N2OFF, Inc(US:NITO)2025-05-15 20:05PART I PART I - FINANCIAL INFORMATION This section presents the unaudited interim financial statements and management's analysis of the company's financial condition Item 1. Condensed Consolidated Interim Financial Statements (unaudited) The unaudited interim financial statements detail asset and liability changes, net loss, and cash flow activities for the period Condensed Consolidated Interim Balance Sheets Total assets increased to $7.37 million while total liabilities surged to $3.67 million, decreasing stockholders' equity Condensed Consolidated Balance Sheet Data (in thousands USD) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $4,335 | $3,404 | | Solar photovoltaic joint venture project | $1,252 | $808 | | Total Assets | $7,365 | $5,465 | | Total Current Liabilities | $976 | $892 | | Credit facility | $764 | - | | Stock purchase warrants liability | $1,912 | - | | Total Liabilities | $3,667 | $892 | | Total Stockholders' Equity | $3,698 | $4,573 | Condensed Consolidated Interim Statements of Comprehensive Loss Revenues increased, but net loss widened to $1.26 million due to significant financing expenses Q1 2025 vs Q1 2024 Performance (in thousands USD, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Revenues from sales of products | $66 | $44 | | Gross Profit | $52 | $16 | | Operating Loss | $(619) | $(899) | | Financing (expenses) income, net | $(813) | $5 | | Net Loss | $(1,257) | $(822) | | Loss per share (basic) | $(0.07) | $(0.26) | | Weighted average shares (basic) | 16,170,201 | 2,960,667 | Condensed Consolidated Interim Statements of Cash Flows Net cash used in operations improved, with investing activities funded by $2.53 million from financing Cash Flow Summary (in thousands USD) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(809) | $(1,008) | | Net cash used in investing activities | $(1,176) | - | | Net cash provided by financing activities | $2,532 | $40 | | Increase (Decrease) in Cash | $538 | $(965) | Notes to Condensed Consolidated Interim Financial Statements Key notes reveal going concern doubt, strategic segment shifts, and significant financing and investment activities - Management has identified substantial doubt regarding the company's ability to continue as a going concern, as existing cash is projected to fund operations only until the end of Q4 202539 - The company has restructured its reporting into two segments: (i) Pathogen prevention and prolong shelf life, and (ii) Renewable energy projects, reflecting a strategic pivot119 - On January 2, 2025, the company closed a Private Placement (PIPE) transaction, receiving gross proceeds of $1.5 million from the issuance of shares, pre-funded warrants, and warrants106 - Subsequent to the quarter end, on April 9, 2025, the company sold its entire 60% stake in NTWO OFF Ltd. for NIS 15 thousand122136 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the strategic pivot, financial performance, liquidity, and the ongoing going concern risk Results of Operations Revenues and gross profit increased, but rising financing expenses led to a 53% larger comprehensive loss Comparison of Operations for Three Months Ended March 31 (in thousands USD) | Item | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $66 | $44 | +50% | | Gross Profit | $52 | $16 | +225% | | R&D Expenses | $20 | $116 | -83% | | S&M Expenses | $47 | $57 | -19% | | G&A Expenses | $604 | $742 | -19% | | Financing (Expenses) Income, Net | $(813) | $5 | -16360% | | Total Comprehensive Loss | $(1,257) | $(822) | +53% | Liquidity and Capital Resources Operations depend on external financing, including a $16 million SEPA and a new $3 million purchase agreement - The company is dependent on external financing and has a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., with approximately $16 million remaining available as of May 15, 2025158160 - On May 12, 2025, the company entered into a new Purchase Agreement with an investor to advance an aggregate principal amount of $3 million, structured in two tranches131 - Subsequent to the quarter, the company sold its entire stake in NTWO OFF Ltd. and issued a significant number of shares to consultants and executive officers135136 Going Concern Substantial doubt exists about the company's ability to continue as a going concern through Q4 2025 - There is substantial doubt about the company's ability to continue as a going concern for at least twelve months from the report's filing date162 - Existing capital is expected to fund the operating plan only through the end of Q4 2025, after which the company will need to raise additional funds to continue operations163 Item 3. Quantitative and Qualitative Disclosures about Market Risk As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures - As a smaller reporting company, N2OFF, Inc. is not required to provide quantitative and qualitative disclosures about market risk168 Item 4. Controls and Procedures Management concluded disclosure controls were effective, with no material changes to internal financial reporting controls - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025170 - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls171 PART II PART II - OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, and other disclosures Item 1. Legal Proceedings The company reports no pending legal proceedings involving itself, its directors, officers, or major security holders - There are no pending legal proceedings involving the company173 Item 1A. Risk Factors As a smaller reporting company, the company is not required to provide risk factor disclosures in this report - The company is not required to provide risk factor disclosures in this report174 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities were made during the quarter that have not been previously reported - No unregistered sales of equity securities were made during the quarter that have not been previously reported175 Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None176 Item 5. Other Information No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended March 31, 2025178 Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL data files