As filed with the Securities and Exchange Commission on August 19, 2025 Registration No. 333-289293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 N2OFF, INC. (Exact name of registrant as specified in its charter) (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) Nevada 2000 26-4684680 HaPardes 134 (M ...

Group 1 - Sandoz has signed a 10-year virtual Power Purchase Agreement (PPA) with Elawan Energy for new solar projects in Valladolid, Spain, marking a significant step in its decarbonization strategy [1][3] - The partnership is expected to meet nearly 90% of the electricity demand across Sandoz's European operations, with a total installed capacity of 150 MW for the new solar projects [2][7] - Sandoz's commitment to environmental sustainability is highlighted by its collaboration with Elawan Energy, which aims to reduce the company's environmental footprint and advance its sustainability goals [3][6] Group 2 - Sandoz has previously submitted a Commitment Letter to the Science Based Targets Initiative (SBTi) to set science-based carbon emission reduction targets, with plans to submit its strategy for validation by January 2026 [3][6] - The company recorded net sales of USD 10.4 billion in 2024, showcasing its significant role in the global healthcare market [6]

Core Points - Sandoz has signed a 10-year virtual Power Purchase Agreement (PPA) with Elawan Energy for new solar projects in Spain, marking a significant step in its decarbonization strategy [1][8] - The partnership is expected to meet nearly 90% of Sandoz's current electricity demand across its European operations, with a total installed capacity of 150 MW for the new solar projects [2][3] Company Commitment - Sandoz emphasizes environmental sustainability as a core operational principle, reflecting its responsibility to the planet and its stakeholders [3] - The company has submitted a Commitment Letter to the Science Based Targets Initiative (SBTi) in 2024, indicating its intent to set science-based carbon emission reduction targets, with plans for validation submission by January 2026 [3] Operational Impact - The collaboration with Elawan Energy is part of Sandoz's ongoing efforts to decarbonize electricity use globally, complementing similar agreements for production operations across multiple sites [3] - In 2024, Sandoz reported net sales of USD 10.4 billion, highlighting its significant role in the global healthcare sector [6]

Core Insights - Diversified Energy Company PLC reported strong interim results for the first half of 2025, achieving performance in line with expectations and highlighting strategic and financial achievements [2][9]. Financial Performance - The company generated total revenue of $804 million for the first half of 2025, reflecting a 79% year-over-year increase from $449 million in the first half of 2024 [5]. - Adjusted EBITDA for the first half of 2025 was $418 million, a 92% increase compared to $218 million in the same period last year [6]. - Free Cash Flow (Adjusted Free Cash Flow) reached $152 million for the first half of 2025, up 49% from $102 million in the first half of 2024 [6]. Production Metrics - Average production for the second quarter of 2025 was 1,149 MMcfepd (192 Mboepd), a 33% increase from 864 MMcfepd in the first quarter of 2025 [5]. - The production volume mix for the second quarter was approximately 73% natural gas, 13% natural gas liquids, and 14% oil [15]. Shareholder Returns - The company returned over $105 million to shareholders year-to-date through dividends and share repurchases [10]. - A dividend of $0.29 per share was declared for the second quarter of 2025 [10]. Strategic Initiatives - The company is on track to achieve its full-year 2025 guidance, with total production expected to be between 1,050 to 1,100 MMcfepd [22]. - A strategic partnership with The Carlyle Group aims to invest up to $2 billion in existing U.S. proved developed producing oil and gas assets, enhancing capital flexibility and supporting long-term growth [11][12]. Operational Efficiency - The integration of Maverick Natural Resources is progressing well, with an increased annualized synergy target of $60 million, up from the previous target of $50 million [10]. - The portfolio optimization program has realized approximately $70 million in cash flow from non-core asset and leasehold divestitures [12]. Market Outlook - The company remains focused on unlocking value through asset optimization and is well-positioned to benefit from trends such as electrification, AI power demand, and U.S. LNG export growth [13][14].