New identity reflects Company’s evolution into an innovative data driven biotech company leveraging MITOLINE™ and mitochondrial carrier biology across oncology and inflammatory metabolic diseases Neve Yarak, Israel, Feb. 25, 2026 (GLOBE NEWSWIRE) -- N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a drug discovery company that is also investing in solar energy assets based on the RTB (Ready to Build) business model, today announced a comprehensive corporate rebranding to Nexentis Technologies Inc. (“ ...

Core Insights - N2OFF, Inc. has announced that its subsidiary MitoCareX Bio has demonstrated preliminary in vitro data showing inhibition of pro-inflammatory responses in human immune cells using its proprietary MITOLINE discovery platform, which targets mitochondrial carriers for inflammatory metabolic diseases [1][2] Industry Overview - The market for inflammatory and inflammatory metabolic diseases is rapidly growing, with anti-inflammatory drugs projected to increase from approximately $122 billion in 2024 to nearly $275 billion by 2034, reflecting a compound annual growth rate (CAGR) of about 8.4% [3] - Small-molecule immunomodulators are expected to expand from around $188 billion in 2025 to over $350 billion by 2035, indicating strong demand for targeted oral anti-inflammatory therapies [3] - Therapeutics for metabolic disorders, including key inflammatory metabolic diseases like diabetes, are estimated to be around $77 billion in 2024 and forecasted to exceed $120 billion by 2030 [3] Company Developments - MitoCareX Bio is utilizing the MITOLINE algorithm to create a focused library of small-molecule candidates, which are being evaluated through proprietary in vitro assays to assess mitochondrial function and inflammatory signaling [2][4] - The MITOLINE algorithm addresses a significant challenge in mitochondrial drug discovery by providing reliable 3D comparative models of mitochondrial carrier proteins, facilitating the identification of novel small-molecule scaffolds [4] - MitoCareX Bio plans to advance its most promising mitochondrial-targeted anti-inflammatory candidates toward pre-clinical studies while expanding its discovery efforts across additional mitochondrial carrier targets [5]

Company Overview - N2OFF, Inc. is a drug discovery company that owns 100% of MitoCareX Bio Ltd., which focuses on developing small-molecule drugs targeting human mitochondrial carriers for inflammatory metabolic diseases [6] - N2OFF is also investing in solar energy assets through a Ready to Build (RTB) business model, currently leading four solar projects across three EU countries [6] MitoCareX Bio Developments - MitoCareX Bio has demonstrated preliminary in vitro data showing inhibition of pro-inflammatory responses in human immune cells using its proprietary MITOLINE discovery platform [1][2] - The company is advancing its most promising mitochondrial-targeted anti-inflammatory candidates toward pre-clinical studies while expanding the MITOLINE-powered discovery engine across additional mitochondrial carrier targets [5] Market Potential - The global market for anti-inflammatory drugs is projected to grow from approximately $122 billion in 2024 to nearly $275 billion by 2034, with a compound annual growth rate (CAGR) of about 8.4% [3] - Small-molecule immunomodulators are expected to expand from around $188 billion in 2025 to over $350 billion by 2035, indicating strong demand for targeted anti-inflammatory therapies [3] - Therapeutics for metabolic disorders, including key inflammatory metabolic diseases, are estimated to be around $77 billion in 2024 and forecasted to exceed $120 billion by 2030 [3] MITOLINE Algorithm - The MITOLINE algorithm addresses a critical bottleneck in mitochondrial drug discovery by providing reliable 3D comparative models of mitochondrial carrier proteins, facilitating the identification of novel small-molecule scaffolds [4] - This platform enables MitoCareX to characterize substrate translocation binding sites for virtual screening campaigns, supporting drug discovery in oncology, autoimmune, and metabolic-inflammatory diseases [4]

Core Insights - N2OFF, Inc. is advancing its European portfolio through a partnership with Solterra Renewable Energy Ltd, focusing on solar energy assets and reducing permitting risks [1][5] Germany Update - The flagship project in Germany is on track for Q3 2026 approval, with no objections received during the public consultation phase, indicating strong regulatory support [9] - An amendment to the development agreement has been executed, providing Solterra with approximately €280,000 in advance funding, resulting in project-level savings exceeding $1.69 million [9] Italy Update - Formal planning applications for Sicilian battery storage projects have been submitted, with approvals targeted for H2 2026, contingent on the absence of material objections [4][9] - N2OFF will evaluate optimal value realization paths, including project sale or construction and operation, based on strategic partner decisions [4] Financial Highlights - The strategic renegotiation in Germany has optimized returns, demonstrating a disciplined and capital-efficient approach to project management [9] - The Italian battery storage projects are positioned for high-upside monetization flexibility, with options for sale or build-and-operate strategies [9]

Core Insights - N2OFF, Inc. has completed the acquisition of MitoCareX Bio Ltd., focusing on the precision oncology market and leveraging MitoCareX's proprietary MITOLINE algorithm for drug discovery [1][2][3] Company Overview - MitoCareX Bio Ltd. is a biotechnology company utilizing MITOLINE, an algorithm for 3D modeling of mitochondrial transport proteins, to develop therapies for difficult-to-treat cancers [2][4] - The company targets mitochondrial SLC25 transport proteins, which are crucial in the metabolic reprogramming of aggressive cancers like lung and pancreatic cancer, with a projected global therapeutic market exceeding $50 billion by 2026 [3][4] Strategic Direction - MitoCareX aims to optimize hit-to-lead medicinal chemistry and pharmacokinetic profiling in 2026, with the goal of nominating a preclinical development candidate [5] - The company is exploring strategic collaborations and licensing agreements to expand MITOLINE's applications, creating non-dilutive revenue opportunities [6][7] Long-Term Vision - The long-term strategy includes preparing for IND-enabling studies to transition MitoCareX toward clinical readiness while establishing MITOLINE as a scalable discovery engine [7][8] - MitoCareX's approach combines mitochondrial biology, computational modeling, and precision oncology, positioning it uniquely in the biotech sector [8][9] Innovation and Value Creation - The MITOLINE algorithm enables high-throughput in silico screening of small molecules, accelerating the drug discovery process [4][10] - The company aims to build a repeatable, data-driven discovery platform that transforms mitochondrial biology into sustained innovation and value creation [10][11]

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, with investments in four solar projects across three EU countries [5]. - The company also controls approximately 98% of Save Foods Ltd., which specializes in post-harvest treatments for fruits and vegetables [6]. MitoCareX Overview - MitoCareX is a biotech firm dedicated to developing novel therapies for challenging cancers by targeting the mitochondrial SLC25 protein family [2]. - The company utilizes its proprietary algorithm, MITOLINE™, for 3D comparative modeling of mitochondrial proteins, aiding in the identification of anti-cancer small molecule therapeutics [2]. Merger Details - The acquisition of MitoCareX was finalized on October 20, 2025, with N2OFF purchasing ordinary shares for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the RTB (Ready to Build) business model, currently leading four solar projects across three EU countries [5]. - MitoCareX specializes in drug discovery targeting cancer therapeutics through the mitochondrial SLC25 protein family, utilizing its proprietary algorithm MITOLINE for 3D comparative modeling [2]. Merger Details - The acquisition closed on October 20, 2025, with N2OFF purchasing ordinary shares of MitoCareX for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a CAGR of 8.7% [2].

Core Viewpoint - N2OFF, Inc. has announced the approval of the acquisition of MitoCareX Bio Ltd., a biotech company focused on cancer therapeutics, by its stockholders during a special meeting held on September 25, 2025 [1] Company Overview - N2OFF, Inc. is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, currently leading four solar projects across three EU countries [6] - The company also controls approximately 98% of Save Foods Ltd., which focuses on post-harvest treatments for fruits and vegetables [7] Acquisition Details - The acquisition agreement involves N2OFF purchasing 6,622 shares from SciSparc Ltd. for $700,000 and exchanging additional shares for 40% of MitoCareX's fully diluted capital stock [3] - The Sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, and may be entitled to milestone-based issuances of up to 25% of N2OFF's common stock [3][4] - N2OFF is committed to financially support MitoCareX with an initial cash investment of $1,000,000 during the first two years post-acquisition [4] MitoCareX Overview - MitoCareX specializes in developing novel therapies for hard-to-treat cancers by targeting the mitochondrial SLC25 protein family [2] - The global Cancer Therapeutics and Biotherapeutics market was valued at $194.1 billion in 2024 and is projected to reach $344.1 billion by 2031, indicating significant growth potential in this sector [2]

As filed with the Securities and Exchange Commission on August 6, 2025 Registration No. 333-______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. (Exact name of registrant as specified in its charter) incorporation or organization) Classification Code Number) Identification Number) Nevada 2000 26-4684680 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer HaPardes 134 (Meshek Sander) Nev ...

Core Insights - N2OFF, Inc. has completed a $2.7 million investment for the development of two Battery Energy Storage Systems (BESS) in Sicily, Italy, each with a capacity of 98MWp/392MWh [1][3] - The combined capacity of the BESS projects is approximately 196 MWp, valued at up to $13.5 million based on an estimate of $70,000 per MW [2][3] - The projects are designed to enhance grid stability and have secured preliminary grid connection approvals from Terna SpA, with expectations to achieve Ready-to-Build (RTB) status within 18-24 months [3][4] Company Overview - N2OFF, Inc. is a cleantech company focused on sustainable energy solutions and "Agrifood" tech, recently entering the solar market and funding various projects in the EU [5] - The company has invested over $1.2 million in its 70%-owned Italian subsidiary, which is involved in the BESS projects [1][5] - N2OFF's majority-owned Israeli subsidiary, Save Foods Ltd., focuses on post-harvest treatments for fruits and vegetables to prevent pathogen contamination [5] Market Context - Italy's solar market is experiencing strong growth, supported by government incentives and increasing public awareness of sustainability [4] - Solar electricity generation in Italy is projected to reach 36.47 billion kWh in 2025, with an annual growth rate of 6.86% from 2025-2029 [4] - Italy aims for 52 GW of solar capacity by 2030 and 74.6% renewable electricity by 2050 [4]