceedings [43]. - Management expects continued losses and negative cash flows for the foreseeable future, with existing cash projected to fund operations until the end of Q4 2025 [39]. - The Company has an accumulated deficit of $36 million since inception, indicating significant losses and negative cash flows from operations [38]. Future Plans and Capital Needs - The Company plans to secure financing through the sale of additional equity securities or strategic partnerships, with substantial doubt regarding its ability to continue as a going concern if financing is not secured [40]. - The company plans to seek additional capital to support growth or strategic initiatives through debt or equity issuance, but there is no assurance of success in raising capital on favorable terms [163]. - The company has a remaining balance of approximately $16 million available under the standby equity purchase agreement [160]. Expenses and Cost Management - Research and development expenses decreased by $96,000 or 83% to $20,000 for the three months ended March 31, 2025, compared to $116,000 for the same period in 2024 [149]. - Selling and marketing expenses decreased by $10,000 or 19% to $47,000 for the three months ended March 31, 2025, compared to $57,000 for the same period in 2024 [150]. - General and administrative expenses decreased by $138,000 or 19% to $604,000 for the three months ended March 31, 2025, compared to $742,000 for the same period in 2024 [151]. - Financing expenses, net for the three months ended March 31, 2025, was $813,000, an increase of $818,000 or 16,360% compared to financing income, net of $5,000 for the same period in 2024 [152]. Legal and Compliance - There were no changes in internal control over financial reporting that materially affected the company's controls during the reporting period [171]. - The company has no pending legal proceedings that could materially affect its operations [173].

Acquisition and Investments - The company is acquiring MitoCareX Bio Ltd. for $700,000, resulting in MitoCareX becoming a wholly-owned subsidiary [337]. - The company will issue shares representing 15.5%, 7.75%, and 16.75% on a fully-diluted basis to key stakeholders in MitoCareX as part of the acquisition [337]. - The company has committed to an initial investment of $1,000,000 in MitoCareX for ongoing research and development [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 established NITO Renewable Energy, Inc. to manage investments in the solar energy sector [344]. - 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]. - The company entered into a Purchase Agreement with an Investor to purchase up to $20 million of common stock over 36 months, with shares priced at 94% of the lowest VWAP for the three trading days following each Advance notice [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]. 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 [372]. - Cost of sales for the year ended December 31, 2024 was $165,000, an increase of $110,000, or 200%, compared to $55,000 for 2023 [373]. - Gross profit for the year ended December 31, 2024 was $45,000, a decrease of $163,000, or 78%, compared to $208,000 for 2023 [374]. - Research and development expenses for the year ended December 31, 2024 were $369,000, a decrease of $1,569,000, or 81%, compared to $1,938,000 for 2023 [375]. - Selling and marketing expenses for the year ended December 31, 2024 were $238,000, a decrease of $34,000, or 13%, compared to $272,000 for 2023 [376]. - General and administrative expenses for the year ended December 31, 2024 were $3,758,000, a decrease of $1,818,000, or 33%, compared to $5,576,000 for 2023 [377]. - Total net loss for the year ended December 31, 2024 was $5,347,000, compared to $7,260,000 for 2023, a decrease of $1,913,000, or 26% [379]. Cash Flow - Net cash used in operating activities was $3,419,000 for the year ended December 31, 2024, compared to $3,234,000 for 2023 [386]. - Net cash used in investing activities was $1,889,000 for the year ended December 31, 2024, compared to $1,519,000 for 2023 [387]. - Net cash provided by financing activities was $3,047,000 for the year ended December 31, 2024, compared to $3,473,000 for 2023 [388]. - As of March 29, 2024, the company has sold 28,333 shares of common stock at an average purchase price of $1.50 [391]. Financial Position and Concerns - 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].

Financial Performance - Total revenues for Q1 2024 were $43,831, a decrease of 63.7% compared to $121,010 in Q1 2023[23] - Gross profit for Q1 2024 was $15,851, down 79.8% from $78,264 in Q1 2023[23] - Net loss for Q1 2024 was $822,358, compared to a net loss of $1,721,549 in Q1 2023, representing a 52.2% improvement[23] - Operating loss for Q1 2024 was $899,066, an improvement from an operating loss of $1,743,653 in Q1 2023[23] - Basic and diluted loss per share improved to $(0.26) in Q1 2024 from $(2.46) in Q1 2023[23] - Total comprehensive loss for the three months ended March 31, 2024, was $822,358, a decrease of $899,191 or 52% compared to $1,721,549 for the same period in 2023[127] Cash and Assets - Cash and cash equivalents decreased to $3,490,095 as of March 31, 2024, from $4,447,003 at the end of 2023, a decline of 21.6%[21] - Total assets decreased to $6,265,748 as of March 31, 2024, down 13.5% from $7,244,231 at the end of 2023[21] - Stockholders' equity decreased to $5,699,908 as of March 31, 2024, from $6,458,578 at the end of 2023, a decline of 11.8%[21] - As of March 31, 2024, the company's total assets measured at fair value amount to $1,739,404, with $627,704 in Level 1 assets and $1,111,700 in Level 3 assets[62] - The fair value of Level 1 assets decreased by $13,857 from December 31, 2023, to March 31, 2024[62] Strategic Actions and Partnerships - The company completed a merger and name change to N2OFF, Inc. effective March 19, 2024, following stockholder approval[33] - The company entered into a securities exchange agreement with Plantify Foods, Inc. on March 31, 2023, focusing on plant-based products[35] - The company is exploring financing through additional equity securities or strategic partnerships, but there is substantial doubt about its ability to secure sufficient funds[43] - The company has entered into a Standby Equity Purchase Agreement (SEPA II) with an investor to purchase up to $20 million in common stock over 36 months, with shares priced at 94% of the lowest volume weighted average trading price[75] - The company has entered into a credit facility with Plantify, allowing for borrowing up to $250,000 at an interest rate of 8% per annum[94] Operational Challenges - The ongoing Israel-Hamas conflict has disrupted business operations, supply chains, and manpower availability, potentially affecting financial results[48] - The company experienced delays in pilots and packaging activities due to the war, impacting potential collaborations[49] - The company has incurred significant losses with an accumulated deficit of $30 million since inception[41] - Management expects continued losses and negative cash flows, projecting existing cash will fund operations until the end of Q2 2025[42] Expenses and Cost Management - Research and development expenses for the three months ended March 31, 2024, were $115,866, a decrease of $3,042 or 3% compared to $118,908 for the same period in 2023, attributed to cost reduction measures[122] - Selling and marketing expenses for the three months ended March 31, 2024, were $57,248, a decrease of $11,898 or 17% compared to $69,146 for the same period in 2023, mainly due to reduced personnel costs[124] - General and administrative expenses for the three months ended March 31, 2024, were $741,803, a decrease of $892,060 or 55% compared to $1,633,863 for the same period in 2023, primarily due to lower share-based compensation and professional services[125] Shareholder and Stock Information - The company issued 10,000 and 18,333 shares of common stock to the investor in March 2024 for a total consideration of $39,950[78] - As of March 31, 2024, the company had outstanding stock options totaling 27,518, with an average exercise price of $23.69 and an aggregate intrinsic value of $0[81] - The company issued a $1,500,000 promissory note to YA II PN, Ltd., with proceeds of $1,455,000, reflecting a 3% original issue discount[106] - The company issued 3,508 shares of common stock to a consultant for services, exempt from registration requirements[150] Compliance and Internal Controls - As of March 31, 2024, the company's disclosure controls and procedures were evaluated as effective by the Principal Executive Officer and Principal Financial Officer[143] - There were no changes in internal control over financial reporting that materially affected the company during the reporting period[144] - The company had no pending legal proceedings involving any directors, officers, or significant shareholders[146] - The company is classified as a smaller reporting company and is not required to provide certain disclosures under the Exchange Act[142] - The report includes various certifications pursuant to the Sarbanes-Oxley Act by the Principal Executive Officer and Principal Financial Officer[154]

Financial Performance - Total revenue for the year ended December 31, 2023 was $263,445, a decrease of 33% compared to $394,004 in 2022[362] - Gross profit for 2023 was $208,267, down 12% from $235,691 in 2022[364] - The total net loss for 2023 was $7,259,918, an increase of 26% compared to $5,779,841 in 2022[370] - The company incurred a net loss of $7,259,918 for the year ended December 31, 2023, with net cash used in operating activities decreasing to $3,232,759 from $5,097,126 in 2022[381] - Cash balance as of December 31, 2023 was $4,447,003, down from $5,700,709 in 2022[376] - Working capital decreased to $4,687,149 as of December 31, 2023, compared to $5,557,595 in 2022[376] - As of December 31, 2023, the company had an accumulated deficit of $29,360,235 and expects to incur losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[388] Expenses - Research and development expenses increased by 151% to $1,938,234 in 2023, primarily due to IPR&D costs associated with a transaction with Yaaran Investment Ltd.[365] - Selling and marketing expenses decreased by 52% to $271,966 in 2023, reflecting cost reduction measures implemented by the company[366] - General and administrative expenses rose by 18% to $5,575,843 in 2023, mainly due to increased share-based compensation[367] - Net cash used in investing activities increased significantly to $1,519,560 in 2023, compared to $51,689 in 2022, primarily due to investments in Plantify[382] - The company provided $3,472,712 from financing activities in 2023, a decrease from $4,094,940 in 2022, attributed to lower proceeds from equity offerings[383] Corporate Actions - The company executed a securities exchange with Plantify, issuing 166,340 shares of common stock, representing 19.99% of its outstanding capital stock[377] - The company completed a reincorporation from Delaware to Nevada on November 6, 2023, which became effective on The Nasdaq Capital Market on November 10, 2023[391] - The company plans to change its name to N2OFF, Inc. to better reflect future business expansion, effective March 19, 2024[399] - The company appointed Liat Sidi and Asaf Itzhaik to its board of directors in November and December 2023, respectively[397][398] Future Plans and Investments - The company aims to become a global leader in eco-friendly solutions for the food industry, focusing on reducing spoilage and food loss[350] - The company purchased an additional 55,004,349 common shares of Plantify at C$0.01 per share, increasing its ownership to approximately 23%[379] - The company entered into a Standby Equity Purchase Agreement on December 22, 2023, allowing for the purchase of up to $20 million of common stock over 36 months at 94% of the lowest volume-weighted average price[392] - The company has the option to request pre-advances of up to $3,000,000 under the Purchase Agreement, with each pre-advance subject to a 3% discount and an 8% annual interest rate[387]

Financial Performance - Revenues from product sales for the nine months ended September 30, 2023, were $157,618, down from $169,943 for the same period in 2022, a decrease of about 7.7%[21] - The net loss for the nine months ended September 30, 2023, was $5.47 million, compared to a net loss of $4.37 million for the same period in 2022, indicating an increase in losses of approximately 25%[21] - The company reported a comprehensive loss of $5,472,512 for the nine months ended September 30, 2023, compared to a loss of $4,372,949 for the same period in 2022, indicating an increase in losses of approximately 25%[29] - The company reported a comprehensive loss for the period of $3,036,028 for the nine months ended September 30, 2023, compared to a loss of $1,769,175 for the same period in 2022, indicating a worsening of approximately 71%[29] Assets and Equity - As of September 30, 2023, total assets decreased to $5.25 million from $6.49 million as of December 31, 2022, representing a decline of approximately 19.2%[18] - Total stockholders' equity decreased to $4.62 million as of September 30, 2023, from $5.74 million as of December 31, 2022, a decrease of about 19.5%[18] - Total stockholders' equity decreased to $4,617,830 as of September 30, 2023, down from $7,112,779 as of September 30, 2022, reflecting a decline of about 35%[26] - Cash and cash equivalents decreased to $1.93 million as of September 30, 2023, from $5.70 million as of December 31, 2022, a decline of approximately 66%[18] - Cash and cash equivalents at the end of the period were $1,980,829, a significant decrease from $6,739,686 at the end of September 2022, marking a decline of approximately 71%[29] Expenses - Research and development expenses surged to $1.83 million for the nine months ended September 30, 2023, compared to $521,239 for the same period in 2022, reflecting an increase of about 250%[21] - The company incurred selling and marketing expenses of $217,907 for the nine months ended September 30, 2023, down from $440,156 for the same period in 2022, a decrease of approximately 50.5%[21] - General and administrative expenses for the nine months ended September 30, 2023, totaled $1,116,165, with share-based compensation accounting for $497,905[92] - The company recorded share-based compensation expenses of $59,695 for the nine months ended September 30, 2023[73] - The company recorded share-based compensation expenses of $678,000 for the equity grant to executive officers, employees, directors, and consultants during the nine months ended September 30, 2023[81] Shareholder Actions - The company issued shares to employees and service providers amounting to $1,243,160 during the nine months ended September 30, 2023, compared to $641,463 in the same period of 2022, representing a 94% increase[29] - The company’s total shares outstanding increased from 679,687 as of September 30, 2022, to 1,445,558 as of September 30, 2023, reflecting a growth of approximately 113%[26] - The Company completed an underwritten public offering of 1,090,909 shares in May 2021, raising net proceeds of $10,457,862[31] - The Company completed a public offering of 1,600,000 shares for net proceeds of $4,103,330 on August 15, 2022[32] - On October 2, 2023, stockholders approved an amendment to increase the number of shares authorized under the 2022 Share Incentive Plan by 928,572 shares[102] Strategic Initiatives - The company is focusing on establishing strategic partnerships and expanding its global distribution network to enhance market presence[10] - Future growth may be impacted by the company's ability to achieve regulatory approvals in multiple countries, including the U.S. and several Latin American nations[10] - The Company has committed up to $1.2 million to support Nitrousink's commercialization efforts in collaboration with the Government of Israel[38] Financing and Debt - The Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., allowing the Investor to purchase up to $3.5 million shares of Common Stock over 40 months at 94% of the lowest VWAP prior to each advance notice[12][85] - The company has a commitment amount of $3.5 million under a Purchase Agreement, with the ability to request advances up to $700,000[83] - The interest rate on the promissory note under the Purchase Agreement is set at 8% per annum[83] - The Company incurred an accumulated deficit of $28 million and has financed operations mainly through equity issuance[40] Going Concern - The Company has substantial doubt regarding its ability to continue as a going concern if sufficient financing is not secured[41] - Management expects continued losses and negative cash flows, with existing cash projected to fund operations until mid-Q3 2024[41] Market Conditions - Following the recent conflict in Israel, the Company anticipates potential adverse effects on its operations and economic standing due to disruptions in supply chains and manpower shortages[100][101] Miscellaneous - A one for seven reverse stock split was executed on October 5, 2023, affecting the Company's outstanding Common Stock[33] - The Company executed a reverse stock split of its Common Stock at a ratio of no less than 1-for-7 and no more than 1-for-10, effective October 5, 2023[102] - The fair value of the Company's investment in Plantify as of September 30, 2023, is $1,252,178, with changes in fair value reflecting a decrease of $95,512[55][57] - The fair value of the conversion feature loan as of September 30, 2023, was estimated at $42,700, with an expected volatility of 125.10% and a risk-free interest rate of 5.32%[66] - For the period from April 5, 2023, to September 30, 2023, the company recorded an unrealized loss of $87,576 on investment in a nonconsolidated subsidiary[70] - Plantify's revenue for the same period was $292,000, with a net loss of $1,612,000 and a loss from continuing operations of $942,000[71] - As of September 30, 2023, the company's current assets were $2,305,000, while current liabilities stood at $2,537,000[71] - The Company issued 20,000 shares of Common Stock to an Investor on November 6, 2023[104] - A consultant received 1,286 shares of Common Stock for services provided on November 8, 2023[104] - Liat Sidi was appointed as a Class II Director on November 12, 2023, serving until the 2026 annual meeting[104] - The board determined that Ms. Sidi is independent with no family relationships to other directors or executives[104] - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[177]

Financial Performance - Total revenues from product sales for the six months ended June 30, 2023, were $157,618, an increase of 32.8% compared to $118,710 for the same period in 2022[20] - Gross profit for the six months ended June 30, 2023, was $87,865, representing a gross margin of 55.7%, compared to $63,863 and a gross margin of 53.8% for the same period in 2022[20] - The net loss attributable to the company's stockholders for the six months ended June 30, 2023, was $2,423,183, a decrease from a net loss of $2,586,420 for the same period in 2022[20] - For the six months ended June 30, 2023, the net loss was $2,436,484, an improvement from a net loss of $2,603,774 in the same period of 2022, representing a decrease of approximately 6.4%[27] - The company reported a basic and diluted loss per share of $0.42 for the six months ended June 30, 2023, compared to $0.91 for the same period in 2022[20] Expenses - Research and development expenses for the six months ended June 30, 2023, were $135,765, significantly reduced from $322,738 for the same period in 2022[20] - Selling and marketing expenses decreased to $157,921 for the six months ended June 30, 2023, from $323,049 in the same period of 2022, reflecting a cost reduction strategy[20] - The company reported a decrease in general and administrative expenses, totaling $438,030 in 2023 compared to $446,737 in 2022, with directors' compensation rising to $192,789 from $156,913[79] - Share-based compensation expenses for the six months ended June 30, 2023, totaled $678,000, primarily from the issuance of 1,000,000 shares of Common Stock[66] - The Company recorded costs of $14,247 related to stock-options compensation for employees and directors for the six months ended June 30, 2023[75] Cash Flow and Liquidity - Cash and cash equivalents as of June 30, 2023, were $2,969,707, down from $5,700,709 as of December 31, 2022[18] - Net cash used in operating activities was $1,634,418, a reduction from $2,355,007 in the prior year, indicating a decrease of about 30.6%[27] - The cash, cash equivalents, and restricted cash at the end of the period stood at $3,017,403, down from $4,428,720 at the end of the same period in 2022, a decline of approximately 31.9%[27] - Management anticipates that existing cash will be sufficient to fund operations until the middle of the third quarter of 2024, indicating a potential liquidity concern[34] Assets and Investments - Total assets decreased to $6,162,930 as of June 30, 2023, from $6,492,213 as of December 31, 2022[18] - The fair value of the investment in Plantify as of June 30, 2023, was reported at $903,371, reflecting a decrease of $26,429 since initial recognition[51] - The convertible loan's fair value increased to $1,149,900 as of June 30, 2023, with a change in fair value of $128,600 during the period[51] - The Company holds a 16.6% equity investment in Plantify, which is accounted for under the equity method, with fair value changes recognized in earnings[57] - As of June 30, 2023, Plantify's current assets were $1,178,000, while current liabilities stood at $2,365,000, indicating a working capital deficit[63] Strategic Partnerships and Agreements - The company is focused on establishing strategic partnerships and expanding its global distribution network to enhance market presence and product acceptance[12] - The company entered into a Securities Exchange agreement with Plantify on March 31, 2023, resulting in the issuance of 1,164,374 shares of common stock to Plantify, representing 19.99% of Save Foods' outstanding capital stock[54] - Save Foods agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify under a debenture with an 8% annual interest rate, repayable over approximately 18 months[56] - A Standby Equity Purchase Agreement was entered into on July 23, 2023, allowing for the purchase of up to $3.5 million in common stock over 40 months[88] - The company has committed to support NewCo's commercialization efforts with up to $1.2 million in three conditional installments[93] Sales Performance - Sales in Mexico significantly increased to $109,824,000 in the first half of 2023, up 53.4% from $71,549,000 in 2022[83] - Sales to single customers exceeding 10% of total sales amounted to $151,378,000 for the first half of 2023, compared to $107,497,000 in 2022[84]

Financial Performance - Revenues from product sales for Q1 2023 were $121,010, compared to $87,630 in Q1 2022, representing an increase of 38%[20] - Gross profit for Q1 2023 was $78,264, up from $45,781 in Q1 2022, indicating a growth of 71%[20] - Operating loss for Q1 2023 was $1,743,653, compared to a loss of $1,345,674 in Q1 2022, reflecting an increase in losses of approximately 30%[20] - Net loss attributable to the Company's stockholders' equity for Q1 2023 was $1,713,678, compared to $1,329,750 in Q1 2022, which is an increase of about 29%[20] - For the three months ended March 31, 2023, the net loss was $1,721,549, compared to a net loss of $1,339,770 for the same period in 2022, representing an increase of approximately 28.5%[25] Cash and Assets - Cash and cash equivalents as of March 31, 2023, were $4,595,838, down from $5,700,709 as of December 31, 2022, a decrease of approximately 19%[18] - Total assets decreased to $5,471,548 as of March 31, 2023, from $6,492,213 as of December 31, 2022, a decline of about 16%[18] - Total cash, cash equivalents, and restricted cash decreased from $5,699,882 at the end of Q1 2022 to $4,644,600 at the end of Q1 2023, a decline of approximately 18.5%[25] Liabilities and Equity - Total liabilities as of March 31, 2023, were $696,922, down from $754,872 as of December 31, 2022, a decrease of approximately 8%[18] - The number of shares outstanding increased to 4,658,726 as of March 31, 2023, from 4,614,726 as of December 31, 2022[18] Expenses - Research and development expenses for Q1 2023 were $118,908, down from $209,362 in Q1 2022, a reduction of approximately 43%[20] - Selling and marketing expenses decreased to $69,146 in Q1 2023 from $178,136 in Q1 2022, a decrease of about 61%[20] Future Outlook - The company has an accumulated deficit of $25 million and expects to continue generating losses and negative cash flows for the foreseeable future[31][32] - Management believes existing cash will be sufficient to fund operations until mid-Q3 2024, indicating substantial doubt about the company's ability to continue as a going concern[32] - The company plans to secure additional financing through the sale of equity securities or strategic partnerships[33] Stock and Financing Activities - As of March 31, 2023, the company had 234,674 stock options outstanding with an average exercise price of $3.00[44] - The company issued 1,000,000 shares of Common Stock in April 2023, valued at approximately $678,000 based on the share price at the time of issuance[43] - On March 31, 2023, the Company entered into a Securities Exchange agreement with Plantify, resulting in the issuance of 1,164,374 shares of Common Stock to Plantify, representing 19.99% of Save Foods' outstanding capital stock prior to the Closing[58] - Plantify issued 30,004,349 common shares to the Company, also representing 19.99% of Plantify's outstanding capital stock prior to the Closing[58] - The Company agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify at an annual interest rate of 8%, repayable over approximately 18 months[59] - The Debenture has a maturity date of October 4, 2024, with the Principal convertible into common shares of Plantify at C$0.05 per share within the first year[59] - On April 3, 2023, the Company issued 147,059 restricted shares of Common Stock to EU Agritech[60] - The Company issued 19,000 shares of Common Stock following Board approval on April 3, 2023[60] - An equity grant of 1,000,000 shares of Common Stock was approved for executive officers, employees, directors, and consultants on April 3, 2023[60]

Financial Performance - Total revenue for the year ended December 31, 2022 was $394,004, a decrease of $44,137, or 10%, compared to $438,141 in 2021[369] - Cost of sales for 2022 was $158,313, an increase of $22,370, or 16%, compared to $135,943 in 2021[371] - Gross profit for 2022 was $235,691, a decrease of $66,507, or 22%, compared to $302,198 in 2021[372] - Total comprehensive loss for 2022 was $5,779,841, an increase of $914,465, or 19%, compared to $4,865,376 in 2021[377] Expenses - Research and development expenses for 2022 were $770,826, an increase of $232,142, or 43%, compared to $538,684 in 2021[373] - Selling and marketing expenses for 2022 were $567,598, an increase of $367,299, or 183%, compared to $200,299 in 2021[374] - General and administrative expenses for 2022 were $4,716,909, an increase of $450,055, or 11%, compared to $4,266,854 in 2021[375] Cash Flow - Net cash used in operating activities for 2022 was $5,097,126, an increase of $983,819 compared to $4,113,307 in 2021[386] - Cash balance as of December 31, 2022 was $5,700,709, a decrease from $6,750,938 as of December 31, 2021[385] - Net cash provided by financing activities for 2022 was $4,094,940, a decrease from $10,725,016 in 2021[388] Financing Activities - The company entered into a Securities Purchase Agreement on June 24, 2020, issuing 67,369 units at a price of $7.63 per unit, consisting of one share of Common Stock and one warrant with an exercise price of $8.40[390] - On September 23, 2020, the company issued 13,107 units at a price of $7.63 per unit to Medigus, with an additional investment of up to $25,000 contingent on a proof of concept procedure[392] - The company raised $125,000 through convertible promissory notes in September 2020, with a 5% annual interest rate, maturing in three years or upon a deemed liquidation event[393] - In October 2020, the company entered into convertible loan agreements for an aggregate principal amount of $100,000, also bearing a 5% interest rate and following a similar repayment structure as the September 2020 Notes[395] - The January 2021 Notes raised $274,000 with the same terms as previous convertible notes, including a 5% interest rate and a three-year maturity[396] Future Outlook - As of December 31, 2022, the company's cash and cash equivalents were $5,700,709, expected to fund operations until at least December 2024[399] - Future capital requirements will depend on the progress and costs of research and development, manufacturing costs, and regulatory approval timelines[400]