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xbrli:shares

As filed with the Securities and Exchange Commission on July 13, 2026

AsRegistration ~~filed~~No. ~~with the Securities and Exchange Commission on August 6, 2025~~333-

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~UNDER~~NEXENTIS TECHNOLOGIES INC.

~~THE~~(Exact ~~SECURITIES~~name ~~ACT~~of OFregistrant ~~1933~~as specified in its charter)

N2OFF, INC. (Exact name of registrant as specified in its charter)

Nevada

2000

26-4684680

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

Nevada	2000	26-4684680
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Pinhas Sapir St. 3, Kiryat HaMada

~~HaPardes~~Ness ~~134~~Ziona ~~(Meshek~~7403626, ~~Sander)~~Israel

Neve Yarak, Israel

Telephone: (347) 468-9583

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

VCorp Services, LLC

701 S. Carson Street

Suite 200

Carson City, Nevada 89701

Telephone: (888)528-2677

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

~~Mark E~~David Huberman, Esq. ~~Crone~~Michael Soumas, Esq. Greenberg Traurig, P.A. One Azrieli Center Round Tower, 30th floor 132 Menachem Begin Rd Tel Aviv 6701101 Tel: +972 3 636 6000 Matthew Rudolph, Esq. Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 5250608, Israel Tel: 972-3-610-3100

~~Cassi~~Approximate date ~~Olson,~~of ~~Esq~~commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

The Crone Law Group, P.C.

420 Lexington Avenue, Suite 2446

New York, New York 10170

[email protected]

Telephone: (646)-861-7891

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the ~~following~~ following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting ~~company~~ company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, ” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer: ☐ Accelerated filer: ☐ Non-accelerated filer: ☒ Smaller reporting company: ☒ Emerging growth company: ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided ~~pursuant~~ to Section 7(a)(2)(B) of the Securities Act. ☐

~~The~~THE ~~Registrant~~REGISTRANT ~~hereby~~HEREBY ~~amends~~AMENDS ~~this~~THIS ~~Registration~~REGISTRATION ~~Statement~~STATEMENT onON ~~such~~SUCH ~~date~~DATE orOR ~~dates~~DATES asAS ~~may~~MAY beBE ~~necessary~~NECESSARY toTO ~~delay~~DELAY ~~its~~ITS ~~effective~~EFFECTIVE ~~date~~DATE ~~until~~UNTIL ~~the~~THE ~~Registrant~~REGISTRANT ~~shall~~SHALL ~~file~~FILE aA ~~further~~FURTHER ~~amendment~~AMENDMENT ~~which~~WHICH ~~specifically~~SPECIFICALLY ~~states~~STATES ~~that~~THAT ~~this~~THIS ~~Registration~~REGISTRATION ~~Statement~~STATEMENT ~~shall~~SHALL ~~thereafter~~THEREAFTER ~~become~~BECOME ~~effective~~EFFECTIVE inIN ~~accordance~~ACCORDANCE ~~with~~WITH ~~Section~~SECTION 8(a) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Act~~ACT ofOF 1933, asAS ~~amended~~AMENDED, orOR ~~until~~UNTIL ~~the~~THE ~~Registration~~REGISTRATION ~~Statement~~STATEMENT ~~shall~~SHALL ~~become~~BECOME ~~effective~~EFFECTIVE onON ~~such~~SUCH ~~date~~DATE asAS ~~the~~THE ~~Commission~~SECURITIES AND EXCHANGE COMMISSION, ~~acting~~ACTING ~~pursuant~~PURSUANT toTO ~~said~~SAID ~~Section~~SECTION 8(a), ~~may~~MAY ~~determine~~DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. ~~These~~The ~~securities~~selling stockholders may not besell ~~sold~~these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell ~~nor~~these ~~does~~securities itand ~~seek~~ we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

~~Subject~~SUBJECT toTO ~~completion~~COMPLETION, ~~dated~~DATED ~~August~~JULY 613, ~~2025~~2026

~~PRELIMINARY~~ PROSPECTUS

~~N2OFF,~~NEXENTIS TECHNOLOGIES INC.

702,~~369~~572,~~898~~874 Shares of Common Stock

This prospectus relates to the ~~resale,~~offer ~~from~~and ~~time~~sale ~~to time~~ of up to ~~(i) 69~~2,~~119~~572,~~898,~~874 shares of our common stock, par value $0.0001 per share ~~of N2OFF~~, ~~Inc., a Nevada corporation (the “Company”)~~ by ~~YA II PN, Ltd. (~~the ~~“Selling~~selling ~~Stockholder”), pursuant to~~stockholders aidentified ~~standby~~in ~~equity~~this ~~purchase~~prospectus, ~~agreement~~or (the ~~“SEPA”)~~selling ~~which the Company entered into with the Selling Stockholder~~stockholders, ~~dated~~consisting as of ~~December 22, 2023, and~~ (iii) 1311,~~250,000~~876 shares of our common stock, ~~consisting~~issuable ofupon ~~675,675~~the ~~shares~~ exercise of ~~common~~warrants, ~~stock~~or ~~held by~~ the ~~Selling Stockholder~~First ~~(the~~PIPE ~~“Commitment~~Warrants, ~~Shares”)~~issued ~~and~~in ~~574,325~~a ~~shares~~concurrent ~~issuable~~private ~~upon~~placement ~~the~~conducted ~~exercise~~together ofwith a ~~pre-funded~~registered ~~warrant~~direct ~~(the~~offering which ~~“Additional~~closed ~~Commitment~~on ~~Shares”).~~June ~~Pursuant~~15, to2026, ~~the~~(ii) ~~SEPA~~410,998 ~~the~~shares ~~Selling~~of ~~Stockholder~~our ~~agreed~~common tostock ~~purchase~~issuable upupon tothe ~~$20 million~~exercise ~~shares~~ of ~~the~~warrants, ~~Company’s~~or ~~common~~the ~~stock~~Second ~~over~~PIPE ~~thirty-six~~Warrants, and ~~months~~together ~~following~~with the ~~date~~First ofPIPE ~~the~~Warrants, ~~SEPA. As of~~ the ~~date~~PIPE ~~hereof~~Warrants, ~~$3,134,745~~ ~~worth~~issued ofin ~~shares~~a ~~have~~concurrent ~~been~~private ~~sold~~placement toconducted ~~the~~together ~~Selling~~with ~~Stockholder~~a ~~with~~registered direct ~~$16,865,255~~offering ofwhich ~~the~~closed ~~total~~on ~~$20~~June ~~million~~23, ~~remaining~~2026, ~~for~~and ~~sale. The~~(iii) ~~price~~1,850,000 shares of ~~the~~our common stock toissuable beupon ~~issued under~~ the ~~SEPA~~exercise ~~will~~of bea ~~94%~~warrant, or of the ~~lowest~~Facility ~~volume~~Warrant, ~~weighted~~and ~~average~~together ~~trading~~with ~~price (~~the ~~“VWAP”)~~ ofPIPE Warrants, the ~~common~~Warrants, ~~stock~~issued ~~for~~to ~~the~~L.I.A. ~~three~~Pure ~~consecutive~~Capital ~~trading~~Ltd., ~~days~~or ~~following~~Pure ~~the~~Capital, ~~delivery~~pursuant to ofa ~~each~~facility ~~written~~agreement ~~notice~~dated byOctober ~~the Company~~1, to2024, ~~the~~as ~~Selling~~amended ~~Stockholder~~on ~~requesting~~May an27, ~~advance~~2026, ~~pursuant~~or to the ~~SEPA.~~Facility Agreement.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale orof ~~other~~our ~~disposition~~shares by the selling stockholders. We may, however, receive up to approximately $6.0 million in aggregate gross proceeds from the exercise of ~~shares~~the Warrants, byto the ~~Selling~~extent ~~Stockholder~~such warrants are exercised for cash. The warrants may be exercised on a cashless basis under certain circumstances, in which case we would not receive any proceeds from such exercise. See “Use of Proceeds.”

The ~~Selling~~selling ~~Stockholder~~stockholders ~~or its transferees, pledgees, assignees, or successors-in-interest~~ may ~~offer and~~ sell ~~or otherwise dispose of~~ the shares of common stock ~~described~~included in this prospectus ~~from~~in ~~time~~a tonumber ~~time~~of ~~through~~different ~~public~~ways orand ~~private transactions~~ at ~~prevailing~~varying ~~market~~ prices,. atWe ~~prices~~provide ~~related~~more toinformation ~~prevailing~~about ~~market~~how ~~prices~~the orselling atstockholder ~~privately negotiated prices. The Selling Stockholders~~ may sell ~~any, all or none of~~ the shares ~~offered by this prospectus, and we do not know when or~~ in ~~what amount~~ the ~~Selling~~section ~~Stockholders~~entitled ~~may~~“Plan ~~sell their shares~~ of ~~common stock hereunder following the effective date of this registration statement~~Distribution.”

The ~~Selling~~selling ~~Stockholder~~stockholders will ~~bear~~pay ~~the~~all ~~cost~~brokerage offees ~~all~~and commissions and ~~discounts,~~similar ifexpenses ~~any,~~in ~~attributable~~connection towith the ~~sales~~offer ofand ~~shares.~~sale Weof ~~will~~the ~~bear all~~shares ~~other~~by ~~costs,~~the ~~expenses,~~selling ~~and~~stockholders ~~fees~~pursuant into ~~connection~~this ~~with~~prospectus. ~~the~~We ~~registration~~will ofpay the ~~shares.~~expenses ~~See~~(except ~~“Plan~~brokerage offees ~~Distribution”~~and oncommissions ~~page~~and 39similar ofexpenses) ~~this~~incurred ~~prospectus~~in ~~for~~registering ~~more~~under ~~information~~the ~~about~~Securities ~~how~~Act the ~~Selling~~offer ~~Stockholder~~and ~~may~~sale ~~sell~~of orthe ~~dispose~~shares ofincluded in this prospectus by the ~~shares~~selling stockholder. See “Plan of ~~our~~Distribution” ~~common~~on ~~stock~~page 20.

~~The~~Our ~~Selling~~common ~~Stockholder~~stock is ~~deemed~~listed anon the Nasdaq Capital Market under the symbol “~~underwriter~~NXTS”. ~~within~~On July 10, 2026, the ~~meaning~~last reported sale price of ~~Section~~our ~~2(a)(11)~~common ofstock on the ~~Securities~~Nasdaq ~~Act~~Capital ofMarket ~~1933,~~was as$3.64 ~~amended~~per share.

~~Our~~Investing ~~common~~in ~~stock~~our issecurities ~~traded~~involves onrisks. See the ~~Nasdaq~~section ~~Capital~~entitled ~~Market (~~“~~Nasdaq~~Risk Factors”) ~~under~~on ~~the~~page ~~symbol~~7 ~~“NITO.”~~included Onin ~~July~~into ~~29, 2025,~~ the ~~last~~ ~~reported sale price of our common stock on Nasdaq was $0~~prospectus.~~2440 per share.~~

WeNeither ~~are~~the anSecurities ~~“emerging~~and ~~growth~~Exchange ~~company”~~Commission asnor ~~defined~~any instate ~~the~~securities ~~Jumpstart~~commission ~~Our~~has ~~Business~~approved ~~Startups~~or ~~Act~~disapproved ~~(“JOBS~~of ~~Act”),~~these ~~and,~~securities asor passed ~~such,~~upon ~~are~~the ~~eligible~~adequacy ~~for~~or ~~reduced~~accuracy ~~public~~of ~~company~~this ~~reporting~~prospectus. ~~requirements~~Any representation to the contrary is a criminal offense.

~~Investing~~The indate ~~our securities involves a high degree~~ of ~~risk. You should read~~ this prospectus asis , well as the information incorporated herein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page 8 of this prospectus and in the documents incorporated by reference in this prospectus.2026

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2025.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	1
PROSPECTUS SUMMARY	2
THE OFFERING	5
RISK FACTORS	8
SELECTED CONSOLIDATED FINANCIAL DATA	6
USE OF PROCEEDS	30
RISK FACTORS	7
MARKET FOR COMMON STOCK	30
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
SELLING STOCKHOLDERS	36
USE OF PROCEEDS	10
DESCRIPTION OF CAPTIAL STOCK	37
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	11
PLAN OF DISTRIBUTION	39
DIVIDEND POLICY	13
MANAGEMENT’S DISCUSSION AND ANANYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
SELLING STOCKHOLDER	14
OUR BUSINESS	50
DESCRIPTION OF SECURITIES	17
MANAGEMENT	74
PLAN OF DISTRIBUTION	20
EXECUTIVE COMPENSATION	79
LEGAL MATTERS	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	81
EXPERTS	23
LEGAL	81
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	24
EXPERTS	84
WHERE YOU CAN FIND MORE INFORMATION	25
WHERE YOU CAN FIND MORE INFORMATION	84
FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

This prospectus, including information incorporated by reference herein is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). ~~The Selling~~As ~~Stockholder~~permitted ~~named~~by inthe ~~this~~rules ~~prospectus~~and ~~may~~regulations ~~from~~of ~~time to time sell~~ the ~~securities~~SEC, ~~described in~~ the ~~prospectus.~~registration ~~You~~statement ~~should read this~~filed ~~prospectus~~by ~~together~~us ~~with~~includes ~~the~~additional ~~more detailed~~ information ~~regarding~~not ~~our~~contained ~~company,~~in ~~our~~this ~~common~~prospectus. ~~stock,~~You ~~and~~may ~~our~~read ~~financial~~the ~~statements~~registration statement and ~~notes to~~the ~~those~~other ~~statements~~reports we ~~that~~file ~~are~~with ~~included~~the inSEC ~~this~~at ~~prospectus~~the ~~and~~SEC’s ~~any~~website ~~additional~~or ~~information~~its ~~that~~offices wedescribed ~~incorporate~~below ~~in this prospectus by reference, which we describe~~ under the heading “Where You Can Find More Information.”.

You should rely only on the information contained in this prospectus, orincluding information incorporated by reference ~~in,~~herein. ~~this~~We ~~prospectus~~have not, and inthe ~~any~~selling ~~accompanying~~stockholders ~~prospectus supplement. We~~ have not, authorized anyone to provide you with different information. ~~from~~If ~~that~~anyone provides you with different or inconsistent information, other than those contained in, or incorporated by reference ~~in,~~ into this prospectus., ~~You~~you should not ~~assume~~rely ~~that~~on it. ~~the~~The ~~information~~distribution inof this prospectus orand ~~any~~sale ~~prospectus~~of ~~supplement~~these issecurities ~~accurate~~in ascertain ofjurisdictions ~~any date~~may ~~other~~be ~~than~~restricted ~~the~~by ~~date~~law. onWe ~~the~~are ~~front~~not ofmaking an ~~those~~offer ~~documents~~to orsell ~~that~~these ~~any~~securities ~~document~~in ~~incorporated~~any byjurisdiction ~~reference~~where isthe ~~accurate~~offer asor ofsale ~~any~~is ~~date~~not ~~other than its filing date~~permitted. ~~You~~Persons ~~should~~in ~~not~~possession ~~consider~~of this prospectus are required to beinform anthemselves ~~offer~~about orand ~~solicitation~~observe ~~relating~~any tosuch ~~the~~restrictions. ~~securities~~The ininformation ~~any~~contained ~~jurisdiction~~ in ~~which~~this ~~such~~prospectus anthat ~~offer~~we orhave authorized ~~solicitation~~for ~~relating~~use toin ~~the~~connection ~~securities~~with isthis ~~not authorized. Furthermore~~offering, ~~you~~is ~~should~~accurate ~~not~~only ~~consider~~as ~~this~~of ~~prospectus to~~the bedate anof ~~offer~~those orrespective ~~solicitation~~documents ~~relating~~regardless toof the time ~~securities~~of ifdelivery ~~the~~of ~~person~~this ~~making~~prospectus ~~the~~when ~~offer~~any orsale ~~solicitation~~of isour ~~not~~securities ~~qualified~~occurs. toOur ~~do so~~business, ~~or if~~financial itcondition, isresults ~~unlawful~~of ~~for~~operations and ~~you~~prospects tomay ~~receive~~have ~~such~~changed ansince ~~offer~~those ~~or solicitation~~dates.

AsYou ~~used~~should inread this prospectus, ~~and~~including ~~unless~~the ~~otherwise~~information ~~indicated,~~incorporated ~~the~~by ~~terms~~reference ~~“N2OFF~~herein,” ~~“we,”~~in ~~“us,”~~its ~~“our~~entirety,~~” or~~ ~~“our~~before ~~company”~~making ~~refer~~an ~~to N2OFF, Inc~~investment decision. ~~and~~You ~~Save~~should ~~Foods~~also ~~Ltd.,~~read ~~our~~and ~~98.48%~~consider ~~owned~~the ~~subsidiary,~~information ~~organized~~ in the ~~State~~documents ofto ~~Israel (“Save~~which ~~Foods”),~~we ~~and~~have ~~our~~referred ~~wholly-owned~~you ~~subsidiary,~~in ~~NITO~~the ~~Renewable~~section ~~Energy,~~of ~~Inc.,~~this aprospectus entitled ~~Nevada corporation (~~“~~NITO~~Where ~~Renewable”),~~You ~~which~~Can ~~owns~~Find ~~70%~~More ~~of SB Storage 1 S~~Information.~~R.L.~~”

OnThis ~~March 19~~prospectus, ~~2024~~including the information incorporated by reference herein, wecontains ~~changed~~summaries ~~our~~of ~~name~~certain ~~from~~provisions ~~“Save~~contained ~~Foods~~in some of the documents described herein, ~~Inc.”~~but reference is made to ~~“N2OFF,~~the ~~Inc~~actual documents for complete information.”. ~~Accordingly,~~All ~~all~~of ~~such~~the ~~references~~summaries are qualified in ~~this~~their ~~prospectus~~entirety by the actual documents. Copies of some of the documents referred to herein have been ~~changed~~filed or will be filed as exhibits to ~~reflect~~the ~~our~~registration ~~new~~statement, ~~name.~~and Inyou ~~connection~~may ~~with~~obtain ~~such~~copies ~~name~~of ~~change,~~those ondocuments ~~the~~as ~~same~~described ~~date,~~below weunder ~~changed~~the ~~our~~section ~~trading~~entitled “Where ~~symbol~~You ~~from~~Can ~~“SVFD”~~Find toMore ~~“NITO”~~Information.”

~~CAUTIONARY~~We ~~NOTE~~further ~~REGARDING~~note ~~FORWARD-LOOKING~~that ~~STATEMENTS~~the representations, warranties and covenants made by us in any agreement that is filed as an exhibit the registration statement to which this prospectus relates were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus, ~~contains~~including ~~forward-looking~~the ~~statements”~~information ~~within~~incorporated ~~the~~by ~~meaning~~reference ofherein, ~~the~~contains ~~Private~~market ~~Securities~~data ~~Litigation~~and ~~Reform~~certain ~~Act~~industry ofdata ~~1995.~~and ~~Forward-looking~~forecasts ~~statements~~that ~~are~~were ~~based~~obtained ~~upon~~from ~~our~~market ~~current~~research ~~assumptions~~databases, ~~expectations~~publicly ~~and~~available ~~beliefs~~information ~~concerning~~and ~~future~~industry ~~developments~~publications and ~~their~~surveys. ~~potential~~Industry ~~effect~~surveys, onpublications ~~our~~and ~~business.~~forecasts Ingenerally ~~some~~state ~~cases,~~that ~~you~~the ~~can~~information ~~identify~~contained ~~forward-looking~~therein ~~statements~~has bybeen ~~the~~obtained ~~following~~from ~~words:~~sources ~~“may,”~~believed ~~“will,”~~to be reliable. ~~“could,”~~We ~~“would,”~~have ~~“should,”~~relied ~~“expect,”~~on ~~“intend,”~~certain ~~“plan,”~~data ~~“anticipate,” “believe,”~~from ~~“approximately,”~~third-party ~~“estimate~~sources,” ~~“predict,”~~including ~~“project,”~~industry ~~“potential,” “continue,”~~forecasts ~~“ongoing~~and market research,” orwhich ~~the~~we ~~negative~~believe ofto ~~these~~be ~~terms~~reliable based oron ~~other~~our ~~comparable~~management’s ~~terminology,~~knowledge ~~although~~of the ~~absence~~industry. ~~of these~~Statements ~~words~~as ~~does~~to ~~not~~our ~~necessarily~~market ~~mean~~position ~~that~~are abased ~~statement~~on isthe ~~not~~most ~~forward-looking~~currently available data. ~~This~~While ~~information~~we ~~may~~are ~~involve~~not ~~known~~aware ~~and~~of ~~unknown~~any ~~risks, uncertainties~~misstatements ~~and~~regarding ~~other~~the ~~factors~~industry ~~which~~data ~~may~~presented ~~cause~~in this prospectus, our ~~actual~~estimates ~~results,~~involve ~~performance~~risks and oruncertainties ~~achievements~~and toare besubject ~~materially~~to ~~different~~change ~~from~~based ~~the~~on ~~future results~~various factors, ~~performance~~including orthose ~~achievements~~discussed ~~expressed~~under orthe ~~implied~~headings by“Risk ~~any~~Factors” in ~~forward-looking~~this ~~statements~~prospectus.

~~This~~Throughout this prospectus, ~~should~~unless beotherwise ~~read~~designated, ~~in conjunction with~~ the ~~Company’s~~terms ~~consolidated financial statements for the years ended December 31~~“Nexentis, ~~2024,~~” ~~and 2023 and the quarter ended March 31~~“we,” ~~2025 and related notes and other documents included herein. We cannot predict all the risks and uncertainties. Accordingly~~“us,” ~~such information should not be regarded as representations that the results or conditions~~“our,” ~~described in such statements~~ or ~~that~~ “our ~~objectives~~company” ~~and~~refer ~~plans~~to ~~will~~Nexentis beTechnologies, ~~achieved~~Inc., and weMitoCareX doBio ~~not assume any responsibility for the accuracy or completeness of any of these forward-looking statements~~Ltd., ~~These~~our ~~forward-looking~~wholly ~~statements~~owned ~~are~~subsidiary ~~found at various places~~(“MitoCareX”) ~~throughout this prospectus~~ and ~~include information concerning possible or assumed future results of~~ our ~~operations;~~wholly ~~business strategies;~~owned ~~future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions~~subsidiary, ~~future~~NITO ~~cash~~Renewable ~~needs~~Energy, ~~future operations~~Inc, ~~business~~which ~~plans~~owns ~~and~~70% ~~future~~of ~~financial~~SB ~~results,~~Storage ~~and~~1 ~~any other statements that are not historical facts~~S.R.L.

All forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update any forward-looking statements or other information contained herein. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this prospectus are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements concerning other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PROSPECTUS SUMMARY

~~This~~The following summary highlights certain information contained elsewhere in or incorporated by reference into this prospectus that we consider important. Because this is only a summary, however, it does not contain all of the information ~~that~~you ~~may~~should beconsider ~~important~~before toinvesting ~~you.~~in ~~You~~our securities ~~should~~and ~~read~~it ~~this~~is ~~entire~~qualified ~~prospectus~~in its entirety by, and should ~~consider,~~be ~~among~~read ~~other~~in ~~things~~conjunction with, the ~~matters~~more detailed information included elsewhere ~~set~~in ~~forth~~this ~~under~~prospectus. ~~“Risk~~Before ~~Factors~~you make an investment decision,” ~~“Management’s~~you ~~Discussion~~should ~~and~~read ~~Analysis~~this entire prospectus carefully, including the risks of investing ~~Financial~~in ~~Condition~~our ~~and~~securities ~~Results~~discussed under the section of ~~Operations~~this prospectus entitled “Risk Factors” ~~and~~ ~~our~~section ~~consolidated~~and ~~financial~~the financial statements and related notes ~~thereto~~incorporated ~~included~~by inreference into this prospectus and the other documents incorporated by reference into this prospectus, which are described under “Incorporation of Certain Information by Reference” before making ~~your~~an investment ~~decision.~~in our securities.

~~Unless~~Our noted otherwise, all share and the price per share information in this prospectus for all periods presented reflect the reverse stock split of our outstanding common stock at a ratio of 1-for-7, which became effective as of October 5, 2023. On the opening of the market on October 6, 2023, our common stock began trading on the Nasdaq Capital Market on a post-reverse stock split basis.Business

~~Overview~~We are focused on sustainable operations in various industries such as biotechnology and solar projects. Our activities are advancing innovative drug development solutions through MitoCareX to improve treatments for cancer and inflammatory metabolic diseases.

We ~~were~~currently ~~incorporated~~operate inthrough ~~the~~our ~~State~~wholly ofowned ~~Delaware~~Israeli onsubsidiary ~~April 1, 2009~~ and ~~effective~~our ~~November~~Nevada ~~10, 2023, the Company merged with and into its~~ wholly-owned subsidiary ~~established~~and incollaborate ~~the~~and ~~State~~invest ofin ~~Nevada~~a joint ~~for~~venture ~~purpose of reincorporating~~ in the ~~State~~solar ofenergy ~~Nevada.~~sector:

WeMitoCareX, ~~are~~which ~~focused~~has been our wholly owned subsidiary since October 2025, develops and advances targeted small-molecule therapeutics for cancer and inflammatory metabolic diseases by focusing on ~~sustainable~~the ~~operations~~mitochondrial SLC25A protein family. MitoCareX’s solutions are designed to inhibit specific SLC25A mitochondrial carrier proteins that play a key role in ~~various~~cellular ofenergy ~~industries~~metabolism, ~~such~~thereby asdisrupting ~~agri~~the disease related metabolic state. We are currently focused on Non-~~food~~Small ~~tech~~ Cell Lung Cancer (NSCLC) and ~~solar~~pancreatic ~~projects,~~cancer as well as inflammatory ~~specializing~~metabolic diseases as our main targeted indications. We routinely utilize structural biology in ~~eco~~combination ~~crop~~with ~~protection~~computational chemistry to discover, design and develop drug candidates that ~~helps~~selectively ~~reduce~~bind ~~food~~to ~~waste~~our SLC25A targets of interest. Our approach leverages our proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models across the human SLC25A proteins and allows ~~ensure~~for ~~food~~large-scale ~~safety~~virtual ~~while~~screening ~~reducing~~campaigns of small molecules against these targets. MITOLINE™ provides a platform-level starting point to enable modelling of mitochondrial carrier targets and further develop novel therapeutics in areas where to date no FDA-approved SLC25A-directed therapies exist. A key advantage of our platform is its ability to address the ~~use~~historical lack of ~~pesticides~~experimental structural data that has limited drug discovery efforts targeting SLC25A proteins, thereby expanding the druggable target space within mitochondrial biology. By enabling rational, structure-guided small molecule discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities in cancer and inflammatory metabolic and disease indications associated with mitochondrial dysfunction.

We ~~currently~~collaborate ~~operate~~with ~~through~~Solterra ~~our~~Renewable ~~majority-owned~~Energy Ltd., an Israeli ~~subsidiary~~corporation, ~~and~~or ~~our~~Solterra, ~~Nevada~~and a wholly-owned subsidiary ~~and~~of ~~collaborate~~Solterra Energy Ltd., an Israeli corporation, or Solterra Energy, which operates in the solar energy sector and ~~invest~~presents certain investment opportunities in solar photovoltaic, or PV, projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy ~~sector:~~market for additional projects.

~~Save~~During ~~Foods~~2025, ~~develops and markets eco-friendly “green” solutions for~~ the ~~food~~Company ~~industry.~~underwent ~~Our~~significant ~~solutions~~changes ~~aim~~ to ~~improve~~its ~~the~~business ~~food safety and shelf life of fresh produce~~operations. WeIn doApril ~~this by controlling human and plant pathogens~~2025, ~~thereby~~the ~~reducing~~Company ~~spoilage,~~completed ~~and in turn, reducing food loss. We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce~~ the ~~use~~sale of ~~hazardous~~its ~~chemicals and prolong fresh produce’s shelf life. The solutions are based on our proprietary blend of food~~NTWO ~~acids~~OFF ~~combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations~~Ltd. ~~Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides~~operations. ~~Our~~In ~~“green”~~addition, ~~solutions are~~during ~~capable of cleaning~~2025, ~~sanitizing~~the ~~and~~Company ~~controlling~~classified ~~pathogens~~its onSave ~~fresh~~Foods ~~produce~~operations ~~with~~as ~~the~~held ~~goal of making them safer~~ for ~~human~~sale ~~consumption~~ and ~~extending~~discontinued ~~their shelf life by reducing their decay~~operations. Accordingly, ~~One of~~ the ~~main~~results ~~advantages~~ of ~~our~~these ~~products~~operations isare ~~that~~presented ~~our~~separately ~~ingredients~~in ~~do not leave any toxicological residues on~~ the ~~fresh~~consolidated ~~produce~~financial westatements ~~treat.~~and Byare ~~forming~~not aincluded ~~temporary protective shield around~~ in the ~~fresh~~discussion ~~produce~~of wecontinuing ~~treat, our~~operations ~~solutions make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination~~below.

NTWO OFF was incorporated in August 2023 under the name Nitrousink Ltd, to offer a solution to mitigate N2O (nitrous oxide) emissions and to promote agricultural practices that are both environmentally friendly and economically viable. As described below, on April 9, 2025, we sold all of our shares in NTWO OFF to Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), for 15,000 new Israeli shekels.

We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.

Additionally, we currently own approximately 25% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.

Our principal executive offices are located at HaPardes 134 (Meshek Sander), Neve Yarak, Israel, 4994500 and our telephone number is (347) 468-9583. Our website address is www.n2off.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus and is intended for informational purposes only.

Our common stock is listed on the Nasdaq Capital Market under the symbol “NITO”.

As a result of these changes, the Company’s consolidated financial statements for the periods presented have been reclassified to conform to the current presentation, and therefore may not be directly comparable to prior periods. Unless otherwise indicated, the discussion below relates to the Company’s continuing operations.

On January 13, 2026, we entered into a Securities Exchange Agreement, or the SF Agreement, with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada, or Voice Assist, and, for certain limited purposes set forth therein, Save Foods. On January 13, 2026, we also entered into a Services Agreement with Voice Assist, or the Services Agreement, pursuant to which we will provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time for consideration consisting of deferred cash from future Voice Assist financings (subject to a $1,000,000 cap), royalty consideration on “New Future Projects” (as defined in the Services Agreement) over specified periods, and a share of any “Ecolab Gross Proceeds” (as defined in the Services Agreement) related to the Ecolab Claim, and the Services Agreement includes successor obligations with respect to royalty consideration and a term through calendar year 2026 with the Company’s extension rights until consideration is fully received. On March 15, 2026, we closed the SF Agreement, or the SF Closing. At the SF Closing, we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods, free and clear of any encumbrances and Voice Assist delivered to us number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock.

We currently own 19.99% of Voice Assist.

Additionally, we currently own approximately 8.3% of Plantify Foods Inc., or Plantify, a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Piece of Bean Ltd., or Piece of Bean, which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.

Recent Developments

~~Purchase~~June ~~Agreement~~2026 Offerings

On ~~May~~June 12, ~~2025~~2026, we entered into a securities purchase agreement, (or the “First Purchase Agreement”), with ~~the~~certain ~~Selling~~investors ~~Stockholder~~ pursuant to which ~~the~~we ~~Selling~~sold ~~Stockholder~~and ~~committed~~issued toin ~~advance~~a ~~the~~registered ~~Company~~direct ~~the~~offering an aggregate ~~principal amount~~ of $3311,~~000,000,~~876 of ~~which (i) up to $1,500,000 will be made available within 60 days following~~ the ~~date~~Company’s ofshares ~~the filing~~ of ~~the~~common ~~registration~~stock. ~~statement~~In ~~of which this prospectus forms~~ a concurrent ~~part~~private placement, ~~with~~we ~~the~~also ~~Securities~~issued ~~and~~to ~~Exchange Commission (~~the ~~“SEC”)~~same ~~registering~~investors ~~the~~an ~~resale~~aggregate of ~~the~~311,876 ~~shares~~First ~~issuable~~PIPE ~~pursuant~~Warrants to ~~the Standby~~purchase ~~Equity~~up ~~Purchase~~to ~~Agreement~~311,876 ~~dated as~~ shares of ~~December 22, 2023 (~~the ~~“SEPA”) between the~~ Company’s ~~and~~common ~~the~~stock. ~~Selling~~The ~~Stockholder (the “~~First ~~Closing”),~~PIPE ~~and~~Warrants ~~(ii)~~are upexercisable toupon ~~$1,500,000~~issuance ~~will~~at bean ~~made~~exercise ~~available~~price ~~within~~of 60$4.008 ~~days~~per ~~following the date that said registration~~share, ~~statement~~subject isto ~~declared~~adjustment ~~effective~~as byset ~~the~~forth ~~SEC (the “Second Closing~~therein,” and ~~together~~have ~~with the First Closing, each,~~ a ~~“Closing”), provided~~5-year ~~that~~term ~~the~~from ~~Second Closing must take place within 180 days of~~ the ~~First~~issuance ~~Closing~~date. AAggregate ~~balance~~gross ofproceeds ~~$16,865,255~~to ~~remains~~the ~~available~~Company ~~under~~in ~~the~~respect ~~SEPA, however, all~~ of ~~the~~this ~~shares~~offering ~~previously~~were ~~registered~~approximately ~~under~~$1.25 amillion, ~~registration~~before ~~statement~~deducting ~~which~~offering ~~was~~expenses ~~declared~~payable ~~effective~~ by the ~~SEC on February 6, 2024 (Registration Statement No~~Company. ~~333-276474)~~This ~~have~~offering ~~been~~closed on ~~sold.~~June ~~In order to continue to access the SEPA~~15, ~~the Company needs to register additional shares to be offered and sold to the Selling Stockholder pursuant to the terms of the SEPA~~2026.

~~Pursuant~~On toJune ~~the~~22, ~~terms~~2026, ofwe entered into a securities purchase agreement, or the Second Purchase Agreement, ~~among~~and ~~other~~together ~~things~~with the First Purchase Agreement, the ~~Company~~Purchase ~~will~~Agreements, ~~not~~with ~~incur~~certain ~~any~~investors ~~additional~~pursuant ~~debt~~to ~~other~~which ~~than~~we assold ~~permitted~~and byissued in a registered direct offering an aggregate ~~the~~of ~~Purchase~~410,998 ~~Agreement~~of ~~and~~the ~~will~~Company’s ~~not~~shares ~~issue~~of ~~any~~common ~~securities~~stock. ~~with~~In a ~~conversion~~concurrent ~~price~~private ~~that~~placement, iswe ~~based~~also onissued to the ~~price~~same investors an aggregate of ~~the~~410,998 Second PIPE Warrants to purchase up to 410,998 shares of the Company,’s common stock. The Second PIPE Warrants ~~including~~are ~~any~~exercisable ~~reset~~upon ~~provisions~~issuance orat ~~any~~an ~~equity~~exercise ~~line~~price of ~~credit~~$7.056 orper ~~similar~~share, ~~arrangements.~~subject ~~The~~to ~~Company~~adjustment isas ~~further~~set ~~prohibited~~forth ~~from~~therein, ~~selling~~and ~~securities~~have a 5-year atterm anfrom ~~implied~~the ~~discount~~issuance date. Aggregate gross proceeds to the ~~market~~Company ~~price~~ in ~~excess~~respect of ~~30%.~~this ~~Any~~offering ~~equity~~were ~~financing~~approximately ~~permitted~~$2.9 bymillion, ~~the~~before deducting ~~Selling~~offering ~~Stockholder~~expenses ~~will~~payable ~~be used~~ by the Company. toThis ~~repay~~offering ~~the~~closed ~~Notes~~on June 23, 2026.

The ~~promissory~~PIPE ~~notes~~Warrants ~~(the~~may ~~“Notes”) to~~ be ~~issued~~exercised aton ~~each~~a ~~Closing~~cashless ~~will~~basis beif ~~issued~~there atis ano ~~purchase~~effective ~~price~~registration ~~equal~~statement toregistering ~~100%~~the shares of ~~the~~common ~~amount~~stock ~~advanced~~underlying to the ~~Company,~~PIPE ~~bear interest at 8% per annum and mature 12 months from issuance~~Warrants. ~~Sixty~~A ~~days~~holder ~~after the issuance~~ of ~~each Note,~~ the ~~Company~~PIPE Warrants will ~~pay~~not have the ~~Selling~~right ~~Stockholder~~to inexercise ~~ten~~any ~~equal~~portion ~~monthly installments $150,000~~ of ~~principal~~its ~~and~~PIPE ~~accrued~~Warrants ~~and~~if ~~unpaid interest~~the ~~thereon.~~holder ~~Such~~(together ~~monthly~~with ~~installments~~such ~~may~~holder’s ~~be made~~affiliates, atand ~~the~~any ~~option~~persons ofacting ~~the~~as ~~Company,~~a ingroup ~~cash~~together orwith bysuch ~~submitting~~holder anor ~~advance~~any ~~notice~~of ~~pursuant~~such toholder’s ~~the~~affiliates ~~SEPA,~~ or any ~~combination~~other ~~thereof.~~persons ~~The~~whose ~~Note~~beneficial ~~provides~~ownership ~~for typical events~~ of ~~default,~~shares ~~including the failure~~ of ~~the~~common ~~Company~~stock towould ~~remain on~~be ~~The~~aggregated ~~Nasdaq~~with ~~Capital~~the ~~Market~~holder’s ~~LLC~~ or ~~file~~any of ~~with~~ the ~~SEC~~holder’s ~~any~~affiliates), ~~periodic~~would ~~report;~~beneficially ~~upon~~own anshares ~~event~~ of ~~default~~common ~~interest~~stock ~~accrues~~in atexcess ~~the rate~~ of 184.99% ~~per~~ ~~annum.~~of ~~The Company has~~ the ~~right~~number toof ~~prepay~~shares ~~all or a portion~~ of ~~the~~common stock outstanding ~~principal~~immediately ~~and~~after ~~accrued~~giving ~~interest~~effect ~~thereon~~to bysuch ~~paying a prepayment premium of 5% of the principal amount of each prepayment~~exercise.

The Company paid the Selling Stockholder a structuring fee of $15,000 and issued 675,675 Commitment Shares to the Selling Stockholder which represents $300,000 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Purchase Agreement.

Amendment to Purchase Agreement

On July 25, 2025 the Company and the Selling Stockholder entered into an amendment to the Purchase Agreement (the “Purchase Agreement Amendment”) pursuant to which the Selling Stockholder committed to advance the Company the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date the prospectus of which this registration statement has been filed with the SEC, and (ii) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date that this registration statement is declared effective, subject to the satisfaction of the conditions set forth in the Purchase Agreement. The Purchase Agreement Amendment also provided for the issuance of an additional 574,325 shares of its common stock (or pre-funded warrants for the same number of shares) (the “Additional Commitment Shares”) as well as an extended payment term to the Notes to be issued under the Purchase Agreement.

NTWO OFF Sale

On April 9, 2025, we entered into a share purchase agreement (the “NTWO Agreement”), with Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF, our former 60% owned subsidiary, pursuant to which we sold 4,200,000 ordinary shares, representing all of our share ownership in NTWO OFF, to Yaaran for NIS 15,000 (approximately $4,000). The NTWO Agreement also provided that all obligations under the Stock Exchange Agreement, dated July 11, 2023, between us, Yaaran and NTWO OFF, as amended on July 24, 2023 and August 13, 2023, are null and void and of no further force and effect. Upon the consummation of NTWO Agreement, each of our representatives on the board of directors of NTWO OFF, David Palach and Udi Kalifi, resigned.

Transactions with MitoCareX

Securities Purchase and Exchange Agreement

As reported in its Current Report on Form 8-K filed with the SEC on February 26, 2025, the Company entered into a securities purchase and exchange agreement (the “MitoCareX Agreement”) with MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Alon Silberman (“Alon”) and Ciro Leonardo Pierri (“Ciro”, together with SciSparc and Alon, the “Sellers”, and together with the Company, the “Parties”) pursuant to which the Company will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX, thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.

On May 18, 2025, the Parties amended the MitoCareX Agreement to extend the exclusivity period provided for therein by an additional ninety days, such that either Party may terminate the MitoCareX Agreement in the event that the Closing Date (as defined therein) has not occurred within 180 days of the date of the MitoCareX Agreement. All other terms remain in full force and effect. The MitoCareX Agreement was further amended on July 23, 2025 to provide, among other provisions, that either party can terminate said agreement if the Closing Date does not occur within 270 days of the date of the MitoCareX Agreement.

~~Third~~The ~~Loan~~Purchase ~~Agreement~~Agreements also contain representations, warranties, indemnification and other provisions customary for transactions of this nature.

OnFacility ~~May 22, 2025, the Company entered into a third loan agreement (the “Third Loan~~ Agreement”) with MitoCareX, and L.I.A. Pure Capital Ltd., an Israeli company (“Pure Capital”) pursuant to which the Company agreed to loan $250,000 (the “Principal”) to MitoCareX with interest accruing at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation until the maturity date plus 3%, as may be adjusted from time to time ( the “Loan”). The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. In the event of a transaction whereby MitoCareX becomes a subsidiary of the Company, any amount outstanding under the Loan will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the foregoing transaction. Pure Capital has agreed to guarantee the repayment of the Loan to MitoCareX. The purpose of the Third Loan Agreement is to assist MitoCareX with financing its ongoing costs and obligations until closing of the MitoCareX Agreement has occurred.

~~Amendments~~On October 1, 2024, we entered into the Facility Agreement with Pure Capital, as amended and restated on May 27, 2026, providing for financing of up to ~~Loan~~EUR ~~Agreements~~10,000,000, or the Credit Facility. Under the Facility Agreement, the funds may be used to finance our operations and potential transactions, including acquisitions, in each case subject to the terms of the Facility Agreement and the prior approval of Pure Capital.

~~The~~Interest ~~Company~~under ~~previously~~the ~~entered~~Credit ~~into~~Facility ~~two~~accrues ~~loan~~at ~~agreements~~a ~~with~~rate ~~MitoCareX~~of on7% ~~December~~per ~~22,~~annum ~~2024,~~ and onis ~~March~~payable ~~12,~~in ~~2025~~advance ~~(the~~by ~~“First Loan~~us ~~Agreement”~~ and ~~the~~deducted ~~“Second~~from ~~Loan Agreement”, respectively) pursuant to~~ each ofdrawdown ~~which,~~for ~~the Company provided~~ a ~~loan~~ ~~of $250,000 to MitoCareX under substantially the same terms as the Third Loan Agreement. On May 22, 2025, the Company,~~period ~~MitoCareX, and Pure Capital entered amended the First Loan Agreement and to the Second Loan Agreement to extend the term~~ of ~~each loan~~24 ~~by 180 days~~months. ~~Accordingly, the first loan is due December 21, 2025; the second loan March 11, 2026; and the third loan is due November 21, 2026.~~

~~Upcoming~~The ~~Stockholder~~Credit ~~Meeting~~Facility will terminate on the earlier of (i) the full utilization of the EUR 10,000,000 commitment and (ii) the date that is five years from the date of the Facility Agreement, or the Drawdown Period. During the Drawdown Period, we are required to repay amounts borrowed under the Credit Facility from proceeds derived from pre-approved projects or from 33% of the proceeds of other financing transactions. Thereafter, any outstanding amounts may be repaid from any other sources.

~~The~~In ~~Company~~addition, ~~will~~pursuant beto ~~having~~the aFacility ~~special~~Agreement, ~~meeting~~we ofissued ~~the~~to ~~stockholders~~Pure onCapital ~~September~~a 25warrant, ~~2025~~or the Facility Warrant, with a five-year term to purchase up to 1,850,000 ~~among~~shares ~~other~~of ~~agenda~~our ~~items~~common stock, ~~approve~~or the ~~acquisition~~ Facility Warrant Shares, at an exercise price of ~~MitoCareX~~$1.00 ~~The~~per ~~results~~share, ofexercisable upon ~~the~~issuance. ~~meeting~~The ~~will~~Facility Warrant may not be ~~available~~exercised by Pure Capital to the extent that such exercise would result in Pure Capital beneficially owning more than 4.99% of our outstanding common stock. In accordance with Nasdaq Listing Rule 5635(d), our stockholders approved inthe aissuance ~~Current~~of ~~Report~~the Facility Warrant on ~~Form~~September ~~8-K~~25, 2025 and the amendment on April 30, 2026. The exercise price and the number of Facility Warrant Shares issuable upon exercise are subject to beadjustments ~~filed~~upon ~~within~~the ~~four~~issuance of common stock, issuance of options, ~~business~~issuance ~~days~~of ~~after~~convertible securities and stock combination events, as detailed in the ~~meeting~~Facility Warrant.

~~The~~On ~~audited~~May ~~financial~~27, ~~statements~~2026, ofwe ~~MitoCareX~~entered ~~for~~into ~~the~~an ~~year~~amended ~~ended~~and ~~December~~restated ~~31,~~facility ~~2025,~~agreement aswith ~~well~~Pure asCapital, ~~unaudited~~which, ~~pro~~among ~~forma~~other ~~condensed~~things: ~~combined~~(i) ~~financial~~increased ~~statements~~the astotal ifamount available under the ~~acquisition~~Credit ~~would~~Facility ~~have~~from ~~been~~EUR ~~consummated~~6,000,000 onto ~~March~~EUR 3110, ~~2025~~000,000; ~~are~~(ii) ~~included~~amended incertain ~~the~~provisions ~~definitive~~relating ~~proxy~~to the ~~statement~~anti-dilution ~~that~~adjustment ~~we filed~~mechanism ~~with~~of the ~~SEC~~Facility onWarrant; ~~August~~and 5,(iii) ~~2025.~~provides ~~The~~that ~~link~~the facility may be used to ~~the~~finance ~~Company’s~~our ~~proxy~~operations and ~~statement~~potential ~~is:~~transactions, ~~https://www~~including acquisitions.~~sec.gov/Archives/edgar/data/1789192/000164117225022235/0001641172-25-022235-index.htm~~

~~Emerging~~Corporate ~~Growth Company~~Information

WeOur ~~are~~principal anexecutive ~~“emerging~~offices ~~growth~~are ~~company,”~~located asat ~~defined~~Pinhas inSapir ~~the JOBS Act~~St. We3, ~~will~~Kiryat ~~remain~~HaMada, anNess ~~emerging~~Ziona ~~growth company until the earlier of (i) December 31~~7403626, ~~2026,~~Israel ~~the~~and ~~last day of the fiscal year following the fifth anniversary of the date of the first sale of~~ our ~~common stock~~telephone ~~pursuant~~number ~~to an effective registration statement under the Securities Act;~~ is (ii347) ~~the~~468-9583. ~~last~~Our ~~day~~website ofaddress ~~the~~is ~~fiscal year in which we have total annual gross revenues of $1~~www.~~235~~nexentistech.com. ~~billion~~This orwebsite ~~more;~~address ~~(iii)~~is ~~the~~included ~~date on which we have issued more than $1 billion~~ in ~~nonconvertible debt~~this ~~during~~prospectus the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but cannot retain our emerging growth company status indefinitely and will no longer qualify as an ~~emerging growth company on or before December 31, 2026. References herein to “emerging~~inactive ~~growth~~textual ~~company”~~reference ~~have the meaning associated with it in the JOBS Act~~only. ~~For~~The soinformation ~~long as we remain an emerging growth company, we are permitted~~ and ~~intend~~other tocontent ~~rely~~appearing on ~~exemptions~~our ~~from~~website ~~specified disclosure requirements that~~ are ~~applicable to other public companies that are~~ not ~~emerging~~part ~~growth~~of ~~companies~~this prospectus.

These exemptions include:

● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; ● not being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; ● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; ● reduced disclosure obligations regarding executive compensation; and ● not being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced disclosure obligations available to us as a result of that classification. We have taken advantage of certain of those reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public reporting companies.

To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

~~THE~~The ~~OFFERING~~Offering

Common stock outstanding prior to this offering*		33,356,412 shares of common stock.
Shares of Common Stock Outstanding Prior to this Offering		1,453,333 shares of common stock (as of July 10, 2026).
Common stock to be offered by the Selling Stockholders		Up to 70,369,898 shares of common stock, consisting of (i) 675,675 shares that we issued to the Selling Stockholder as a commitment fee for entering into the Purchase Agreement (the “Commitment Shares”), (ii) 574,325 shares issuable upon a pre-funded warrant that we issued to the Selling Stockholder as an additional commitment fee for entering into the Purchase Agreement Amendment (the “Additional Commitment Shares”) and (iii) 69,119,898 shares that we may sell to the Selling Stockholder pursuant to the SEPA from time to time after the registration statement of which this prospectus forms a part is declared effective.
Shares of Common Stock Offered by the Selling Stockholders		2,572,874 shares of common stock consisting of (i) 311,876 shares of common stock issuable upon the exercise of the First PIPE Warrants; (ii) 410,998 shares of common stock issuable upon the exercise of the Second PIPE Warrants; and (iii) 1,850,000 shares of common stock issuable upon the exercise of the Facility Warrant.
Shares of common stock to be outstanding after this offering (assuming all shares offered have been issued and sold)		100,726,310 shares of common stock.
Shares of Common Stock Outstanding Immediately After this Offering		4,026,207 shares of common stock, assuming the exercise in full of the PIPE Warrants and the Facility Warrant.
Use of Proceeds		We will not receive any proceeds from the sale of the common stock by the Selling Stockholder. We may receive up to $16,865,255 in gross proceeds from any sales we make to the Selling Stockholder pursuant to the SEPA from time to time for up thirty-six months from the date of the SEPA after the registration statement of which this prospectus forms a part is declared effective. Any net proceeds from the Selling Stockholder that we receive under the SEPA will be used to make any payments due under any outstanding promissory notes issued to the Selling Stockholder, and for general corporate purposes and working capital.
Use of proceeds		We are not selling any shares of our common stock being offered by this prospectus and will not receive any of the proceeds from the sale of such shares by the selling stockholders. However, we may receive up to $6.0 million of proceeds from any exercise of warrants if the selling stockholders do not exercise the warrants on a cashless basis, if and when exercised. See “Use of Proceeds.”
Risk Factors		Investing in our securities involves significant risks. See “Risk Factors” of this prospectus for a discussion of factors you should carefully consider before deciding whether to invest in our securities.
Risk factors		Investing in our Securities involves a high degree of risk. You should read the “Risk Factors” section starting on page 7 of this prospectus for a discussion of risks related to the Offering and information incorporated by reference herein.
Nasdaq symbol		Our common stock is listed on the Nasdaq under the symbol “NITO”.
Nasdaq Capital Market symbol		“NXTS”.

* The above ~~number~~discussion ofand ~~shares~~table ofare ~~common stock to be outstanding immediately after this offering is~~ based on 331,~~356~~453,~~412~~333 shares of our common stock outstanding as of ~~August~~July 510, ~~2025.~~2026 and excludes:

	●	43 shares of common stock issuable upon exercise of outstanding options under our 2018 Equity Incentive Plan and 2022 Share Incentive Plan at a weighted exercise price of $5,829;

	●	123,651 shares of common stock reserved for potential future issuance pursuant to our 2018 Equity Incentive Plan and 2022 Share Incentive Plan, combined;

	●	2,584,476 shares of common stock issuable upon the exercise of warrants outstanding at a weighted exercise price of $2.60 per share, subject to adjustment as set forth in each such warrant;

	●	4,999 shares of common stock issuable upon the exercise of pre-funded warrants, outstanding at a weighted exercise price of $0.001 per share; and

	●	139,520 shares of common stock issuable upon achievement of certain milestones pursuant to the Securities Purchase and Exchange Agreement, as amended on May 18, 2025 and July 23, 2025, with MitoCareX, SciSparc Ltd., or the MitoCareX Agreement.

Unless otherwise indicated, all information contained in this prospectus assumes or gives effect to:

	●	no exercise of the options or warrants described above; and

	●	the 1-for-7 reverse stock split that we effected on April 8, 2026.

~~Summary~~SELECTED ~~Risk~~CONSOLIDATED ~~Factors~~FINANCIAL DATA

~~Our~~The ~~business~~following istable ~~subject~~summarizes toour ~~numerous~~consolidated ~~risks~~financial data. The summary consolidated statements of comprehensive loss for the years ended December 31, 2025 and ~~uncertainties~~December 31, ~~any~~2024 ~~one~~have ofbeen derived from our audited consolidated financial statements for the fiscal years ended December 31, 2025 and December 31, 2024 and related notes, which ~~could~~are ~~have~~incorporated by reference into this prospectus. Effective April 8, 2026, we effected a ~~materially~~1-for-7 ~~adverse~~reverse ~~effect~~stock onsplit. ~~our~~All shares and per-share numbers in the selected consolidated financial data have been retroactively restated to reflect this 1-for-7 reverse stock split. Our historical results are not necessarily indicative of ~~operations,~~the ~~financial~~results ~~condition~~that ormay ~~business~~be expected for any period in the future. ~~These~~You ~~risks~~should ~~include~~read the following summary of consolidated financial data together with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements for the fiscal years ended December 31, ~~but~~2025 ~~are~~and ~~not~~December ~~limited~~31, to2024, ~~those~~together ~~listed~~with ~~below~~related notes, which are incorporated by reference into this prospectus. See the section “Incorporation of Certain Documents by Reference”.

●CONSOLIDATED STATEMENTS WeOF ~~have~~COMPREHENSIVE a history of operating losses and expect to incur additional losses in the future. ● We may need to raise significant additional capital, which we may be unable to obtain. ● We may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current business activities and adversely affect our results of operations or future growth. ● We may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth. ● Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan. ● Our customers require that our products undergo a lengthy testing period without any assurance of sales. ● Our products and technology require additional trials. ● The commercial success of our new generation products, as well as any future products, depend upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries. ● We may face significant competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment of fruits and vegetables, and other edible matter. ● Our success is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables. ● We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products. ● We currently rely on a limited number of suppliers to produce certain key components of our products. ● If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products. ● We rely on rapidly establishing a global distributorship network in order to effectively market our products. ● The results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals. ● Our products are highly regulated by governmental agencies in the countries where we conduct business and in countries in which we plan to expand. Our failure to obtain regulatory approvals and registration, to comply with registration and regulatory requirements or to maintain regulatory approvals would have an adverse impact on our ability to market and sell our products. ● Our success is dependent upon our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, Brazil and Israel, which might take longer than expected. ● The inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities. ● Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results. ● Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operations. ● Increased attention to environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our business or that of our manufacturers. ● Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations. ● We are subject to risks relating to portfolio concentration. ● Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations. ● International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States, Mexico or Israel. ● Our business depends to some extent on international transactions. ● If we are unable to secure and maintain patent or other intellectual property protection for our products, our ability to compete may be harmed.LOSS

(U.S. dollars except share and per share data)

	Year ended
	December 31
	2025			2024
Operating expenses:
Research and development expenses		(179,000	)		-
General and administrative expenses, exclusive of depreciation and amortization		(5,109,000	)		(3,283,000	)
Change in fair value of contingent consideration		1,136,000			-
Depreciation and amortization		(78,000	)		-
Operating loss		(4,230,000	)		(3,283,000	)
Financing expenses, net		(1,545,000	)		(252,000	)
Other income		1,811,000			428,000
Changes in fair value of investments measured under the fair value option		351,000			(1,212,000	)
Net loss before tax		(3,613,000	)		(4,319,000	)
Income taxes		18,000			-
Net loss from continuing operation		(3,595,000	)		(4,319,000	)
Net loss from discontinued operations		(561,000	)		(1,028,000	)
Net loss		(4,156,000	)		(5,347,000	)
Less: net loss attributable to non-controlling interests		152,000			154,000
Net loss attributable to the Company’s stockholders’ equity		(4,004,000	)		(5,193,000	)

Loss per share from continuing operations (basic) (*)		(21.25	)		(154.49	)
Loss per share from discontinued operations (basic) (*)		(3.46	)		(38.11	)
Total loss per share (basic)		(24.71	)		(192.60	)

Weighted average number of shares of Common Stock outstanding - basic (*)		162,060			26,959

Loss per share from continuing operations (diluted) (*)		(56.69	)		(154.49	)
Loss per share from discontinued operations (diluted) (*)		(3.46	)		(38.11	)
Total loss per share (diluted)		(60.15	)		(192.60	)

Weighted average number of shares of Common Stock outstanding – diluted (*)		184,279			26,959
Comprehensive income (loss):
Net loss		(4,156,000	)		(5,347,000	)
Other comprehensive loss - Foreign currency translation adjustments		(17,000	)		-
Comprehensive income (loss)		(4,173,000	)		(5,347,000	)
Other comprehensive income (loss) attributable to non-controlling interests		157,000			154,000
Comprehensive loss attributable to the Company’s stockholders		(4,016,000	)		(5,193,000	)

(*)	Adjusted to reflect one (1) for seven (7) reverse stock split in April 2026.

● If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete may be harmed. ● We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management’s attention, require us to pay damages and force us to discontinue selling our products. ● We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property. ● We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products or services. ● If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation in our industry. ● Regulatory reforms may adversely affect our ability to sell our products profitably. ● Regulatory and compliance changes may adversely impact Solterra’s operations and our joint venture value. ● Permitting and licensing delays may impact Solterra’s project timelines and our joint venture value. ● Fluctuations in electricity tariffs may impact Solterra’s revenue and our joint venture value. ● Supply chain and contractor disruptions may delay Solterra’s projects and affect our joint venture value. ● Equipment malfunctions and downtime may impact Solterra’s operations and our joint venture value. ● Intense competition in the renewable energy sector may affect Solterra’s market share and our joint venture value. ● Joint venture and partnership risks may affect Solterra’s projects and our joint venture value. ● Safety and operational risks may impact Solterra’s business and our joint venture value. ● The evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or other financial harm to our business and financial condition. ● Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues. ● We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products. ● It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel. ● If we fail to comply with the Nasdaq listing requirements, we will be subject to potential delisting from the Nasdaq Capital Market. ● The market price of our common stock may be highly volatile. ● Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall. ● We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders. ● Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock. ● We may be subject to securities litigation, which is expensive and could divert management attention. ● If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline. ● We do not anticipate paying any cash dividends in the foreseeable future. ● Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations. ● Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences. ● We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements. ● We face risks related to compliance with corporate governance laws and financial reporting standards. ● The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business. ● If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations. ● Sales of substantial amounts of our common stock by the Selling Stockholder, or the perception that these sales could occur, could result in dilution of our stockholders and adversely affect the price of our common stock. ● Sales of substantial amounts of our common stock by the Selling Stockholder, or the perception that these sales could occur, could result in dilution of our stockholders and adversely affect the price of our common stock. ● It is not possible to predict the actual number of shares we will sell under the SEPA or the actual gross proceeds resulting from those sales. ● Investors who buy shares at different times will likely pay different prices.

RISK FACTORS

AnInvesting ~~investment~~ in our securities involves a high degree of risk. ~~Before~~You ~~making~~should ancarefully ~~investment~~consider ~~decision,~~the ~~you~~risks ~~should~~and ~~carefully~~uncertainties ~~consider~~described ~~these~~below together ~~risks~~with asall ~~well~~of asthe other information wecontained ~~include~~in orthis ~~incorporate~~prospectus, byincluding our financial statements and related notes incorporated by reference herein before deciding to invest in ~~this~~our ~~prospectus~~securities. ~~Our~~If any of the events or developments described below were to occur, our business, ~~financial~~prospects, ~~condition~~operating results and ~~results of~~financial ~~operations~~condition could besuffer materially, the trading price of our shares of common stock could decline, and ~~adversely~~you ~~affected~~could bylose ~~any~~all or ~~all~~part of ~~these~~your investment. The risks orand byuncertainties ~~additional~~described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently ~~deem~~believe ~~immaterial~~to ~~that~~be immaterial may also adversely affect our ~~us in the future~~business.

Risks Related to ~~Our~~the ~~Financial Condition and Capital Requirements~~Offering

WeThe ~~have~~sale of a ~~history~~substantial amount of ~~operating~~shares ~~losses~~of ~~and~~our ~~expect~~common tostock, ~~incur~~including ~~additional~~resale ~~losses~~of the held by the selling stockholders in the ~~future~~public market, could adversely affect the prevailing market price of shares of our common stock.

We ~~have~~are ~~sustained~~registering ~~losses~~for inresale ~~recent years~~2, ~~which as of December 31~~572,874 ~~2024,~~shares ~~accumulated to $34,553,000 and as~~ of ~~March~~our ~~31,~~common ~~2025 was $35,746,000~~stock. WeSales ~~are~~of ~~likely~~substantial toamounts ~~continue~~of toshares ~~incur~~of ~~significant~~our ~~net~~shares ~~losses~~of ~~for~~our atcommon ~~least~~stock in the ~~next~~public ~~several years as we continue to pursue our strategy~~market, ~~which~~or isthe ~~currently~~perception ~~focused~~that onsuch ~~converting~~sales ~~pilots~~might ~~into~~occur, ~~paying~~could ~~customers,~~adversely ~~following~~affect ~~lengthy~~the ~~sale~~market ~~cycles~~price of atshares ~~least~~of ~~two seasons.~~our ~~Our losses have had~~common stock, and ~~will~~the ~~continue~~market tovalue ~~have,~~of ~~an adverse effect on~~ our ~~stockholders’~~other ~~equity and working capital~~securities. ~~Any~~ ~~failure~~We tocannot ~~achieve~~predict if and ~~maintain~~when ~~profitability~~the ~~would~~selling ~~continue~~stockholder tomay ~~have~~sell ansuch ~~adverse~~shares ~~effect~~in onthe public ~~our~~markets. ~~stockholders’~~Furthermore, ~~equity~~in ~~and working~~the ~~capital~~future, ~~and~~we ~~could~~may ~~result~~issue inadditional ashares ~~decline~~of in our ~~share~~common ~~price~~stock or ~~cause~~other usequity toor ~~cease~~debt ~~operations.~~securities Asconvertible into ~~discussed~~shares inof ~~Note~~our 1common tostock. ~~the financial~~Any ~~statements,~~such asissuance acould result ofin ~~these~~substantial ~~factors,~~dilution ~~there~~to isour ~~substantial~~existing ~~doubt~~stockholders ~~about~~and could cause our ~~ability~~share price to ~~continue as a going concern~~decline.

WeThe ~~may~~price ~~need~~of toour ~~raise~~ordinary ~~significant~~shares ~~additional capital, which we~~ may be ~~unable to obtain~~volatile.

~~Our~~The ~~capital~~market ~~requirements~~price inof ~~connection~~common ~~with~~stock ~~our~~has ~~research~~fluctuated ~~and~~in ~~development~~the ~~activities and transition to commercial operations have been significant~~past. We ~~will require additional funds to continue running pilots and testing our technologies and products~~Consequently, tothe ~~obtain~~current ~~intellectual~~market ~~property protection~~price ~~relating~~of to our ~~technologies,~~common ~~and~~stock tomay ~~market~~not ~~our products. There can~~ be ~~no assurance that financing will be available in amounts~~indicative orof onfuture ~~terms~~market ~~acceptable to us~~prices, ifand ~~at all. If~~ we ~~are not able to procure adequate additional financing, we~~ may ~~not~~ be ~~able~~unable to ~~fully~~sustain ~~implement our~~or ~~growth~~increase ~~plans and we will be required to cease operations until such additional capital is raised. Any additional financings that we may require in~~ the ~~future~~value ~~will dilute the percentage ownership interests~~ of ~~our~~your ~~stockholders~~investment ~~and~~in ~~may adversely affect~~ our ~~earnings and~~common ~~net book value per share~~stock.

Future sales and issuances of shares of our common stock or other securities might result in significant dilution and could cause the price of shares of our common stock to decline.

To raise capital, we may sell shares of our common stock, convertible securities or other equity securities in one or more transactions, at prices and in a manner we determine from time to time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into shares of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Any sales of additional shares will dilute our stockholders.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could depress the market price of shares of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of shares of our common stock. In addition, the sale of substantial numbers of shares of our common stock could adversely impact their price.

Management will have broad discretion as to the use of the net proceeds from the Purchase Agreement.

Our management will have broad discretion in the allocation of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.

Because we do not currently intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the operation, development and growth of our business. Furthermore, any future debt agreements may also preclude us from paying or place restrictions on our ability to pay dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain with respect to your investment for the foreseeable future.

The exercise of our outstanding options and warrants will dilute stockholders and could decrease our stock price.

The exercise of our outstanding options and warrants may adversely affect our stock price due to sales of a large number of shares or the perception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of our securities, and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options and warrants, vesting of outstanding restricted stock units or any future issuance of additional shares of common stock or other equity securities, including but not limited to options, warrants, restricted stock units or other derivative securities convertible into our common stock, may result in significant dilution to our stockholders and may decrease our stock price.

Conditions in Israel and regional instability may adversely affect our operations.

All of our employees, including our management team, operate from locations in Israel. In addition, all of our directors are residents of Israel. Accordingly, military, political, and economic conditions in Israel may directly affect our business.

Israel has experienced, and may in the future experience, armed conflicts, terrorist activity, civil unrest, and political instability, which could disrupt our operations and supply chain. Such conditions may result in the call-up of our employees for military reserve duty for extended periods, reducing workforce availability. Armed conflict or terrorist activity may cause physical damage to our facilities or to public infrastructure, utilities, and telecommunications networks in Israel, and Israeli companies may face heightened cybersecurity threats during periods of regional tension. These disruptions could lead to increased operating costs, challenges to business continuity, risks to employee safety, and difficulties in delivering products and services in a timely manner. In addition, counterparties to our agreements may assert force majeure claims based on security conditions in Israel, which could affect our ability to meet contractual obligations or enforce the obligations of others.

Regional instability and armed conflict may have broader adverse effects on economic and financial conditions in Israel, including effects on credit markets, currency valuation, inflation, and labor markets. Prolonged conflicts have in the past required significant mobilization of military reservists, including personnel employed in the sector in which we operate, which may affect workforce availability across the industry. Such conditions may also result in credit rating changes for Israel, which could adversely affect access to capital and general business conditions.

Our commercial insurance does not cover losses resulting from war or terrorist attacks. While the Israeli government has in the past provided compensation for certain damages caused by such events, we cannot assure you that such government compensation programs will continue, or if continued, will be sufficient to compensate us fully for any losses incurred. As of the date of this report, the impact of regional security conditions on our results of operations and financial condition has not been material; however, such impact could increase and may become material if conditions deteriorate. Any significant losses or damages incurred by our Israeli operations as a result of armed conflict, terrorist activity, or related instability could have a material adverse effect on our business, financial condition, and results of operations.

~~Risks~~SPECIAL ~~Related~~NOTE toREGARDING ~~Our~~FORWARD-LOOKING ~~Business, Industry and Business Operations~~STATEMENTS

WeThis ~~may~~prospectus, ~~not~~including bethe ~~successful~~documents that we incorporate by reference, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements in this prospectus about our ~~efforts~~expectations, tobeliefs, ~~complete~~plans, objectives, assumptions or future events or performance are not historical facts and ~~integrate~~are ~~current~~forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and/ “would.” For example, statements concerning financial condition, possible or assumed future ~~acquisitions~~results of operations, ~~which~~growth ~~could~~opportunities, ~~disrupt~~industry ranking, plans and objectives of management, markets for our ~~current~~common ~~business~~stock and future management and organizational structure are all forward-looking statements. Forward-looking statements ~~activities~~are not guarantees of performance. They involve known and ~~adversely~~unknown ~~affect~~risks, ~~our~~uncertainties and assumptions that may cause actual results, levels of ~~operations~~activity, performance or ~~future~~achievements ~~growth~~to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

~~Any acquisition~~● ~~may~~our ~~involve~~efforts ~~many~~to ~~risks~~complete and integrate current and/or future acquisitions and joint ventures, ~~including~~which ~~the~~could ~~risks~~disrupt our current business activities and adversely affect our results of: operations or future growth;

● ~~diverting~~regulatory ~~management’s attention~~ and ~~other~~compliance ~~resources~~changes ~~from~~may ~~our~~adversely ~~ongoing~~impact ~~business~~Solterra’s ~~concerns;~~operations ~~● entering markets in which we have no prior experience; ● improperly evaluating new services, products~~ and ~~markets;~~our ●joint ~~being~~venture ~~unable to maintain uniform standards, controls, procedures and policies~~value; ● failing to comply with governmental requirements pertaining to acquisitions of local companies or assets by foreign entities; ● being unable to integrate new technologies or personnel; ● incurring the expenses of any undisclosed or potential liabilities; and ● the departure of key management and employees.

~~If we~~● ~~are~~joint ~~unable~~venture ~~to successfully complete the MitoCareX acquisition, or future acquisitions, our ability to grow our business or to operate our business effectively could be reduced,~~ and ~~our~~partnership ~~business,~~risks ~~financial~~may ~~condition~~affect ~~and~~Solterra’s ~~operating~~projects results could suffer. Even if we are successful in completing acquisitions, we cannot assure that we will be able to integrate the operations of the acquired business without encountering difficulty regarding different business strategies with respect to marketing and integration of personnel with disparate business backgrounds and corporate cultures. Further, in certain cases, mergers and acquisitions require special approvals, or are subject to scrutiny by the local authorities, and failing to comply with such requirements or to receive such approvals, may prevent or limit our ~~ability~~joint ~~to complete~~venture the acquisitions as well as expose us to legal proceedings prior or following the consummation of such acquisitions. In some cases, such proceedings, if initiated, may conclude in a requirement to divest portions of the acquired business.value;

~~We may~~● ~~not be successful in~~ our ~~efforts~~ability to ~~complete~~implement ~~and~~potential ~~integrate~~synergies ~~current~~between ~~and/or~~us ~~future joint ventures, which could disrupt our current business activities~~ and ~~adversely affect our results of operations or future growth.~~MitoCareX;

~~We may~~● ~~face~~operational ~~challenges in managing~~ and ~~integrating our PV joint venture with Solterra, as well as any future joint ventures, which could disrupt our current~~ business ~~activities~~opportunities ~~and~~available ~~adversely~~to ~~affect~~us ~~our~~following ~~results~~the acquisition of ~~operations or future growth. Engaging in joint ventures involves several risks, including:~~MitoCareX;

● ~~Diverting~~international ~~management’s~~expansion ~~attention~~of ~~and resources from~~ our ~~ongoing~~ business ~~concerns;~~exposes ●us ~~Entering~~to ~~markets in which we have limited or no prior experience; ● Improperly evaluating new services~~business, ~~products~~regulatory, ~~and markets; ● Being unable to maintain uniform standards~~political, ~~controls~~operational, ~~procedures,~~financial and ~~policies;~~economic ●risks ~~Failing~~associated ~~to comply~~ with ~~governmental~~doing ~~requirements~~business ~~related~~outside toof ~~joint~~the ~~ventures;~~United ●States ~~Being unable to integrate new technologies~~ or ~~personnel effectively~~Israel; ~~● Incurring expenses from undisclosed or potential liabilities; and ● The departure of key management and employees.~~

~~If we~~● ~~are~~the ~~unable~~evolution toof ~~successfully manage and integrate~~ our ~~joint ventures, our ability to grow our~~ business orstrategy ~~operate~~may ~~effectively~~not ~~could~~ be ~~compromised,~~successful ~~potentially impacting our business, financial condition,~~ and ~~operating results. Even if~~ we succeed in forming joint ventures, we cannot guarantee seamless integration of operations without encountering difficulties related to differing business strategies, marketing approaches, and integration of personnel with diverse backgrounds and corporate cultures. Additionally, joint ventures may require ~~special approvals~~additional ~~or be subject to scrutiny by local authorities~~financing, ~~and~~have ~~failing~~increased tooperational ~~comply~~costs ~~with such requirements~~ or ~~obtain~~experience ~~necessary~~other ~~approvals could~~financial ~~limit~~harm ~~our ability~~ to ~~complete~~our ~~joint~~business ~~ventures~~ and ~~expose~~financial ~~us to legal proceedings. In some cases, such proceedings may result in a requirement to divest portions of the joint venture.~~condition;

●

the effects of geopolitical events, including instability or the escalation of armed conflicts in the Middle East, including the security situation in Israel;

●

our ability to attract and retain sufficient, qualified personnel;

●

our ability to obtain or maintain patents or other appropriate protection for the intellectual property;

●

our ability to adequately support future growth;

●

potential product liability or intellectual property infringement claims;

●

portfolio concentration;

●

international expansion of our business and operations;

●

information with respect to any other plans and strategies for our business; and

●

other factors described in the documents incorporated by reference in this prospectus.

As more fully described under the heading “Risk Factors” and elsewhere in this prospectus and under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, many important factors affect our ability to achieve our stated objectives and to develop and commercialize any product candidates. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks and uncertainties set forth in our filings with the SEC. You should read this prospectus and any free writing prospectuses that we have authorized for use in this offering, and any information incorporated by reference herein with the understanding that our actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

~~Because~~USE ofOF ~~our limited operating history, we may not be able to successfully operate our business or execute our business plan.~~PROCEEDS

InThis ~~September~~prospectus ~~2018,~~relates we changed our organizational structure and management team. After reviewing our company then existing strategy and results of operation, as well as examining market opportunities, the new management team decided to ~~update~~ our ~~strategy,~~shares ~~reduce the marketing and sales~~ of ~~its~~common ~~existing~~stock ~~products,~~that ~~and~~may ~~focus~~be ~~our~~offered ~~efforts~~ and ~~financial~~sold ~~resources~~from ontime ~~developing its next generation of products. From 2019~~ to ~~2020,~~time weby ~~developed, validated and tested~~ the ~~efficacy~~selling ofstockholders. ~~our~~All ~~next generation product - a blend~~ of ~~food acids - on a variety of~~our ~~crops~~shares inoffered ~~both~~by ~~small- and large-scale commercial pilots. In~~ the ~~years~~selling ~~2021~~stockholders ~~through~~pursuant ~~2022, we commenced commercialization in various jurisdictions, while continuing~~ to ~~conduct~~this ~~commercial~~prospectus ~~pilots.~~will Inbe ~~2023,~~sold by the ~~Company~~selling ~~decided~~stockholders tofor ~~reduce~~their ~~Save~~own ~~Foods Ltd~~account.~~’s research and development~~ ~~activities~~We ~~and~~will ~~focus~~not onreceive ~~existing~~any ~~markets.~~of ~~In 2024,~~ the ~~Company~~proceeds ~~expanded~~from ~~its~~these ~~pilots in Peru and Brazil and made initial efforts to enter the Ethiopian market~~sales.

~~Given~~We ~~our~~may ~~limited~~receive ~~operating~~proceeds ~~history,~~from itthe isexercise ~~hard~~of the Warrants to ~~evaluate~~the ~~our~~extent ~~proposed~~that ~~business~~these ~~and~~warrants ~~prospects.~~are ~~Our~~exercised ~~proposed~~for ~~business~~cash ~~operations~~by ~~will~~the beselling ~~subject~~stockholders. toThe ~~numerous~~Warrants, ~~risks~~however, ~~uncertainties~~are exercisable on a cashless basis in the event a registration statement covering the resale of the shares underlying the Warrants is not available. If all of the Warrants described above were exercised for cash in full, ~~expenses~~the ~~and~~Company ~~difficulties~~would ~~associated~~receive ~~with~~aggregate gross ~~early-stage~~proceeds ~~enterprises~~of approximately $1.85 ~~Such~~million ~~risks~~from ~~include~~the Facility Warrant, ~~but~~$1.25 ~~are~~million ~~not~~from the First PIPE Warrants and $2.9 million ~~limited~~from tothe Second PIPE Warrants, for total proceeds of approximately $6.0 million. We intend to use the ~~following:~~net proceeds of such Warrant exercise, if any, for working capital and general corporate purposes.

● the absence of a lengthy operating history, in connection with implementation of effective logistics for the export of our product globally; ● insufficient capital to fully realize our operating plan; ● expected continual losses for the foreseeable future; ● operating in multiple currencies; ● our ability to anticipate and adapt to a developing market(s); ● acceptance of our products by pre- and post-harvest industry players and consumers; ● limited marketing experience; ● a competitive environment characterized by well-established and well-capitalized competitors; ● the ability to identify, attract and retain qualified personnel; and ● operating in an environment that is highly regulated.

Because we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable to address such risks in a cost-effective manner, if at all. If we are unable to successfully address these risks our business could be harmed.

Our customers require that our products undergo a lengthy testing period without any assurance of sales.

Our prospective customers generally test and evaluate our solutions before applying them to their commercial product lines or integrating them into their facilities. This testing period takes at least two seasons and could be longer or subject to delays. Even after our solutions are approved by the customers, due to seasonal effects, it could take several months before they begin purchasing our solutions, if at all. Nothing guarantees that following such pilots, the targeted packing house will choose to use our solutions on its products or continue the process further and complete the sale cycle. The combination of the longer sales cycle and the unique nature of our solutions that could have different results following seasonal changes could have an impact on our profitability and business. As a result, we could have limited revenues, or no revenues, from prospective customers, even after we have invested significant amounts of time in the pilot phase and sales of our solutions, which in turn could adversely affect our business and financial results.

~~Our~~ UNAUDITED ~~products~~PRO ~~and~~FORMA ~~technology~~CONDENSED ~~require~~COMBINED ~~additional~~FINANCIAL ~~trials.~~INFORMATION

~~The~~ On ~~efficacy~~February of25, ~~our~~2025 ~~products~~we ~~has~~entered ~~only~~into ~~been~~a ~~shown~~Securities inPurchase ~~the~~and ~~limited~~Exchange ~~number~~Agreement, ofor ~~pathogens~~the ~~tested~~MitoCareX Agreement, as amended on ~~certain~~May ~~produce~~18, 2025 and ~~climates~~July 23, ~~and~~2025, ~~therefore~~with MitoCareX, SciSparc Ltd., a public company incorporated under the laws of the State of Israel, or SciSparc, Dr. ~~our~~Alon ~~products~~Silberman, ~~have~~or ~~yet~~Alon, toand beProf. ~~proven~~Ciro ~~against~~Leonardo ~~certain~~Pierri, ~~additional~~or ~~pathogens~~Ciro, ~~produce~~and together with SciSparc and ~~market~~Alon, ~~climates~~the toSellers, ~~validate~~which MitoCareX Agreement contemplated the ~~efficacy~~Company’s ~~and~~acquisition ~~benefits~~from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX, or the Ordinary Shares, thereby resulting in MitoCareX becoming our ~~products~~wholly-owned subsidiary, or the Acquisition. On ~~These~~September ~~trials~~25, ~~are~~2025, ~~lengthy~~our stockholders convened a special meeting and ~~prolong~~approved, among other proposals, the Acquisition, including the issuance of such number of our ~~sale~~common ~~cycle~~stock byas atconsideration ~~least~~for ~~two~~the ~~seasons~~exchange of the Ordinary Shares, ~~and~~thereby nosatisfying ~~assurance~~a ~~can~~closing becondition in ~~made~~the ~~that~~MitoCareX ~~such~~Agreement. On October 20, 2025, upon the satisfaction of the remaining closing conditions in the MitoCareX Agreement, ~~packing~~the ~~facilities~~Acquisition ~~will~~closed. ~~chose~~At the closing, each of the Sellers transferred their Ordinary Shares to ~~implement~~us, ~~our~~thereby ~~solutions~~resulting in ~~their~~us ~~facilities~~holding 100% of the fully-diluted share capital of MitoCareX.

The ~~commercial~~unaudited ~~success~~pro forma condensed combined statement of ~~our~~operations ~~new~~has ~~generation~~been ~~products,~~prepared asfor ~~well~~informational aspurposes ~~any~~only ~~future~~and ~~products,~~is ~~depend~~not ~~upon~~necessarily indicative of what the ~~degree~~Company’s condensed results of ~~market~~operations ~~acceptance~~actually bywould have been had the acquisition been consummated ~~packing~~on ~~house~~January ~~community~~1, as2025. ~~well~~In asaddition, bythe ~~other~~unaudited ~~prospect~~pro ~~markets~~forma ~~and~~condensed ~~industries~~combined statement of operations does not purport to project the future operating results of the Company.

~~To achieve~~ ~~high volume sales and attain a leading market share and become the new standard of treatment, our products must not only be approved~~Unaudited byPro ~~the~~Forma ~~regulators,~~Condensed ~~but~~Combined ~~also~~Statement ~~endorsed by the major packing houses and service providers, retailers~~ of ~~fruits~~Operations and vegetables as well as environmental organizations. Our success depends on our ability to create significant value to the growers, the packing houses and the food retailers. We are aware of this key factor and are focusing on conducting large scale pilots with major fruits and vegetables packers and retail suppliers of fresh consumed goods in several countries to show the efficacy of the products and our technology, and to receive the recognition of packers and retailers. However, there can be no assurances that we will succeed in such an endeavor, nor is it clear how long it will take until we receive market recognition.

~~There can~~ ~~be no assurance that any product that we bring to the market will gain market acceptance by prospective customers. The commercial~~For ~~success of our new generation products and any future product depends in part on~~ the ~~packing~~nine ~~house~~months ~~community~~Ended asSeptember ~~well as other industries for various use cases~~30, ~~depending~~2025 on the acceptance by such industries of our technology as a useful and cost-effective solution compared to current solutions. If our new generation products or any future product do not achieve an adequate level of acceptance, we may not generate significant product revenue and may not become profitable. The degree of market acceptance of our products will depend on a number of factors, including:

● ~~the~~(U.S. dollars ~~results of our large-scale pilots; ● the cost, safety, efficacy, and convenience of our new generation products; ● the acceptance of our products as a superior solution~~ in ~~the~~thousands ~~fresh~~except ~~produce~~share ~~industry; ● the ability of third parties to enter into relationships with us without violating their existing agreements; ● the effectiveness of our selling~~ and ~~marketing~~per ~~efforts;~~share ●amounts) ~~the strength of marketing and distribution support for, and timing of market introduction of, competing products; and ● publicity concerning our products or competing products.~~

Our efforts to penetrate the packing house industry and educate the marketplace on the benefits of our products may require significant resources and may never be successful.

	Nexentis Technologies, Inc.			MitoCareX			Pro Forma Adjustments			Note	Pro Forma

Revenues from sales of products		68			-			-				68
Cost of sales		(19	)		-			(489	)	b, e		(508	)
Gross profit		49			-			(489	)			(440	)

Research and development expenses		(81	)		(709	)		-				(790	)
Selling and marketing expenses		(130	)		-			-				(130	)
General and administrative expenses		(4,617	)		(194	)		(277	)	c, e		(5,088	)
Operating loss		(4,779	)		(903	)		(766	)			(6,448	)
Financing expenses, net		(1,832	)		(24	)		34		a, e		(1,822	)
Other income, net		1,665			-			-				1,665
Changes in fair value of investments measured under the fair value option		(493	)		-			20		a		(473	)
Net loss from continuing operations		(5,439	)		(927	)		(712	)			(7,078	)
Gain from discontinued operations		44			-			-				44
Net loss before tax		(5,395	)		(927	)		(712	)			(7,034	)
Income taxes		-			-			71		d		71
Net loss		(5,395	)		(927	)		(641	)			(6,963	)
Less: Net loss attributable to non-controlling interests		122			-			-				122
Net loss attributable to the Company’s stockholders’ equity		(5,273	)		(927	)		(641	)			(6,841	)

Loss per share from continuing operations (basic) (*)		(53.82	)									(69.71	)
Loss per share from discontinued operations (basic) (*)		0.45										0.45
Total loss per share (basic) (*)		(53.37	)									(69.26	)
Weighted average number of shares of Common Stock outstanding- basic (*)		98,773										98,773

Loss per share from continuing operations (diluted) (*)		(99.16	)									(112.06	)
Loss per share from discontinued operations (diluted) (*)		0.37										0.37
Total loss per share (diluted) (*)		(98.79	)									(111.69	)
Weighted average number of shares of Common Stock outstanding – diluted (*)		121,591										121,591

We * ~~may~~The ~~face~~Company ~~significant~~effected ~~competition~~a ~~from~~1-for-7 ~~other~~reverse ~~companies~~stock ~~looking~~split toin ~~develop~~April or2026. ~~acquire~~Accordingly, ~~new~~all ~~alternative~~share ~~environmentally~~and ~~friendly~~per-share ~~solutions for~~amounts ~~the~~have ~~treatment~~been ofadjusted ~~fruits~~retrospectively to ~~and~~reflect ~~vegetables,~~the ~~and~~reverse ~~other~~stock ~~edible matter~~split.

We expect to face significant competition in every aspect of our business, and particularly from other companies that seek to enter our focal market. As regulators continue to move away from current residue chemical solutions, such as chlorpropham or CIPC, existing suppliers of these solutions are continually looking to develop or acquire new alternative environment-friendly solutions that can sustain their market share and revenue streams, or to enable the continuance of CIPC at current levels in new ways of treatment. Additionally, as market opportunity becomes eminent, competitors and new players will most likely attempt to develop similar or comparable solutions. It is possible that superior or more cost-effective alternative technology will emerge that will achieve greater market acceptance and render our products less competitive. Furthermore, existing vendors can cooperate to combat new players by reducing market prices and margins or other competitive initiatives. Our future success will therefore depend, to a large extent, upon our ability to achieve market acceptance of our innovative solutions as well as develop and introduce new products and enhancements to existing products. No assurance can be given that we will be able to compete in such a marketplace.

~~The market~~ ~~for post-harvest solutions is fragmented with various regional suppliers. The market of post-harvest treatments for fruits and~~NOTES ~~vegetables~~TO isUNAUDITED ~~dominated~~PRO byFORMA ~~five~~CONDENSED ~~large~~COMBINED ~~players~~FINANCIAL ~~with~~INFORMATION wide reach across the globe, which players may perceive us as a competitive threat and institute commercial measures to reduce our market share, including by aggressively ‘bundling’ their products and services to compete with us. We believe that the principal competitive factors in our industry include reputation, product quality, customer service and customer intimacy, product innovation, technical service, and value creation.

~~Our success~~1. isDescription ~~dependent~~of ~~upon~~Transaction ~~the~~and ~~acceptance~~Basis of ~~our environmentally friendly solutions for fruits and vegetables.~~Presentation

~~Our~~ On ~~future~~October ~~success~~20, is2025, ~~dependent~~the ~~upon~~Company completed the ~~acceptance~~acquisition of ~~our environmentally friendly~~MitoCareX, ~~non-toxic~~pursuant ~~residual~~to ~~solutions for fruits and vegetables. While~~ the ~~market~~Purchase isAgreement ~~signaling~~dated ~~that~~February ~~such a direction is likely~~25, ~~certain~~2025. ~~trends~~As a asresult ~~well~~of as the ~~future size of this market~~acquisition, ~~and~~MitoCareX ~~other~~became ~~potential markets for our products, rely upon~~ a ~~number~~wholly-owned ofsubsidiary ~~factors, many~~ of ~~which~~the ~~are beyond our control~~Company. ~~For~~The ~~example,~~acquisition ~~both~~and ~~the~~related ~~failure~~consideration ~~to convince~~are ~~retailers~~described toin ~~bear~~the ~~additional~~Company’s ~~costs~~previously ~~for~~filed ~~“green”~~Form ~~fruit~~8-K/A ~~and~~relating ~~vegetables~~to ~~as well as~~ the ~~failure to persuade consumers to purchase “green” fruits and vegetables for higher prices may adversely affect our business~~acquisition, ~~financial~~which ~~condition,~~is ~~operating~~incorporated ~~results and~~by ~~cash~~reference ~~flow going forward~~herein.

We In ~~may~~accordance bewith ~~unable~~Article to11-02 ~~respond~~of ~~effectively~~Regulation toS-X, ~~technological~~the ~~changes~~unaudited inpro ~~our~~forma ~~industry~~condensed combined statement of operations for the nine months ended September 30, ~~which~~2025 ~~could~~gives ~~reduce~~effect to the ~~demand~~acquisition ~~for~~of ~~our~~MitoCareX ~~products~~and related financing transactions as if they had been completed on January 1, 2025, the beginning of the earliest period presented.

~~Our future~~ ~~business success will depend upon our ability to maintain and enhance our technological capabilities and develop and market products,~~The ~~services~~unaudited ~~and~~pro ~~applications~~forma ~~that~~condensed ~~meet~~combined ~~changing~~statement ~~customer~~of ~~needs~~operations ~~and~~has ~~market~~been ~~conditions~~prepared inon a ~~cost-effective~~basis ~~and~~consistent ~~timely~~with ~~manner.~~the ~~Maintaining and~~pro ~~enhancing~~forma ~~technological~~financial ~~capabilities~~information previously ~~and~~included ~~developing~~in ~~new~~the ~~products~~Company’s ~~may~~Form ~~also~~8-K/A ~~require~~filed ~~significant investments~~ in ~~research~~connection ~~and~~with ~~development, which following financial cutbacks, we have shifted our focus to~~ the ~~commercialization~~acquisition of ~~our solutions with emphasis on converting recently completed pilots into paying customers. We may not be successful in converting our completed pilots into paying customers or to develop new products~~MitoCareX, ~~services~~updated ~~and technology that successfully compete or are able~~ to ~~anticipate~~reflect ~~changing~~the ~~customer needs and preferences, and~~nine-month ~~our~~period ~~customers~~ended ~~may~~September not accept one or more of our new products or services. If we fail to keep pace with evolving technological innovations or fail to modify our products and services in response to customers’ needs or preferences30, ~~then our business, financial condition and results of operations could be adversely affected~~2025.

We The ~~currently~~unaudited ~~rely~~pro onforma acondensed ~~limited~~combined ~~number~~financial ofinformation ~~suppliers~~is presented for informational purposes only and does not purport to ~~produce~~represent the ~~certain~~results ~~key~~of ~~components~~operations that would have occurred had the acquisition been completed as of ~~our~~the ~~products~~date indicated, nor is it indicative of future results. The pro forma adjustments are based on currently available information and assumptions that the Company believes are reasonable.

~~We rely on unaffiliated contract manufacturers to produce certain key components of our products~~2. InPro ~~Israel,~~Forma we work exclusively with a well-known producer of chemicals, Zohar Dalia, who is responsible for the production of our products. Zohar Dalia is well known for its knowledge and handling of hydrogen peroxide. In the United States, we have worked for the past few years with Seeler Industries, a national leader in the marketing and handling of hydrogen peroxide. There is limited available manufacturing capacity that meets our quality standards and regulatory requirements, especially for the manufacturing of the SF3H and SF3HS with one of their active ingredients - hydrogen peroxide - as well as for FreshPROTECT with one of its active ingredients - PO3. If we are unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, including labor or geopolitical disturbances, we may encounter difficulty in meeting customer demands as we seek alternative sources of supply, or we may have to make financial accommodations to such contract manufacturers or otherwise take steps to mitigate supply disruption. We may be unable to locate an additional or alternate contract manufacturer that meets our quality controls and standards and regulatory requirements in a timely manner or on commercially reasonable terms. Any such difficulties could have an adverse effect on our business, financial condition and results of operations, which could be material.Adjustments

The unaudited pro forma condensed combined statement of operations includes adjustments that are directly attributable to the acquisition of MitoCareX and related financing transactions. The pro forma adjustments reflect the purchase price allocation determined as of the closing date, based on the estimated fair values of the assets acquired and liabilities assumed in accordance with ASC 805, Business Combinations.

The unaudited pro forma condensed combined financial information does not give effect to any revenue synergies, operating efficiencies or cost savings that may be achieved by the combined company.

The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

	a.	Intercompany transactions between the Company and MitoCareX have been eliminated in the unaudited pro forma condensed combined statement of operations. This includes the elimination of interest expenses recorded by MitoCareX on intercompany loans and the related fair value gains and losses recorded by the Company.

	b.	The pro forma adjustments reflect amortization expense related to the identifiable intangible asset recognized in the acquisition. The identifiable intangible asset consists of MitoCareX’s proprietary algorithm, with an estimated fair value of approximately $4.5 million and an estimated useful life of 11 years. The asset is amortized on a straight-line basis over its estimated useful life. The related amortization expense for the nine months ended September 30, 2025 was approximately $307,000.

	c.	The pro forma statement of operations reflects share-based compensation expense related to restricted stock granted to the CEO of MitoCareX in connection with his amended employment agreement. The award is treated as compensation for future services and not as consideration transferred in the acquisition. The related pro forma share-based compensation expense for the nine months ended September 30, 2025 was approximately $250,000.

	d.	The pro forma statement of operations reflects the tax effect of the amortization of the identifiable intangible asset using the applicable statutory tax rate of 23%. The related tax benefit for the nine months ended September 30, 2025 was approximately $71,000.

	e.	The pro forma adjustments include MitoCareX’s results of operations for the period from October 1, 2025 through October 20, 2025, the closing date, in order to reflect MitoCareX’s pre-acquisition results through the date of consolidation. The net adjustment amounted to approximately $191,000 and was reflected as an increase to research and development expenses of approximately $182,000, an increase to general and administrative expenses of approximately $27,000, and a decrease to financing expenses, net, of approximately $18,000.

IfDIVIDEND we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products.POLICY

We have anever ~~limited~~declared ~~selling~~or ~~and~~paid ~~marketing~~cash ~~infrastructure~~dividends ~~and~~on ~~have~~our ~~limited~~capital ~~experience~~stock. inWe ~~the~~currently ~~sales,~~intend ~~marketing~~to orretain ~~distribution~~all ofavailable ~~products. To~~funds ~~achieve~~and ~~commercial~~future ~~success~~earnings, if any, for ~~any~~use ~~product~~in ~~for~~our ~~which~~business weand ~~have~~therefore ~~obtained~~do ~~marketing~~not ~~approval~~anticipate paying cash dividends in the foreseeable future. Payment of future dividends, if weany, will ~~need~~be toat ~~enter~~the discretion of our board of directors after taking into ~~collaborations with~~account ~~third~~various ~~parties~~factors, ~~like~~including ~~post-harvest~~our ~~service~~financial ~~companies~~condition, operating results, current and ~~establish~~anticipated acash ~~selling~~needs and ~~marketing~~other ~~infrastructure~~factors orour toboard ~~out-license~~of ~~our~~directors ~~products~~deems relevant.

In the future, we may consider building a focused selling and marketing infrastructure to market our products in the United States or elsewhere in the world. There are risks involved with establishing our own sales, marketing and distribution capabilities. For example, recruiting and training a sales force could be expensive and time consuming and could delay any product launch. This may be costly, and our investment may be lost if we cannot retain or reposition our selling and marketing personnel.

If we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third parties to perform these services, our revenues and our profitability may be materially adversely affected.

In addition, we may not be successful in entering into arrangements with third parties to sell, market and distribute our products in our target markets, including Chile, Mexico, Peru, the United States, Brazil and Israel, or may be unable to do so on terms that are favorable to us. We likely will have little control over such third parties, and any or all of them may fail to devote the necessary resources and attention to sell and market our products effectively. If we do not establish sales, marketing and distribution capabilities successfully, either on our own or in collaboration with third parties, we may not be successful in commercializing our product candidates.

We rely on rapidly establishing a global distributorship network in order to effectively market our products.

We have developed initial partnerships with local partners. In order to expand selling and marketing globally and capture leading market share before any potential reaction from competitors, we will need to rapidly expand geographically and establish a global distribution network. This will likely put pressure on our management as well as on our financial and operational resources. To mitigate this factor, once we establish a significant presence in the market, we will proceed to establish strategic partnerships with leading market players; however, there are no assurances that we will succeed in establishing such partnerships, which may harm the marketing of our products and the development of our business.

The results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals.

Our products have been tested in multiple commercial and small-scale pilots on certain types of produce and during specific times of the year. We are currently in the development and optimization phases of these products. Results from our later-stage commercial tests may show lower efficacy than our early-tests conducted previously, and we cannot guarantee that when commercialized, our products will be effective and stable and product improvements as well as possible changes in the application and usage protocol may be required. Our results could further be affected by the changing behavior of the fruits throughout the season, therefore demonstrating inconsistent results. These factors may significantly delay receipts of regulatory approvals, and the introduction of our products into the market. Likewise, we cannot be sure these products will be commercially viable and have no assurances that we will be able to expand upon our current product offerings or that any such expansion will generate revenue.

Our products are highly regulated by governmental agencies in the countries where we conduct business and in countries in which we plan to expand. Our failure to obtain regulatory approvals and registration, to comply with registration and regulatory requirements or to maintain regulatory approvals would have an adverse impact on our ability to market and sell our products.

Some of our products are subject to technical review and approval by government authorities in each country where we currently conduct our business and where we intend to sell our products.

~~The~~SELLING regulatory requirements to which we are subject are complex and vary from country to country. To obtain new registrations, it is necessary to have a local registrant, and to understand the country’s regulatory requirements, both at the time an application for registration is submitted and when the registration decision is made, which may be several years later. A significant investment in registration data is required (covering all aspects from manufacturing specifications through storage and transport, use, and disposal of unwanted product and used containers) to ensure that product performance (e.g., efficacy), intrinsic hazards and use patterns are fully characterized. Risk assessments are conducted by government regulatory authorities who make the final decision on whether the documented risk associated with a product and active ingredient is acceptable prior to granting approval for sale. This process may be prolonged due to requirements for additional data or internal administrative processes. There is a risk that registration of a new product may not be obtained or that a product label may be severely reduced, restricting the use of the product. If these circumstances arise, there is a risk that the substantial investments made in product development will generate the projected sales that justified the investment, and our business, financial condition and results of operations may be adversely affected by failure to obtain new registrations.STOCKHOLDERS

~~Products~~The ~~that~~shares ~~are~~of ~~already~~common ~~approved~~stock ~~may~~being beoffered ~~subject to periodic review~~ by ~~regulatory authorities in many countries. Such reviews frequently require~~ the ~~provision~~selling ofstockholders ~~new~~are ~~data~~those ~~and~~shares ~~more~~issuable ~~complex~~upon ~~risk~~exercise ~~assessments. The outcome~~ of ~~such~~the ~~reviews~~Warrants ofissued ~~existing~~in ~~registrations~~connection with ~~cannot~~the beOfferings ~~guaranteed~~ and ~~registrations~~the ~~may~~Facility ~~be modified or canceled~~Agreement. ~~Since~~For ~~all~~additional ~~government~~information ~~regulatory~~regarding ~~authorities~~the ~~have~~issuance ~~the~~of ~~right~~shares toof ~~review~~common ~~existing~~stock ~~registrations~~covered by atthis ~~any time~~prospectus, ~~the~~see ~~sustainability of~~ the ~~existing~~section ~~portfolio~~titled ~~cannot~~“Prospectus beSummary—Recent ~~guaranteed.~~Developments—June ~~Existing~~2026 ~~registrations~~Offering” ~~may~~and ~~be lost at any time, resulting~~“Prospectus inSummary—Recent anDevelopments—Facility ~~immediate~~Agreement” ~~impact on sales~~above. ~~Furthermore,~~Except ~~prior~~for tothe ~~expiration,~~ownership itof isthe ~~necessary~~shares toof ~~renew~~common ~~registrations.~~stock ~~The renewal period~~ and ~~processes~~the ~~vary~~warrants byand ~~country~~the ~~and~~information ~~may~~set ~~require~~forth ~~additional~~in ~~studies~~the tofootnotes ~~support~~below, the ~~renewal~~selling ~~process.~~stockholders ~~Failure~~have tonot ~~comply~~had ~~could~~any ~~result~~material inrelationship ~~cancellation~~with ofus within the ~~registration,~~past ~~resulting~~three ~~in an impact on sales~~years.

InThe ~~addition,~~table ~~new~~below ~~laws~~presents information regarding the selling stockholders and ~~regulations~~the shares of common stock that they may beoffer ~~introduced,~~from ortime ~~existing~~to ~~laws~~time under ~~and~~this ~~regulations~~prospectus. ~~may~~This table is prepared based on information supplied to us by the selling stockholders. The number of shares in the column “Maximum Number of Shares to be ~~changed~~Offered orPursuant to this Prospectus” represents all of the shares of common stock that the selling stockholders may ~~become~~offer ~~subject~~under tothis ~~new~~prospectus. ~~interpretations~~The selling stockholders may sell some, ~~which~~ ~~could~~all ~~result~~or none of its shares in ~~additional~~this offering. ~~compliance~~We ~~costs,~~do ~~seizures,~~not ~~confiscations,~~know ~~recalls~~how long the selling stockholders will hold the shares before selling them, ~~monetary~~and ~~fines~~we currently have no agreements, arrangements or ~~delays~~understandings ~~that~~with ~~could~~the ~~affect~~selling usstockholders ~~or our~~regarding ~~customers~~the sale of any of the shares.

~~Our~~Beneficial ~~success~~ownership is ~~dependent~~determined ~~upon~~in ~~our~~accordance ~~ability~~with SEC rules and generally includes voting or investment power with respect to ~~achieve~~securities. ~~regulatory~~Shares of ~~approvals~~common ~~and~~stock ~~registration~~subject into ~~the~~options ~~United~~or ~~States,~~warrants ~~Mexico~~currently exercisable, ~~Peru~~or exercisable within 60 days of July 1, ~~Brazil~~2026, ~~and~~are counted ~~Israel,~~as ~~which~~outstanding ~~might~~for ~~take~~computing ~~longer~~the ~~than~~percentage ~~expected~~of the selling stockholder holding such options or warrants but are not counted as outstanding for computing the percentage of any other selling stockholder.

WeUnder ~~are~~the ~~subject~~terms toof ~~extensive~~the ~~national~~Warrants, ~~state~~a ~~and~~Selling ~~local~~Stockholder ~~government~~may ~~regulation.~~not Aexercise ~~critical~~the ~~key~~Warrants to ~~our~~the ~~success~~extent ~~and~~such ~~ability~~exercise towould ~~expand~~cause ~~our~~such ~~business~~Selling Stockholder, istogether ~~our~~with ~~ability~~its affiliates, to ~~obtain~~beneficially ~~regulatory~~owning ~~approvals and registration~~ in ~~the~~excess ~~United~~of ~~States~~4.99% ~~and~~of ~~in other countries for~~ the ~~use~~Company’s ofoutstanding ~~our~~capital ~~products~~stock. The ~~regulatory approvals~~ number of ~~some~~shares ofin ~~our products are dependent on trials to show~~ the ~~efficacy~~second and ~~the~~fourth ~~non-toxicity~~columns ~~of our products and are time and cost consuming. We~~ do not ~~anticipate~~reflect ~~any~~this significant problems in obtaining future required licenses, permits or approvals that are necessary to expand our business, however such licenses, permits or approvals may take longer than expected due to various factors, which might cause delays in these countries and other jurisdictionslimitation.

WeThe dopercentage ~~not~~of ~~have~~shares ~~backlogs~~of orcommon ~~firm~~stock ~~commitments~~beneficially ~~from~~owned ~~our~~by ~~customers~~the ~~for~~selling ~~our~~stockholders ~~products~~prior to the offering shown in the table below is based on an aggregate of 1,453,333 shares of common stock outstanding on July 10, 2026. ~~Our~~The ~~sales~~number of shares that may ~~deteriorate~~actually be ifsold weby ~~fail~~us tounder ~~achieve~~the ~~commercial success~~Purchase orAgreement ~~obtain~~may ~~regulatory~~be ~~approval~~fewer than the number of ~~any~~shares being offered by this prospectus. The fourth column assumes the sale of ~~our~~all ~~products~~of the shares offered by the selling stockholders pursuant to this prospectus.

The inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities.

	Shares of Common Stock Beneficially Owned Prior to Offering						Maximum Number of Shares to be Offered Pursuant to			Shares of Common Stock Beneficially Owned After Offering
Name of Selling Stockholder	Number⁽¹⁾			Percent			this Prospectus ⁽²⁾			Number⁽³⁾			Percent
M.R.M Merhavit Holding and Management Ltd.⁽⁴⁾		52,013	⁽⁵⁾		3.46	%		52,013	⁽⁶⁾		-			-
Capitalink Ltd.⁽⁷⁾		148,924	⁽⁸⁾		9.44	%		124,534	⁽⁹⁾		24,390	⁽¹⁰⁾		1.68	%
Ronen Fatal⁽¹¹⁾		148,590	⁽¹²⁾		9.42	%		124,333	⁽¹³⁾		24,257	⁽¹⁴⁾		1.67	%
Invest Pro Shukai Hon Ltd.⁽¹⁵⁾		149,934	⁽¹⁶⁾		9.50	%		124,534	⁽¹⁷⁾		25,400	⁽¹⁸⁾		1.75	%
J.B.D. Innovation Ltd. ⁽¹⁹⁾		147,930	⁽²⁰⁾		9.38	%		124,534	⁽²¹⁾		23,396	⁽²²⁾		1.61	%
Amir Uziel Economic Consultant Ltd.⁽²³⁾		113,141	⁽²⁴⁾		7.28	%		100,405	⁽²⁵⁾		12,736	⁽²⁶⁾		*
L.I.A. Pure Capital Ltd.⁽²⁷⁾		1,931,776	⁽²⁸⁾		57.20	%		1,922,521	⁽²⁹⁾		9,255	⁽³⁰⁾		*

Our operations are subject to significant hazards and risks inherent to the transportation of the active ingredient of one of our products - hydrogen peroxide. In high concentrations, our blend of acids has a very low pH which may lead to skin burn and hydrogen peroxide is an aggressive oxidizer and both can corrode many materials. We are working with limited low concentration of the material, however in high concentrations of H2O2 it will react violently. Hydrogen peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible substances. It should be transported in special tanks and vehicles and should be stored in a container composed of non-reactive materials. These hazards and risks include, but are not limited to fires, explosions, third-party interference (including terrorism) and mechanical failure of equipment at our or third-party facilities. The occurrence of any of these events could result in production and distribution difficulties and disruptions, personal injury or wrongful death claims and other damage to properties.

*	Denotes less than 1%

(1)	The shares of our common stock set forth in this column exclude the shares underlying the Warrants issued in connection with the Offerings and the Facility Agreement, which are registered under the registration statement of which this prospectus is a part.

Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results.

(2)	The number of shares of our common stock being offered that are issuable upon the exercise of the Warrants issued in connection with the Offerings and the Facility Agreement described elsewhere in this prospectus.

(3)	Assumes the sale of all shares being offered pursuant to this prospectus.

(4)	Moti Menashe is the Chief Executive Officer of M.R.M Merhavit Holding and Management Ltd. and its address is Sokolov St 31, Ramat Gan, Israel 5256418.

(5)	Consists of 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants.

(6)	Consists of 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants.

(7)	Lavi Krasney is the officer, sole director, chairman of the board of directors and controlling shareholder of Capitalink Ltd., and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916.

(8)	Consists of (i) 24,329 shares of common stock held directly by Capitalink Ltd., (ii) 61 shares of common stock held in trust for Lavi Krasney, (iii) 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants and (iv) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(9)	Consists of (i) 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants and (ii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(10)	Consists of (i) 24,329 shares of common stock held directly by Capitalink Ltd. and (ii) 61 shares of common stock held in trust for Lavi Krasney.

(11)	The address of Ronen Fatal is 112 Rokach, Ramat Gan, Israel.

(12)	Consists of (i) 24,257 shares of common stock, (ii) 51,812 shares of common stock issuable upon the exercise of the First PIPE Warrants and (iii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(13)	Consists of (i) 51,812 shares of common stock issuable upon the exercise of the First PIPE Warrants and (ii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(14)	Consists of 24,257 shares of common stock.

(15)	Eli Zamir is a director of Invest Pro Shukai Hon Ltd and it address is 2 Rothschild St. Tel Aviv, Israel

(16)	Consists of (i) 25,400 shares of common stock, (ii) 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants and (iii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(17)	Consists of (i) 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants and (ii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(18)	Consists of 25,400 shares of common stock.

Unexpected events, including fires or explosions at our facilities, natural disasters such as earthquakes and wildfires, unplanned power outages, supply disruptions, failure of equipment or systems, and severe weather events, such as droughts, heat waves, hurricanes, and flooding, could adversely affect our reputation and results of operations through physical damage to our facilities and equipment and through physical damage to, or disruption of, local infrastructure or disrupt our operations generally. During the past several years we have seen an increase in the frequency and intensity of severe weather events and we expect this trend to continue due to climate change.

Our business, in particular, may be affected from changes in climate conditions as such events would affect the crops yield and their storability in those cases where there is unusually warm, dry, humid or cold weather before cropping.

In such instances, we may suffer a decrease in revenues as a result of a smaller storage volume of rooms or shorter storage period. We anticipate that once we increase our operations and enter certain markets which experience or will experience significant climate change, such as above-common rain fall, heat waves, dry air conditions, and unusually cold or prolonged cold weather conditions, such events may materially impact our financial results.

Furthermore, certain natural disasters may affect our operations. Given that our operations are global in nature, and our partnerships are located in various geographic locations subject to certain inherent dangers, it is plausible that our business and operations may be adversely affected by any such future natural disasters.

Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operation.

The recent historically high inflation in the U.S., geopolitical issues, continuous increases in interest rates, unstable global conditions and changes in exchange rates have led to global economic instability. Although demand for fresh horticultural products is considered inelastic in developed economies, the fresh produce and citrus industries that we sell to may be affected by material changes in supply, market prices, exchange rates and general economic conditions. As a result of the high inflation and recession, we are seeing record high levels of unemployment and consumer spending trends are changing. Delays or reductions in our customers’ purchasing or shifts to lower-cost alternatives that result from tighter economic market conditions would reduce demand for our products and services and could, consequently, have a material adverse effect on our business, financial condition and results of operations. Moreover, the new Trump administration has recently imposed tariffs on certain U.S. imports, and indicated that he would impose a 25% tariff against all goods imported from Canada and Mexico, and a 10% tariff on certain imports from China; China and other countries have responded with retaliatory tariffs on certain U.S. exports. We cannot predict what effects these tariffs and potential additional tariffs will have on our business. However, these tariffs and other trade restrictions could increase our operating costs, reduce our gross margins or otherwise negatively impact our financial results.

Increased attention to environmental, social, and governance (“ESG”) matters and conservation measures may adversely impact our business or that of our manufacturers.

Public companies are still facing scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants, and other stakeholder groups. For example, certain institutional and individual investors have requested various ESG-related information and disclosures as they increasingly incorporate ESG criteria in making investment and voting decisions. With this focus, public reporting regarding ESG practices is still broadly expected. The existing scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters.

In addition, new sustainability rules and regulations may continue to be introduced in various states and other jurisdictions. Such climate change-related regulations or interpretations of existing laws may result in enhanced disclosure obligations that could negatively affect us and materially increase our regulatory burden. Increased regulations generally increase the costs to us, and those higher costs may continue to increase if new laws require additional resources, including spending more time, hiring additional personnel or investing in new technologies.

~~Moreover, this~~(19) ~~could~~Nissim ~~result~~Daniel inis ~~increased~~the ~~management~~Chief ~~time~~Executive ~~and~~Officer ~~attention~~of toJ.B.D. ~~ensure~~Innovation ~~we are compliant with the regulations and expectations~~Ltd. ~~Our failure to comply with any applicable rules or regulations could lead to penalties~~ and ~~adversely~~its ~~impact~~address ~~our~~is ~~reputation,~~Hayarden ~~access to capital and employee retention. Such ESG matters may also impact third parties on which we rely~~98, ~~which~~Ramat ~~may augment or cause additional impacts on our business~~Gan, ~~financial condition, or results of operations.~~Israel

Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations.

(20)	Consists of (i) 23,396 shares of common stock, (ii) 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants and (iii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(21)	Consists of (i) 52,013 shares of common stock issuable upon the exercise of the First PIPE Warrants and (ii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(22)	Consists of 23,396 shares of common stock.

(23)	Amir Uziel is the officer, sole director, chairman of the board of directors and controlling shareholder of Amir Uziel Economic Consultant Ltd., and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916. Amir Uziel Economic Consultant Ltd. provides consulting services to the Company.

(24)	Consists of (i) 12,677 shares of common stock held directly by Amir Uziel Economic Consultant Ltd., (ii) 59 shares of common stock held in trust for Amir Uziel. (iii) 26,006 shares of common stock issuable upon the exercise of the First PIPE Warrants (iv) 48,393 shares of common stock issuable upon the exercise of the Second PIPE Warrants, and (v) 26,006 shares of common stock underlying Warrants originally issued to Azulay Nissim Zvi, which Warrants were subsequently assigned to Amir Uziel Economic Consultant Ltd. pursuant to an assignment of warrant.

(25)	Consists of (i) 26,006 shares of common stock issuable upon the exercise of the First PIPE Warrants, (ii) 48,393 shares of common stock issuable upon the exercise of the Second PIPE Warrants, and (iii) 26,006 shares of common stock underlying Warrants originally issued to Azulay Nissim Zvi, which Warrants were subsequently assigned to Amir Uziel Economic Consultant Ltd. pursuant to an assignment of warrant.

(26)	Consists of (i) 12,677 shares of common stock held directly by Amir Uziel Economic Consultant Ltd. and (ii) 59 shares of common stock held in trust for Amir Uziel.

(27)	Kfir Silberman is the officer, sole director, chairman of the board of directors and controlling shareholder of L.I.A. Pure Capital Ltd., and its address is 20 Raoul Wallenberg Street, Tel Aviv, Israel 6971916.

(28)	Consists of (i) 7,531 shares of common stock held directly by L.I.A. Pure Capital Ltd., (ii) 59 shares of common stock held in trust for Kfir Zilberman, (iii) 1,665 shares of common stock issuable upon the exercise of warrants issued in a private placement in 2025, (iv) 1,850,000 shares of common stock issuable upon the exercise of the Facility Warrant and (v) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(29)	Consists of (i) 1,850,000 shares of common stock issuable upon the exercise of the Facility Warrant and (ii) 72,521 shares of common stock issuable upon the exercise of the Second PIPE Warrants.

(30)	Consists of (i) 7,531 shares of common stock held directly by L.I.A. Pure Capital Ltd., (ii) 59 shares of common stock held in trust for Kfir Zilberman and (iii) 1,665 shares of common stock issuable upon the exercise of PIPE Warrants issued in 2025.

Our business involves complex operations and demands a management team to determine and implement our strategy and workforce that is knowledgeable and has expertise in many areas necessary for our operations. As a company focused on commercializing our completed pilots into paying customers in the highly-specialized horticultural post-harvest field, we rely on our ability to attract and retain skilled employees, consultants and contractors. The departure of highly skilled employees, consultants or contractors or one or more employees who hold key regional management positions could have an adverse impact on our operations.

In addition, to execute our growth plan we must attract and retain highly qualified personnel. Competition for these employees exists; new members of management must have significant industry expertise when they join us or engage in significant training which, in many cases, requires significant time before they achieve full productivity. If we fail to attract, train, retain, and motivate our key personnel, our business and growth prospects could be severely harmed.

Furthermore, we are dependent upon managers to oversee our operations. Thus, there can be no assurance that a manager’s experience will be sufficient to successfully achieve our business objectives. All decisions regarding the management of our affairs will be made exclusively by our officers and directors. In the event these people are ineffective, our business and results of operation would likely be adversely affected.

We are subject to risks relating to portfolio concentration.

Our business is highly dependent on a small number of products, which are based on our main ingredients. Our core post-harvest business includes solutions designed to improve the yields of the packing house but mainly ensure food safety and assisting packing houses to meet the new FSMA requirements. Our ability to market and sell products containing our ingredient to key service providers for treatment in post-harvest food safety industry in order to utilize their market position is important to our future success.

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the following factors, among the other risks described herein, may affect our operating results:

● our ability to penetrate the packing house industry with our products; ● our ability to generate revenue from our products; ● the amount and timing, of operating costs and capital expenditures related to the maintenance and expansion of our businesses, and operations; ● our focus on long-term goals over short-term results; ● the global economic situation; and ● fluctuations in weather conditions and its impact on the growing of fruits and vegetables.

~~International~~DESCRIPTION ~~expansion~~OF ~~of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States, Mexico or Israel.~~SECURITIES

~~Other~~We ~~than~~have ~~our~~one ~~headquarters~~class ~~and~~of ~~other~~securities ~~operations~~registered ~~which~~under ~~are~~Section ~~located~~12 inof ~~Israel~~the ~~(as~~Securities ~~further~~Exchange ~~described~~Act ~~below)~~of 1934, weas ~~currently~~amended, ~~have~~or ~~limited~~the ~~international~~Exchange Act, our ~~operations.~~shares ~~Our~~of ~~business~~common ~~strategy~~stock, ~~incorporates~~par ~~potentially~~value ~~significant~~$0.0001. ~~international~~The ~~expansion,~~following ~~particularly~~is ina ~~anticipation~~summary of ~~approval~~ some of the terms of our ~~product~~common ~~candidates~~stock based on our amended and restated wearticles ~~also~~of ~~plan~~incorporation toand ~~retain~~our ~~sales~~amended ~~representatives~~and restated bylaws. The following summary is not complete and ~~third-party~~is ~~distributors~~subject to, ~~outside~~and is ofqualified ~~the~~in ~~United~~its ~~States and~~entirety ~~Israel~~by atreference ato, ~~later~~the ~~date.~~provisions ~~Doing~~of ~~business~~our ~~internationally~~amended ~~involves~~and arestated ~~number~~articles of ~~risks~~incorporation, ~~including~~our ~~but~~amended ~~not~~and ~~limited~~restated bylaws ~~to:~~as well as the Nevada Revised Statutes and any other documents referenced in the summary and from which the summary is derived.

● multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits, and licenses; ● failure by us to obtain regulatory approvals for the use of our product candidates in various countries; ● additional potentially relevant third-party patent or other intellectual property rights; ● complexities and difficulties in obtaining protection and enforcing our intellectual property; ● limits in our ability to penetrate international markets; ● financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations; ● natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions; ● certain expenses including, among others, expenses for travel, translation and insurance; and ● regulatory and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, as amended (the “FCPA”) its books and records, or its anti-bribery provisions. ● Tariff increases could either negatively impact our costs or require us to increase our prices, which likely would decrease customer demand for our products. Retaliatory tariff and trade measures imposed by other countries could affect our ability to export products and therefore adversely affect our sales. ● Any significant changes in current U.S. trade or other policies that restrict imports or increase import tariffs could have a material adverse effect upon our results of operations.

Any of these factors could significantly harm our future international expansion and operations and, consequently, our results of operations.

Our business depends to some extent on international transactions.

As a result of the international nature of our business, we are exposed to risks associated with changes in foreign currency exchange rates. A majority of our revenues and substantially all of our cost of sales are in U.S. dollars and our management, marketing, sales and research and development costs are in New Israeli Shekels and some Euros. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates. This may result in gains or losses with respect to movements in exchange rates, which may be significant and may also cause fluctuations in reported financial information that are not necessarily related to our operating results.

Risks Related to Intellectual Property

If we are unable to secure and maintain patent or other intellectual property protection for our products, our ability to compete may be harmed.

Our commercial success depends, in part, on obtaining and maintaining patent and other intellectual property protection for the proprietary blend used in our products and our manufacturing process, as well as continuing to develop and secure trade secrets. We might in the future opt to license intellectual property from other parties. If we, or the other parties from whom we may license intellectual property, fail to obtain and maintain adequate patent or other intellectual property protection for intellectual property used in our products, or if any protection is reduced or eliminated, others could use the intellectual property used in our products, resulting in harm to our competitive business position. In addition, patent and other intellectual property protection may not provide us with a competitive advantage against competitors that devise ways of making competitive products without infringing any patents that we own or to which we have rights.

U.S. patents and patent applications may be subject to interference proceedings, and U.S. patents may be subject to re-examination proceedings in the U.S. Patent and Trademark Office. Foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent offices. Any of these proceedings could result in loss of the patent or denial of the patent application, or loss or reduction in the scope of one or more of the claims of the patent or patent application. Changes in either patent laws or in interpretations of patent laws may also diminish the value of our intellectual property or narrow the scope of our protection. Interference, re-examination and opposition proceedings may be costly and time consuming, and we, or the other parties from whom we might potentially license intellectual property, may be unsuccessful in defending against such proceedings. Thus, any patents that we own or might license may provide limited or no protection against competitors. In addition, our pending patent applications and those we may file in the future may have claims narrowed during prosecution or may not result in patents being issued. Even if any of our pending or future applications are issued, they may not provide us with adequate protection or any competitive advantages. Our ability to develop additional patentable technology is also uncertain.

Non-payment or delay in payment of patent fees or annuities, whether intentional or unintentional, may also result in the loss of patents or patent rights important to our business. Many countries, including certain countries in Europe, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to other parties. In addition, many countries limit the enforceability of patents against other parties, including government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of the patent. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete may be harmed.

Proprietary trade secrets, copyrights, trademarks, and unprotected know-how are also very important to our business. We rely on a combination of trade secrets, copyrights, trademarks, confidentiality agreements and other contractual provisions and technical security measures to protect certain aspects of our technology, especially where we do not believe that patent protection is appropriate or obtainable. We require our office holders, employees, consultants, and distributors of our products and most third parties to execute confidentiality agreements in connection with their relationships with us. However, these measures may not be adequate to safeguard our proprietary intellectual property and conflicts may, nonetheless, arise regarding ownership of inventions. Such conflicts may lead to the loss or impairment of our intellectual property or to expensive litigation to defend our rights against competitors who may be better funded and have superior resources. Our office holders, employees, consultants, and other advisors may unintentionally or willfully disclose our confidential information to competitors. In addition, confidentiality agreements may be unenforceable or may not provide an adequate remedy in the event of unauthorized disclosure. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge, methods, and know-how. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. As a result, other parties may be able to use our proprietary technology or information, and our ability to compete in the market may be harmed.

We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management’s attention, require us to pay damages and force us to discontinue selling our products.

Determining whether a product infringes a patent involves complex legal and factual issues, and the outcome of a patent litigation action is often uncertain. No assurance can be given that patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed or could not be filed or issued. Furthermore, our competitors or other parties may assert that our products and the methods we employ in the use of our products are covered by U.S. or foreign patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending of which we are unaware, and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications with claims that we infringe. There could also be existing patents that one or more of our products or parts may infringe and of which we are unaware. As the number of competitors in the post-harvest market grows, and as the number of patents issued grows, the possibility of patent infringement claims against us increases.

Infringement actions and other intellectual property claims and proceedings brought against or by us, whether with or without merit, may cause us to incur substantial costs and could place a significant strain on our financial resources, divert the attention of management from our business and harm our reputation. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources.

We cannot be certain that we will successfully defend against allegations of infringement of patents and intellectual property rights of others. In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the other party’s patents or other intellectual property were upheld as valid and enforceable and we were found to infringe the other party’s patents or violate the terms of a license to which we are a party, we could be required to pay damages. We could also be prevented from selling our products unless we could obtain a license to use technology or processes covered by such patents or will be able to redesign the product to avoid infringement. A license may not be available at all or on commercially reasonable terms or we may not be able to redesign our products to avoid infringement. Modification of our products or development of new products could require us to conduct clinical trials and to revise our filings with the applicable regulatory bodies, which would be time-consuming and expensive. In these circumstances, we may be unable to sell our products at competitive prices or at all, our business and operating results could be harmed.

We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.

We may be subject to claims that former employees, collaborators, or other third parties have an ownership interest in our patents or other intellectual property. Ownership disputes may arise in the future, for example, from conflicting obligations of consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products or services.

We continually seek to improve our business processes and develop new products and applications in a crowded patent space that we must continually monitor to avoid infringement. We cannot guarantee that we will not experience claims that our processes and products infringe issued patents (whether present or future) or other intellectual property rights belonging to others.

From time to time, we oppose patent applications that we consider overbroad or otherwise invalid in order to maintain the ability to operate freely in our various business lines without the risk of being sued for patent infringement. If, however, patents are subsequently issued on any such applications by other parties, or if patents belonging to others already exist that cover our products, processes or technologies, we could experience claims for infringement or have to take other remedial or curative actions to continue our manufacturing and sales activities with respect to one or more products. Likewise, our competitors may also already hold or have applied for patents in the United States or abroad that, if enforced or issued, could prevail over our patent rights or otherwise limit our ability to manufacture or sell one or more of our products in the United States or abroad. Any actions asserted against us could require payment of damages for infringement, enjoining the use of said product, or a requirement that we obtain licenses from these parties or substantially re-engineer our products or processes in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products successfully. Further, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert our management’s attention from operating our business.

Risks Related to Regulatory Compliance

If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation in our industry.

If we or our manufacturers or other third-party contractors fail to comply with applicable federal, state or foreign laws or regulations, including with respect to food treatment, we could be subject to regulatory actions, which could affect our ability to develop, market and sell our current products or any future products which we may develop in the future and could harm our reputation and lead to reduced demand for or non-acceptance of our proposed products by the market.

Regulatory reforms may adversely affect our ability to sell our products profitably.

From time to time, legislation is drafted and introduced in the United States, Mexico, Israel or other countries in which we operate, that could significantly change the statutory provisions governing the clearance or approval, manufacture and marketing of our products, including in the food health industry. In addition, regulations and guidance may often be revised or reinterpreted by the regulatory authorities in ways that may significantly affect our business and our products. It is impossible to predict whether legislative changes will be enacted, or interpretations changed, and what the impact of such changes, if any, may be.

Risks Related to Our Investment in Solar Energy

Our investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments.

We have made, and continue to seek to make, investments in the solar energy sector, by and through our collaboration with Solterra, which we believe furthers our strategic objectives and supports our business initiatives. We have thus far invested in certain PV Projects in Europe and do not restrict ourselves from pursuing additional investments in the solar energy sector. If any project in which we invest fails, we could lose all or part of our investment in that project. If we determine that an other-than-temporary decline in the fair value exists for any such investment, we will have to write down the investment to its fair value and recognize the related write-down as an investment loss. The performance of any of these investments could result in significant impairment charges and gains (losses) on other equity investments. We must also analyze accounting and legal issues when making these investments. If we do not structure these investments properly, we may be subject to certain unfavorable accounting impact, such as potential consolidation of financial results. Furthermore, if the strategic objectives of an investment have been achieved, or if the investment diverges from our strategic objectives, we may seek to dispose of the investment. The occurrence of any of these events could harm our results.

Climate-Related Risks May Adversely Affect Solterra’s Business and Our Joint Venture Value.

Solterra’s renewable energy power generation is subject to climate conditions, which could materially and adversely affect its business and, in turn, the value of our joint venture. The ability to generate electricity using PV technology and the revenue from electricity sales are significantly impacted by weather conditions. PV plant output depends on sunlight intensity and other climate parameters, such as sunshine hours, temperature, atmospheric pressure, and wind patterns. Extensive cloud cover, wind, humidity, temperatures significantly different from the annual average, and extreme weather changes may reduce electricity generation, impacting revenue and profitability. Unpredictable natural disasters, such as floods, sandstorms, and earthquakes, may cause shutdowns and damage constructed PV Projects, affecting their operational lifespan and profitability. Any adverse impact on Solterra’s business could negatively affect the value of our joint venture.

Regulatory and Compliance Changes May Adversely Impact Solterra’s Operations and Our Joint Venture Value.

The renewable energy sector is highly regulated. Solterra’s PV projects are subject to various laws and regulations in the jurisdictions where Solterra operates, including those related to permitting, licensing, incentives, tariffs, and electricity pricing. Changes in these laws and regulations, or Solterra’s failure to comply with them, could have a material adverse effect on its business, financial condition and results of operations, which could in turn negatively affect the value of our joint venture.

Permitting and Licensing Delays May Impact Solterra’s Project Timelines and Our Joint Venture Value.

The construction and operation of renewable energy projects require permits, subject to the nature and scope of the activity. Solterra’s PV projects are subject to approvals and permits from regulatory bodies and authorities in its countries of operation. There is no assurance that all necessary permits and approvals for Solterra’s PV projects will be granted, whether conditionally or unconditionally, or in a timely manner, potentially causing delays in PV project timelines and impacting their feasibility. Delays or failure to obtain necessary permits could negatively affect Solterra’s business and, in turn, the value of our joint venture.

Fluctuations in Electricity Tariffs May Impact Solterra’s Revenue and Our Joint Venture Value.

Electricity tariffs significantly impact Solterra’s revenue and profitability. Solterra’s facilities are designed to connect to electricity grids in various countries, sometimes at a tariff set by relevant regulations or exposed to fluctuating market electricity prices. A decrease in tariffs paid for renewable energy generation, especially solar energy, may negatively affect Solterra’s revenue and profitability. Any decline in Solterra’s revenue or profitability could negatively affect the value of our joint venture.

Supply Chain and Contractor Disruptions May Delay Solterra’s Projects and Affect Our Joint Venture Value.

Solterra’s projects rely on the timely delivery of equipment and materials and the performance of contractors and subcontractors. Disruptions to supply lines, closure or shutdown of airports and/or ports due to security, health, strikes, or other events may lead to disruptions in the supply chain of various PV Project components, consequently delaying their construction or required maintenance. Furthermore, termination of agreements with contractors and/or subcontractors, or changes in the costs of their services, could lead to project delays, increased costs, and failure to meet timelines, potentially impacting the economic feasibility of PV projects. Any of these issues could negatively affect Solterra’s business and, in turn, the value of our joint venture.

Equipment Malfunctions and Downtime May Impact Solterra’s Operations and Our Joint Venture Value.

Solterra’s future revenue depends, among other things, on the proper functioning of its projects and electricity generation. Malfunctions in Solterra’s facilities and PV projects may result from product use and wear, as well as from terrorism, sabotage, accidents, theft, fires, earthquakes, extreme climate changes, natural disasters, and other unexpected adversities. These issues, as well as the need for Solterra to provide services following events requiring equipment repair and/or replacement, may cause delays in project timelines and incur significant additional costs. Any significant equipment malfunction or project downtime could negatively affect Solterra’s business and, in turn, the value of our joint venture.

Intense Competition in the Renewable Energy Sector May Affect Solterra’s Market Share and Our Joint Venture Value.

The renewable energy sector is highly competitive. Solterra faces competition from various companies in the renewable energy sector, some of which are large and well-established. Increased competition could negatively impact Solterra’s market share, business, revenue, and cash flow. This increased competition could also affect the value of our joint venture.

Joint Venture and Partnership Risks May Affect Solterra’s Projects and Our Joint Venture Value.

Solterra engages in joint ventures and other collaborations with partners for certain projects. Disputes or the financial difficulties of a partner could negatively affect Solterra’s PV projects and its financial results, which could in turn negatively affect the value of our joint venture.

Safety and Operational Risks May Impact Solterra’s Business and Our Joint Venture Value.

The activities performed by Solterra through external contractors involve safety risks. Workplace accidents may expose workers and subcontractors’ employees to physical and psychological harm and loss of earning capacity. Although Solterra requires contractors to implement necessary safety measures, this does not preclude accidents. Insurance policies may not fully cover damages, potentially leading to significant expenses for Solterra. Any significant safety incidents or operational issues could negatively affect Solterra’s business and, in turn, the value of our joint venture.

Risks Related to Our Operations in Israel

Conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues.

We are incorporated under Israeli law, our Chief Executive Officer, our Chief Financial Officer, and other senior members of our management team, operate from our headquarters located in Israel. In addition, our officers and directors are residents of Israel. Accordingly, our business and operations are directly affected by economic, political, geopolitical, and military conditions in Israel.

Since the establishment of the State of Israel in 1948 and in recent years, armed conflicts between Israel and its neighboring countries and terrorist organizations active in the region have involved missile strikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers and citizens.

Following the October 7th attacks by Hamas terrorists in Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with Hamas and Lebanon (with respect to Hezbollah), and some Iranian proxies have declared a halt to their attacks, there is no assurance that these agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region.

While our facilities have not been damaged during the current war, the factory of Plantify’s subsidiary, Peas of Bean, located in Kibbutz Gonen in the Golan Heights, and its business operation was severely impacted by the war, which led Peas of Bean into voluntary insolvency proceedings. This, in turn, caused Plantify to essentially become a company with no business activity. The hostilities with Hamas, Hezbollah, Iran and its proxies and others have caused and may continue to cause damage to private and public facilities, infrastructure, utilities, and telecommunication networks, and potentially disrupting our operations and supply chains. In addition, Israeli organizations, government agencies and companies have been subject to extensive cyberattacks. This could lead to increased costs, risks to employee safety, and challenges to business continuity, with potential financial losses.

The continuation of the war has also led to a deterioration of certain indicators of Israel’s economic standing, for instance, a downgrade in Israel’s credit rating by rating agencies (such as by Moody’s, S&P Global, and Fitch).

Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli government currently covers the reinstatement value of certain direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that such government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

The global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel, which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals against Israel, they could significantly and negatively impact business operations.

Prior to the October 2023 war, the Israeli government pursued changes to Israel’s judicial system and has recently renewed its efforts to effect such changes. In response to the foregoing developments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instability or civil unrest. If such changes to Israel’s judicial system are pursued by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability to raise additional funds, if deemed necessary by our management and board of directors.

We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.

We have non-competition agreements with all of our employees, all of which are governed by Israeli law. These agreements prohibit our employees from competing with or working for our competitors, generally during their employment and for up to 12 months after termination of their employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to enforce those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has obtained unique value to the employer specific to that employer’s business and not just regarding the professional development of the employee. If we are not able to enforce non-compete covenants, we may be faced with added competition.

It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.

All of our officers and directors reside outside of the United States and most of our operations are located outside the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the federal securities laws.

Risks Related to Ownership of Our Common Stock

If we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq Capital Market.

On March 28, 2025, the Company received written notice from The Nasdaq Listing Qualification Department notifying the Company that it was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. The notice indicated that the Company has 180 calendar days, or until September 25, 2025, to regain compliance with the Minimum Bid Price Requirement.

If at any time prior to September 24, 2025, the closing bid price of our common stock is at least $1.00 per share for a minimum of ten consecutive business days Nasdaq will provide written confirmation of our compliance, If we do not regain compliance within the allotted Nasdaq compliance periods, including any extensions that may be granted by Nasdaq, our common stock will be subject to delisting. If we are delisted from the Nasdaq Capital Market, trading in our securities may be conducted, if available, on the OTC Markets or, if available, via another market. In the event of such delisting, our stockholders would likely find it significantly more difficult to dispose of, or to obtain accurate quotations as to the value of our securities, and our ability to raise future capital through the sale of our securities could be materially and adversely affected if our common stock is not traded on a national securities exchange.

The market price of our common stock may be highly volatile.

The market price of our common stock is likely to be volatile. Our common stock price could be subject to wide fluctuations in response to a variety of factors, including the following:

● reports of adverse events with respect to the commercialization and distribution of our products; ● inability to obtain additional funding; ● any delay in filing a regulatory submission for any of our products and any adverse development or perceived adverse development with respect to the review of that regulatory submission by the EPA, the FDA or other regulatory authority; ● failure to successfully develop and commercialize our products; ● failure to enter into strategic collaborations; ● failure by our company or strategic collaboration partners to prosecute, maintain or enforce our intellectual property rights; ● changes in laws or regulations applicable to future products; ● inability to scale up our manufacturing capabilities through third-party manufacturers, inability to obtain adequate product supply for our products or the inability to do so at acceptable prices; ● introduction of new products or technologies by our competitors;

● failure to meet or exceed financial projections we may provide to the public; ● failure to meet or exceed the financial expectations of the investment community; ● announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by our competitors; ● disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our platform technologies, technologies, products or product candidates; ● additions or departures of key scientific or management personnel; ● significant lawsuits, including patent or stockholder litigation; ● changes in the market valuations of similar companies; ● sales of our securities by us or our stockholders in the future; and ● trading volumes of our securities.

In addition, companies trading in the stock market have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance.

Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders.

We may require additional cash resources due to changed business conditions or other future developments, including adverse effects to our business from global inflation and recession related issues. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain one or more credit facilities. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all.

Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.

Our status as a Nevada corporation and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our articles of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following:

● our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; ● our board of directors is classified into three classes of directors with staggered three-year terms; ● a special meeting of our stockholders may only be called by a majority of our board of directors; ● advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; and ● certain litigation against us can only be brought in Nevada.

These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analysts who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We do not anticipate paying any cash dividends in the foreseeable future.

We have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay cash dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

General Risk Factors

Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.

We believe that an appropriate information technology (“IT”), infrastructure is important in order to support our daily operations and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are unable to successfully modify our management information systems or respond to changes in our business needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations. Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our business and results of operations.

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. Since the beginning of the war between Israel and Hamas which began on October 7, 2023, Israeli and Israeli associated companies have become more frequently the target of cyberattacks. As such, the risk of a cyberattack against our IT systems may become heightened. We can provide no assurance that our current IT system or any updates or upgrades thereto and the current or future IT systems of our distributors use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes. We have experienced and expect to continue to experience actual or attempted cyber-attacks on our IT networks. Although none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future.

Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

We are subject to the FCPA and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business, both domestically and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA and other applicable anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives and agents. In addition, we leverage third parties to sell our products and conduct our business abroad. We and our third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence is established and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of management’s attention, a decline in the market price of our common stock or overall adverse consequences to our reputation and business, all of which may have an adverse effect on our results of operations and financial condition.

We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements.

As a public company, we incur significant accounting, legal and other expenses as a result of the listing of our common stock on Nasdaq. These include costs associated with corporate governance requirements of the Securities Exchange Commission, or the SEC, and the Marketplace Rules of Nasdaq, as well as requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. These rules and regulations increase our legal and financial compliance costs, introduce costs such as investor relations, stock exchange listing fees and stockholder reporting, and make some activities more time consuming and costly. Any future changes in the laws and regulations affecting public companies in the United States, including Section 404 and other provisions of the Sarbanes-Oxley Act, the rules and regulations adopted by the SEC and the rules of the Nasdaq Stock Market may result in increased costs to our company as we respond to such changes. These laws, rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

We face risks related to compliance with corporate governance laws and financial reporting standards.

The Sarbanes-Oxley Act of 2002, as well as related rules and regulations implemented by the SEC and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, have materially increased the legal and financial compliance costs of small companies and have made some activities more time-consuming and more burdensome.

The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.

In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the west, including the U.S. Russia’s invasion, the responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global economic markets. The foregoing may adversely affect our customers’ ability to sell produce to Russia or other countries in the geographic vicinity.

As a result of the invasion of Ukraine, one of our collaborations with a packer in Turkey was halted due to the increased rates and negative impacts of the war on such local packers. We cannot estimate the damage this may have on our business should the situation further evolve.

Following Russia’s actions, various countries, including the U.S., Canada, the United Kingdom, Germany and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. To date the ongoing conflict has not affected our financial condition, yet the current sanctions (and potential further sanctions in response to continued Russian military activity) and other actions may have adverse effects on regional and global economic markets, and may result in increased volatility in the price of our common stock.

If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations.

The process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404(a) and whether there are any material weaknesses or significant deficiencies in our existing internal controls requires the investment of substantial time and resources, including by our Chief Executive Officer, Chief Financial Officer and other members of our senior management and finance team. This determination and any remedial actions required could divert internal resources and take a significant amount of time and effort to complete and could result in our company incurring additional costs that we did not anticipate, including the hiring of outside consultants. We could experience higher than anticipated operating expenses and higher independent auditor fees during and after the implementation of these changes.

Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we identify future material weaknesses in our internal control of financial reporting, and if we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting and/or results of operations and could result in an adverse opinion on internal controls from our management and, once we lose our emerging growth company status, our independent auditors. Further, if our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned, and our share price may suffer.

Risks Related to This Offering

Sales of substantial amounts of our common stock by the Selling Stockholder, or the perception that these sales could occur, could result in dilution of our stockholders and adversely affect the price of our common stock.

The sale by the Selling Stockholder of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the Selling Stockholders may sell all or a portion of their shares as a result of the registration of such shares for resale pursuant to this prospectus could also in and of itself have a material adverse effect on the market price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

It is not possible to predict the actual number of shares we will sell under the SEPA or the actual gross proceeds resulting from those sales.

On December 22, 2023, we entered into the SEPA with the Selling Stockholder pursuant to which the Selling Stockholder has agreed to purchase up to $20 million shares of common stock over 36 months after the date of the SEPA. The price of shares to be issued under the SEPA will be 94% of the lowest VWAP of the Company’s common stock for the three trading days immediately following the delivery of each advance notice by the Company. Each advance is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of the Company’s common stock as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days immediately preceding an advance notice or $500,000 in common stock. With respect to each advance notice, if the Company notifies the Selling Stockholder of a minimum acceptable price with respect to such advance, then if there is no VWAP or if such price is below the minimum price indicated by the Company, there will be an automatic reduction to the amount of the advance by one third, and that day will be excluded from the pricing period.

We generally have the right to control the timing and amount of any sales of our common stock to the Selling Stockholder under the SEPA. Sales of our common stock, if any, to the Selling Stockholder under the SEPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of common stock that may be available for us to sell to the Selling Stockholder pursuant to the SEPA.

Because the purchase price per share to be paid by the Selling Stockholder for the shares of common stock that we may elect to sell to the Selling Stockholder under the SEPA, if any, will fluctuate based on the market prices of our shares of common stock at the time we elect to sell shares to the Selling Stockholder, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to the Selling Stockholder under the SEPA, the purchase price per share that the Selling Stockholder will pay for shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the SEPA.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the SEPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. If and when we do elect to sell our shares of Common Stock to the Selling Stockholder pursuant to the SEPA, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and thus may experience different levels of dilution and outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering because of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Stockholder under the SEPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

USE OF PROCEEDS

This prospectus relates to shares of common stock that may be offered and sold from time to time by the Selling Stockholder. We will not receive any proceeds from the sale of any common stock by the Selling Stockholder under this prospectus. All net proceeds from the sale of the common stock will go to the Selling Stockholder. We expect that the Selling Stockholders will sell their shares of common stock as described under “Plan of Distribution.”

We may receive up to $16,865,255 in gross proceeds from any sales we may make to the Selling Stockholder pursuant to the SEPA from time to time for up to thirty-six months from the date of the SEPA after the registration statement of which this prospectus forms a part is declared effective. Any net proceeds from the Selling Stockholder that we receive under the SEPA will be used to make any payments due under any outstanding promissory notes issued to the Selling Stockholder, and for general corporate purposes and working capital.

However, as we are unable to predict the timing or amount of potential issuances of shares of common stock issuable under the SEPA, we cannot specify with certainty all of the particular uses for the net proceeds that we will have from the sale of such shares. Accordingly, our management will have broad discretion in the application of the net proceeds. We may use the proceeds for purposes that are not contemplated at the time of this offering. It is possible that no additional shares will be issued under the SEPA.

MARKET FOR COMMON STOCK

Market Price for our Common Stock

Our common stock is listed on the Nasdaq Capital Market under the symbol “NITO.” The last reported sales price of our common stock on Nasdaq on July 29, 2025, was $0.2440 per share.

Holders

As of August 5, 2025, there were ___ holders of record of our common stock.

Penny Stock Regulations

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock is currently within the definition of a penny stock and will be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

In addition to the “penny stock” rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Dividend Policy

We have never paid cash dividends on any of our capital stock, and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information regarding our equity compensation plans as of December 31, 2024.

Plan Category	(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by securityholders:
2018 Equity Incentive Plan		19,217	$	23.27		21,296
2022 Share Incentive Plan		1,729,642	$	-		10,341,788
Total equity compensation plans approved by securityholders		1,748,859	$	23.27		10,363,084
Equity compensation plans not approved by securityholders		-		-		-

2018 Equity Incentive Plan

The 2018 Equity Incentive Plan provides for the grant of incentive stock options to employees of the Company, including officers and directors, and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock or cash awards as the board of directors may determine, to the Company’s employees, directors and consultants. 40,513 shares of common stock are authorized for issuance under the 2018 Equity Incentive Plan.

2022 Share Incentive Plan

The 2022 Share Incentive Plan (the “2022 Plan”) provides for the grant of incentive stock options and nonqualified stock options, restricted shares of common stock, restricted stock units and other share-based awards to any employee, director, officer, consultant, advisor and any other person or entity who provides services to the Company or any parent, subsidiary, or affiliate thereof. 12,071,430 shares of common stock are authorized for issuance under the 2022 Plan.

The 2022 Plan is currently administered by the board of directors Subject to the provisions of the 2022 Plan, the board determines subject to applicable law, awards granted thereunder, designates recipients of awards, determines and amends the terms of awards, including any vesting schedule applicable to an award. The board also has the authority to amend and rescind rules and regulations relating to the 2022 Plan or terminate the 2022 Plan at any time before the date of expiration of its ten-year term.

The 2022 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the “Ordinance”), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code. Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Our non-employee service providers and controlling shareholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits.

Awards granted under the 2022 Plan to U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price for “incentive stock options” must not be less than the fair market value on the date on which an option is granted, or 110% of the fair market value if the option holder holds more than 10% of our share capital. Notwithstanding the foregoing provisions, options may be granted with a per share exercise price of less than 100% of the fair market value per share on the date of grant pursuant to the issuance or assumption of an option in a transaction to which Section 424(a) of the Code applies in a manner consistent with said Section 424(a).

With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2022 Plan, the board may, in its discretion, accept cash, provide for net withholding of shares in a cashless exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to the Company or the trustee.

In the event of termination of a grantee’s employment or service with the Company or any of its affiliates, all vested and exercisable awards held by such grantee as of the date of termination generally may be exercised within three months after such date of termination. After such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the 2022 Plan. In the event of termination of a grantee’s employment or service with the company or any of its affiliates due to such grantee’s death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the twelve-month period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2022 Plan. Notwithstanding any of the foregoing, if a grantee’s employment or services with the Company or any of its affiliates is terminated for “cause” (as defined in the 2022 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2022 Plan.

Other than by will, the laws of descent and distribution or as otherwise provided under the 2022 Plan, neither the options nor any right in connection with such options are assignable or transferable.

In the event of a share split, reverse share split, share dividend, recapitalization, combination or reclassification of our shares, or any other increase or decrease in the number of issued shares effected without receipt of consideration by the company (but not including the conversion of any convertible securities of the company), the board in its sole discretion shall make an appropriate adjustment in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2022 Plan, to the class and kind of shares subject to the 2022 Plan, as well as the exercise price per share of each outstanding award, as applicable, the terms and conditions concerning vesting and exercisability and the term and duration of outstanding awards, or any other terms that the board adjusts in its discretion, or the type or class of security, asset or right underlying the award (which need not be only that of the Company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the above transactions); provided that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole share unless otherwise determined by the administrator. In the event of a distribution of a cash dividend to all shareholders, the administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by the Company, subject to applicable law.

In the event of a merger or consolidation, or a sale of all, or substantially all, of the Company’s shares or assets or other transaction having a similar effect on the Company, or change in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel the award and pay in cash, shares of the company, the acquirer or other corporation which is a party to such transaction or other property as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate.

On July 31, 2023, our board of directors and on October 2, 2023, our stockholders approved an amendment to the 2022 Plan to increase the number of shares of common stock authorized for issuance under the 2022 Plan by an additional 928,571 shares from 142,858 shares to 1,071,430 shares of our common stock. On September 9, 2024, our board of directors and on November 13, 2024, our stockholders approved an amendment to the 2022 Plan to further increase the number of shares of common stock authorized for issuance under the 2022 Plan by an additional 11,000,000 to 12,071,430 shares of our common stock.

Effect of Performance of the SEPA on our Stockholders

All 69,119,898 shares of our common stock being registered for resale by the Selling Stockholder under the registration statement that includes this prospectus which have been or may be issued or sold by us to the Selling Stockholder under the SEPA are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold until the earlier of January 2027 or when the Selling Stockholder has purchased an aggregate of $16,865,255 of our shares.

The sale by the Selling Stockholder of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to the Selling Stockholder, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the SEPA. If and when we do sell shares to the Selling Stockholder, after the Selling Stockholder has acquired the shares, the Selling Stockholder may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to the Selling Stockholder by us under the SEPA may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to the Selling Stockholder under the SEPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to the Selling Stockholder and the SEPA may be terminated by us at any time at our discretion without any cost to us.

If and when we elect to sell shares of our common stock to the Selling Stockholder pursuant to the SEPA, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering.

Pursuant to the SEPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Stockholder. Sales of our common stock, if any, to the Selling Stockholder under the SEPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our common stock that may be available for us to sell to the Selling Stockholder pursuant to the SEPA. Because the purchase price per share to be paid by the Selling Stockholder for the shares of common stock that we may elect to sell to the Selling Stockholder under the SEPA, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to the Selling Stockholder pursuant to the SEPA, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to the Selling Stockholder under the SEPA, the purchase price per share that the Selling Stockholder will pay for shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by the Selling Stockholder under the SEPA.

Moreover, although the SEPA provides that we may, in our discretion, from time to time after the date of this prospectus and during the term of the SEPA, direct the Selling Stockholder to purchase shares of our common stock from us in one or more purchases under the SEPA, for a maximum aggregate purchase price of up to $16,865,255 only 69,119,898 shares of common stock that we may issue and sell to the Selling Stockholder for cash consideration in purchases under the SEPA from time to time, at our sole discretion, during the term of the SEPA are being registered for resale under the registration statement of which this prospectus forms a part. If we elect to sell to the Selling Stockholder all of the 69,119,898 shares of common stock being registered for resale under this prospectus that are available for sale by us to the Selling Stockholder in purchases under the SEPA, depending on the market prices of our common stock at the time of such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the $16,865,255 total purchase commitment currently available to us under the SEPA, which could materially adversely affect our liquidity.

On February 8, 2024 at a special meeting of stockholders, our stockholders approved the issuance of 20% or more of the issued and outstanding shares of common stock (calculated at the time immediately prior to the execution of the SEPA) to the Selling Stockholder pursuant to the terms of the SEPA as required by Nasdaq Marketplace Rule 5635(d). Accordingly, we are able to request advances from the Selling Stockholder under the SEPA that will result in the issuance of more than 20% of our issued and outstanding shares of common stock in accordance with the terms of the SEPA, subject only to the Selling Stockholder’s 4.99% beneficial ownership limitation at the time of an advance.

However, we may be subject to limitations with respect to the maximum number of shares of common stock that may be registered for resale in this registration statement pursuant to Rule 415 under the Securities Act. If we elect to issue and sell to the Selling Stockholder more than the 69,119,898 shares of our common stock under the SEPA and to register them for resale by the Selling Stockholder hereunder, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by the Selling Stockholder such additional shares of our common stock we wish to sell from time to time under the SEPA, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to the Selling Stockholder under the SEPA. Furthermore, the issuance and sale by us of a substantial number of shares of common stock to the Selling Stockholder under the SEPA registered for resale by the Selling Stockholder hereunder could cause additional substantial dilution to our stockholders.

The number of shares of common stock ultimately resold by the Selling Stockholder through this prospectus is dependent upon the total number of shares of common stock, if any, we elect to issue and sell to the Selling Stockholder under the SEPA during the term of the SEPA. Issuances of our common stock to the Selling Stockholder under the SEPA will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any such issuance of shares of our common stock to the Selling Stockholder under the SEPA.

The following table sets forth the amount of gross proceeds we would receive from the Selling Stockholder from our sale of up to 69,119,898 shares of common stock (which excludes the 675,675 Commitment Shares we issued to the Selling Stockholder and the 574,325 Additional Commitment Shares) that we are registering hereby that we may issue and sell to the Selling Stockholder in the future under the SEPA at varying purchase prices:

Assumed Average Purchase Price Per Share			Number of Registered Shares to be Issued if Full Purchase(1)		Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Stockholder(2)			Proceeds from the Sale of Shares to the Selling Stockholder under the SEPA(1)
$	0.25	(3)		69,119,898		69.48	%	$	17,279,975
$	0.500			69,119,898		69.48	%	$	34,559,949
$	1.00			69,119,898		69.48	%	$	69,119,898
$	1.50			69,119,898		69.48	%	$	103,679,847
$	2.00			69,119,898		69.48	%	$	138,239,796

(1)	The SEPA Agreement provides that we may sell up to $16,865,255 of our common stock for resale under the registration statement of which this prospectus forms a part, to the Selling Stockholder for cash consideration in purchases under the SEPA from time to time, at our sole discretion, which may or may not cover all the shares of our common stock we ultimately sell to the Selling Stockholder under the SEPA, depending on the purchase price per share. We have included in this column only the 69,119,898 shares that we may issue and sell to the Investor for cash consideration in purchases under the Purchase Agreement that are being registered for resale in the offering made by this prospectus (excluding the 675,675 Commitment Shares and the 574,325 Additional Commitment Shares), without giving effect to the 19.99% limitation on the issuance of shares to the Selling Stockholder, since our stockholders approved the issuance of more than 20% of our issued and outstanding common stock pursuant to the SEPA. Accordingly, depending on the assumed average price per share, we may or may not be able to ultimately sell to the Selling Stockholder a number of shares of our common stock with a total value of $16,865,255.
(2)	The denominator is based on 33,356,412 shares of our common stock outstanding as of August 5, 2025 (which includes the 675,675 Commitment Shares issued to the Selling Stockholder but not the 574,325 Additional Commitment Shares which will be issued if the Selling Stockholder exercises the pre-funded warrant for these shares), adjusted to include the number of shares of our common stock set forth in the adjacent column. The numerator is based on the number of shares of our common stock set forth in the adjacent column.
(3)	The closing sale price of our common stock on July 29, 2025.

Standby Equity Purchase Agreement

On December 22, 2023, we entered into the SEPA with the Selling Stockholder, pursuant to which the Selling Stockholder agreed to purchase up to $20 million of the Company’s shares of common stock, over the course of 36 months after the date of the SEPA. The price of shares to be issued under the SEPA will be 94% of the VWAP of the Company’s common stock for the three trading days immediately following the delivery of each Advance notice by the Company (the “Pricing Period”). Each issuance and sale by the Company to the Selling Stockholder under the SEPA (an “Advance”) is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of the Company’s Common Stock, as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days immediately preceding an Advance notice or $500,000 in common stock.

With respect to each Advance, the Company has the option to notify the Selling Stockholder of a minimum acceptable price (“MAP”) by specifying the amount within an Advance notice. During any trading day within a Pricing Period, two conditions will trigger an automatic reduction to the amount of the Advance by one third: either (i) the VWAP of the common stock is below the MAP specified in the Advance notice, or (ii) when no VWAP is available (each such day, an “Excluded Day”). On each Excluded Day, an automatic one third reduction is applied to the specified Advance amount in the Advance notice and that day will be excluded from the Pricing Period.

Each Advance is subject to certain limitations, including that the Selling Stockholder cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding shares of common stock at the time of an Advance or acquiring more than 19.99% of the Company’s outstanding shares of common stock as of the date of the SEPA (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.” The Company obtained stockholder approval at a special meeting of stockholders held on February 8, 2024, accordingly, the Exchange Cap is no longer applicable.

The SEPA will terminate automatically on the earlier of December 22, 2027 or when the Selling Stockholder has purchased an aggregate of $20 million of the Company’s shares of common stock. The Company has the right to terminate the SEPA upon five trading days’ prior written notice to the Selling Stockholder.

In connection with and subject to the satisfaction of certain conditions set forth in the SEPA, upon the request of the Company, the Selling Stockholder will pre-advance to the Company up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). The Company can request $1,500,000 (half of the amount of the Pre-Advance) at any time until the earlier of (i) 120 days following December 22, 2023 and (ii) the effective date of the registration statement, and the balance can be requested after the effectiveness of the registration statement until 60 days after such effectiveness, in each case subject to the satisfaction of certain conditions as set forth in the SEPA. Each Pre-Advance made to the Company will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the SEPA and selling the Selling Stockholder shares, or any combination of (i) or (ii) as determined by the Company. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Selling Stockholder, any funds received by the Company pursuant to the SEPA for the sale of shares will first be used to satisfy any payments due under an outstanding Note.

As of the date hereof, $3,134,745 worth of shares have been sold to the Selling Stockholder with $16,865,255 of the total $20 million remaining for sale.

SELLING STOCKHOLDER

The following table sets forth the shares beneficially owned, as of August 5, 2025, by the Selling Stockholder prior to the offering contemplated by this prospectus but not including the securities purchased in the Purchase Agreement, the number of shares that the Selling Stockholder may offer and sell from time to time under this prospectus and the number of shares which the Selling Stockholder would own beneficially if all such offered shares are sold.

The Selling Stockholder is not a registered broker-dealer and is an affiliate of a registered broker-dealer. Neither the Selling Stockholder nor any of its affiliates have held a position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years except that (A) the Selling Stockholder had previously entered into a standby equity purchase agreement with us on July 23, 2023, pursuant to which we issued the Selling Stockholder a $700,000 promissory note on October 31, 2023 (which has been repaid in full), (B) the Selling Stockholder entered int the and the SEPA on December 22, 2023, pursuant to which we issued the Selling Stockholder a $1,500,000 promissory note on April 4, 2024 (which has been repaid in full) and (B) the Selling Stockholder entered into securities purchase agreement with the Company on December 10, 2024 for the purchase of 3,125,000 units consisting of 600,000 shares of Common Stock, 2,525,000 pre-funded warrants to purchase Common Stock, and 4,678,500 warrants to purchase Common Stock.

Under the terms of the SEPA, the Selling Stockholder may not purchase or acquire or be obligated to purchase or acquire shares to the extent that such purchase or acquisition would cause the Selling Stockholder, together with its affiliates, to beneficially owning in excess of 4.99% of the Company’s outstanding capital stock. The number of shares in the second and third column do not reflect this limitation. The Selling Stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution”.

Selling Stockholder		Number of Shares Beneficially Owned Prior to the Offering				Maximum Number of Shares Being Offered				Number of Shares Beneficially Owned After the Offering				Percentage of Shares Beneficially Owned After the Offering(3)
YA II PN, Ltd. (1) 1012 Springfield Avenue Mountainside, NJ 07092			675,675	(2)			70,369,989				0				4.99	%

	(1)	Yorkville is a fund managed by YA II PN, Ltd. are made by Mark Angelo. The business address for YA II PN, Ltd. is 1012 Springfield Avenue, Mountainside, New Jersey 07092.
	(2)	Consists of 675,675 Commitment Shares. In addition, the Selling Stockholder has the right to acquire additional shares of Common Stock pursuant to (ii) 574,325 Additional Commitment Shares in connection with the pre-funded warrants, (iii) 650,000 shares issuable upon the exercise of pre-funded warrants issued in connection with the December 10, 2024 securities purchase agreement, and (iv) 1,500,000 shares issuable upon the exercise of warrants issued in connection with the December 10, 2024 securities purchase agreement. Such warrants and pre-funded warrants may not be exercised to the extent that, after giving effect to such exercise, the Selling Stockholder (together with its affiliates) would beneficially own in excess of 4.99% of the Company’s common stock.
	(3)	Based on 33,356,412 shares of common stock outstanding as of August 5, 2025.

DESCRIPTION OF CAPITAL STOCK

General

The following description of our capital stock is intended as a summary only. We refer you to our Articles of Incorporation and Bylaws which have been filed as exhibits to the registration statement of which this prospectus is a part, and to the applicable provisions of the Nevada Revised Statutes.

Name of exchange on which registered

Our common stock is listed on the Nasdaq Capital Market under the symbol “NXTS”.

Common Stock

The Company’s Articles of Incorporation authorizes 495,000,000 shares of common stock, par value $0.0001 per share.

~~On October 5, 2023, our 1-for-7 reverse stock split, became effective.~~ As of ~~August~~July 510, ~~2025~~2026, there were 331,~~356~~453,~~412~~333 shares of common stock outstanding.

On September 22, 2025, our 1-for-35 reverse stock split became effective. On April 8, 2026, our 1-for-7 reverse stock split became effective.

We implemented a 1-for-35 reverse stock split of our outstanding common stock, which became effective on the Nasdaq Capital Market on September 22, 2025, or the September Reverse Stock Split. As a result of the September Reverse Stock Split, every thirty-five shares of common stock outstanding immediately prior to effectiveness were combined and reclassified into one share of common stock. On April 8, 2026, we effected a 1-for-7 reverse stock split of our outstanding common stock, or the April Reverse Stock Split, and together with the September Reverse Stock Split, the Reverse Stock Splits. As a result of the April Reverse Split, every seven shares of common stock outstanding immediately prior to effectiveness were combined and reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Splits; any fractional shares were rounded to the nearest whole share. The number of authorized shares of common stock and the par value per share were not affected by the Reverse Stock Splits. The share and per share information in this prospectus have been adjusted for the Reverse Stock Splits, however, share and per share information have not been adjusted in information and documents incorporated by reference into this prospectus, which were originally filed prior to September 22, 2025 or prior to April 8, 2026, as applicable.

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock have no cumulative voting rights, preemptive, conversion, redemption or subscription rights and there are no sinking fund provisions applicable to our common stock.

Liquidation Rights

In the event of our liquidation, dissolution or winding-up, holders of our common stock have the right under Section 78.590 of the Nevada Revised Statutes to a ratable portion of assets remaining after satisfaction in full of the prior rights of our creditors, all liabilities and the total liquidation preferences of any outstanding shares of preferred stock.

Dividends

Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of our assets which are legally available.

Preferred Stock

Our Articles of Incorporation authorizes 5,000,000 shares of preferred stock, par value $0.0001 per share. As of ~~August~~July 51, ~~2025~~2026, ~~there~~ there were no shares of preferred stock outstanding. The board of directors is authorized to provide for the issuance of these unissued ~~shares~~ shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof.

Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Issuance of preferred stock by our board of directors may result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the holders of our common stock.

Prior to the issuance of shares of each series of preferred stock, the board of directors is required by the Nevada Revised Statutes, and our Articles of Incorporation to adopt resolutions and file a certificate of designation with the Secretary of State of the State of Nevada. The certificate of designation fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following:

	●	the number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors;
	●	the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date;
	●	whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;
	●	whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine;
	●	whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;
	●	whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
	●	whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect;
	●	the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and
	●	any other relative rights, preferences and limitations of that series.

Once designated by our board of directors, each series of preferred stock may have specific financial and other terms.

Anti-Takeover Provisions

The provisions of Nevada Revised Statutes, our Articles of Incorporation and our Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of the Company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Articles of Incorporation and Bylaw Provisions

Our Articles of Incorporation and our Bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:

●

Board of directors’ vacancies. Our Articles of Incorporation provide that vacancies on the board of directors may be filled only by the affirmative vote of two-thirds of the directors then in office, irrespective of whether there is a quorum. Additionally, the number of directors to serve on our board of directors is fixed solely and exclusively by resolution duly adopted by our board of directors. This would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

●

Staggered Board. Our Articles of Incorporation provide that the board of directors shall be divided into three classes, Class I, Class II and Class III, with each class having as equal a number of members as reasonably possible, with staggered three-year terms. This could discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire.

●

Special meetings of stockholders. Our Articles of Incorporation and Bylaws provide that special meetings of our stockholders may be called by the board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office, and special meetings of stockholders may not be called by any other person or persons.

●

No cumulative voting. Nevada Revised Statutes provide that a Nevada corporation may provide for cumulative voting.in the election of directors so long as certain procedures are followed. Our Articles of Incorporation do not provide for cumulative voting.

●

Amendment of Articles of Incorporation. Any amendment of our Articles of Incorporation requires the affirmative vote of the majority of the outstanding shares of capital stock entitled to vote on such amendment, and the affirmative vote of the majority of the outstanding shares of each class entitled to vote thereon as a class. Amendments to the Bylaws may be executed pursuant to a resolution by the board of directors pursuant to an affirmative vote of a majority of the directors then in office, or by the affirmative vote of at least 75% of the outstanding shares of capital stock entitled to vote.

●

Issuance of undesignated preferred stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock, which may be converted into large numbers of shares of Common Stock, would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

● Nevada Business Combination Statute. We are subject to the “business combination” provisions of Nevada Revised Statutes. In general, Sections78.411 to 78.444 of the Nevada Revised Statutes prohibits a Nevada corporation with at least 200 stockholders from engaging in a business combination with an interested stockholder for a period of two years following the date such person becomes an interested stockholder, unless the business combination or the transaction in which such person becomes an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person that, together with affiliates and associates, owns, or within two years prior to the determination of interested stockholder status did own, 10% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, and the anti-takeover effect includes discouraging attempts that might result in a premium over the market price for the shares of our common stock.

	●	Nevada Business Combination Statute. We are subject to the “business combination” provisions of Nevada Revised Statutes. In general, Sections 78.411 to 78.444 of the Nevada Revised Statutes prohibits a Nevada corporation with at least 200 stockholders from engaging in a business combination with an interested stockholder for a period of two years following the date such person becomes an interested stockholder, unless the business combination or the transaction in which such person becomes an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person that, together with affiliates and associates, owns, or within two years prior to the determination of interested stockholder status did own, 10% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, and the anti-takeover effect includes discouraging attempts that might result in a premium over the market price for the shares of our common stock.

	●	Exclusive forum. Unless we consent in writing to the selection of an alternative forum, the state and federal courts of the State of Nevada are the sole and exclusive forums for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Nevada Revised Statutes, our Articles of Incorporation or our By-laws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.

38Transfer Agent

●The ~~Exclusive~~transfer ~~forum.~~agent ~~Unless we consent in writing to the selection of an alternative forum, the state~~ and ~~federal~~registrar ~~courts of the State of Nevada are the sole and exclusive forums~~ for ~~(i)~~our ~~any~~common ~~derivative~~stock ~~action~~is orSecurities ~~proceeding~~Transfer ~~brought~~Corporation. onThe ~~our~~transfer ~~behalf,~~agent ~~(ii)~~and ~~any~~registrar’s ~~action asserting~~address ais ~~claim~~2901 ofN ~~breach~~Dallas ~~of a fiduciary duty owed by any of our directors~~Parkway, ~~officers~~Suite ~~or other employees to us or our stockholders~~380, ~~(iii) any action asserting a claim arising pursuant to any provision of the Nevada Revised Statutes~~Planto, ~~our~~Texas ~~Articles of Incorporation or our By-laws, or (iv) any action asserting a claim against us governed by the internal affairs doctrine~~75093. ~~This~~The ~~choice~~transfer ~~of forum provision may limit a stockholder~~agent’s ~~ability~~telephone tonumber ~~bring~~is a(469) claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees633-0101.

PLAN OF DISTRIBUTION

The ~~Selling~~selling ~~Stockholder~~stockholders and any of ~~its~~their pledgees, donees, transferees, assignees ~~and~~or other successors-in-interest may, from time to time, sell, transfer or otherwise dispose of any or all of their ~~securities covered~~shares ~~hereby~~of oncommon ~~the~~stock ~~Nasdaq~~or ~~Capital~~interests ~~Market~~in orshares ~~any~~of ~~other~~common stock on any stock exchange, market or trading facility on which the ~~securities~~shares are traded or in private transactions. These ~~sales~~dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The ~~Selling~~selling ~~Stockholder~~stockholders may use ~~any~~ one or more of the following methods when ~~selling~~disposing ~~securities~~of the shares or interests therein:

● distributions to members, partners, stockholders or other equity holders of the selling stockholders; ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer so engaged will attempt to sell the ~~securities~~shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● to or through broker-dealers or underwriters; ● purchases by a broker-dealer as principal and resale by ~~the~~such broker-dealer for its own account pursuant to this prospectus; ● an ~~exchange~~over-the-counter distribution in accordance with the rules of the applicable exchange; ● ~~privately~~in ~~negotiated~~“at ~~transactions;~~the ●market” ~~settlement~~offerings, ofas ~~short~~defined ~~sales;~~in ●Rule in415 ~~transactions~~under ~~through~~the ~~broker-dealers~~Securities ~~that~~Act, ~~agree~~at ~~with~~negotiated prices, at prices prevailing at the ~~Selling~~time ~~Stockholder~~of tosale ~~sell~~or aat ~~specified~~prices ~~number~~related ofto such prevailing market prices, including sales made directly on a national securities atexchange or sales made through a ~~stipulated~~market ~~price~~maker ~~per~~other ~~security~~than on an exchange or other similar offerings through sales agents; ● privately negotiated transactions; ● through the writing or settlement of options or other hedging transactions entered into after the effective date of the registration statement of which this prospectus is a part, whether through an options exchange or otherwise; ● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; ● a combination of any ~~such~~of the above methods of ~~sale~~disposition; or ● any other method permitted pursuant to applicable law.

The ~~Selling~~selling ~~Stockholder~~stockholders ismay analso ~~“underwriter”~~sell ~~within~~shares ~~the~~under ~~meaning~~Rule of144 ~~Section~~or ~~2(a)(11)~~Rule of904 under the Securities Act, ~~and~~if ~~any profits on the sales of the securities by the selling stockholder and any discounts~~available, ~~commissions~~ or ~~concessions~~Section ~~received~~4(a)(1) by under the ~~selling~~Securities ~~stockholder are~~Act, ~~deemed~~rather tothan ~~be underwriting discounts and commissions~~ under ~~the~~this ~~Securities Act~~prospectus.

~~The~~Broker-dealers ~~Selling~~engaged ~~Stockholder~~by ~~has~~the ~~informed~~selling usstockholders ~~that~~may itarrange ~~intends~~for toother ~~use one or more registered~~ broker-dealers, ~~which may include an affiliate of the Selling Stockholder,~~ to ~~effectuate~~participate ~~all~~in sales,. ifBroker-dealers ~~any, of our Common Shares that it~~ may ~~acquire~~receive ~~from us pursuant to the SEPA. Such sales~~commissions ~~will be made at prices and at terms then prevailing~~ or atdiscounts ~~prices~~from ~~related to~~ the ~~then-current~~selling ~~market~~stockholders ~~price. Such registered broker- dealer including any affiliate of the Selling Stockholder may~~(or, ~~in some circumstances (for instance~~ if ~~such~~any ~~registered~~ broker-dealer~~’s involvement~~ isacts ~~not~~as ~~limited~~agent tofor ~~receiving~~the ~~commission~~purchaser ~~not~~of inshares, ~~excess~~from of the ~~usual and customary distributors’ or sellers’ commissions~~purchaser), in beamounts ~~considered~~ to be ~~an underwriter within the meaning of Section 2(a)(11) of the Securities Act~~negotiated. The ~~Selling~~selling ~~Stockholder~~stockholders ~~has~~do ~~informed us~~not ~~that~~expect ~~each~~these ~~such broker-dealer may receive~~ commissions ~~from the Selling Stockholder for executing such sales for the Selling Stockholder~~ and, ifdiscounts ~~so,~~to ~~such~~exceed ~~commissions~~what ~~will~~is ~~not exceed~~ customary ~~brokerage commissions. Any affiliated broker-dealer that may participate~~ in the ~~distribution~~ types of ~~shares~~transactions ~~pursuant to this prospectus will do so in compliance with the provisions of Regulation M under the Exchange Act, and, to the extent applicable, FINRA Rule 5121~~involved.

The ~~resale~~selling ~~securities~~stockholders ~~will~~may, befrom ~~sold~~time ~~only~~to ~~through~~time, ~~registered~~pledge or ~~licensed~~grant ~~brokers~~a security interest in some or ~~dealers~~all ifof ~~required~~the ~~under~~shares ~~applicable~~of ~~state~~common ~~securities~~stock ~~laws.~~owned by Inthem ~~addition~~and, if they default in ~~certain~~the ~~states~~performance of their secured obligations, the ~~resale~~pledgees ~~securities~~or ~~covered~~secured ~~hereby~~parties may ~~not~~offer beand ~~sold~~sell ~~unless~~shares of ~~they~~common ~~have~~stock ~~been~~from ~~registered~~time to time under this prospectus, or ~~qualified~~under ~~for~~a supplement or amendment to this prospectus under Rule 424(b)(3) or ~~sale~~other inapplicable provision of the ~~applicable~~Securities ~~state~~Act oramending anthe ~~exemption~~list ~~from~~of selling stockholders to include the ~~registration~~pledgee, transferee or ~~qualification~~other successors ~~requirement~~in isinterest ~~available~~as ~~and~~selling isstockholders ~~complied~~under ~~with~~this prospectus.

39Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, we will file a supplement to this prospectus if then required in accordance with applicable securities law.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholder or any other person.20

WeThe ~~may~~selling ~~from~~stockholders ~~time~~also tomay ~~time~~transfer ~~file with~~ the ~~SEC~~shares ~~one or more supplements to this prospectus or amendments to the registration statement~~ of ~~which this~~common ~~prospectus~~stock ~~forms~~in aother ~~part to amend~~circumstances, ~~supplement, or update information contained~~ in ~~this~~which ~~prospectus,~~case ~~including, if and when required under~~ the ~~Securities Act~~transferees, topledgees ~~disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including with respect to any compensation paid~~ or ~~payable by the Selling Stockholder to any brokers, dealers, underwriters,~~ orother ~~agents~~successors ~~that participate~~ in ~~the~~interest ~~distribution~~will ofbe ~~such shares by~~ the ~~Selling~~selling ~~Stockholder,~~beneficial ~~and~~owners ~~any~~for ~~other~~purposes ~~related~~of ~~information~~this ~~required to be disclosed under the Securities Act~~prospectus.

~~The~~In ~~Selling~~connection ~~Stockholder~~with ~~has~~the ~~represented~~sale toof usthe ~~that~~shares atof nocommon ~~time~~stock ~~prior~~or tointerests ~~the~~in ~~date~~shares of ~~the~~common ~~SEAPA~~stock, ~~has~~ the ~~Selling~~selling ~~Securityholder~~stockholders ormay ~~any~~enter ~~entity~~into ~~managed~~hedging ortransactions ~~controlled~~with bybroker-dealers ~~the~~or ~~Selling~~other ~~Stockholder~~financial ~~engaged~~institutions, inwhich ormay ~~effected,~~ in ~~any~~turn ~~manner~~engage ~~whatsoever,~~in ~~directly~~short orsales ~~indirectly,~~of ~~for~~the ~~its~~common ~~own~~stock ~~account~~in ~~or for~~ the ~~account~~course of ~~any~~hedging ofthe ~~its~~positions ~~affiliates,~~they ~~any~~assume. ~~short~~The ~~sale~~selling orstockholders ~~any~~may ~~transaction~~also ~~that~~sell ~~establishes~~shares aof ~~net~~common stock short ~~position~~and ~~with~~deliver ~~respect~~these securities to ~~our~~close ~~Common~~out ~~Shares.~~their ~~The~~short ~~Selling~~positions, ~~Stockholder~~or ~~has~~loan ~~agreed~~or ~~that,~~pledge ~~during~~ the ~~term~~common ofstock ~~the~~to ~~SEPA,~~broker-dealers ~~none~~that ofin ~~the~~turn ~~Selling~~may ~~Stockholder,~~sell ~~its~~these ~~officers,~~securities. ~~its~~The ~~sole~~selling ~~member,~~stockholders ormay ~~any~~also ~~entity~~enter ~~managed~~into option or ~~controlled~~other bytransactions ~~the~~with ~~Selling~~broker-dealers ~~Stockholder~~or ~~will~~other ~~enter~~financial ~~into~~institutions or ~~effect,~~the creation ~~directly~~of one or ~~indirectly,~~more ~~any of~~derivative ~~the~~securities ~~foregoing~~which ~~transactions~~require ~~for~~the ~~its~~delivery ~~own~~to ~~account~~such broker-dealer or ~~for~~other ~~the~~financial ~~account~~institution of ~~any~~shares offered ~~other~~by this prospectus, which shares such ~~person~~broker-dealer or ~~entity~~other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

~~management’s~~The ~~discussion~~selling stockholders and ~~analysis~~any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of ~~financial~~the ~~condition~~Securities ~~and~~Act ~~results~~in connection with such sales. In such event, any profits realized by such selling stockholders or compensation received by such broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act. The maximum commission or discount to be received by any member of ~~operations~~the Financial Industry Regulatory Authority (FINRA) or independent broker-dealer will not be greater than 8% of the initial gross proceeds from the sale of any security being sold.

~~The~~We ~~following~~have ~~discussion~~advised ~~and~~the ~~analysis~~selling ofstockholders ~~our~~that ~~financial~~they ~~condition~~are ~~and~~required ~~results~~to ofcomply ~~operations should be read in conjunction~~ with ~~our~~Regulation ~~financial statements~~M ~~and~~promulgated under the ~~related~~Exchange ~~notes~~Act ~~appearing~~during ~~elsewhere in this prospectus. In addition to historical information, the following discussion~~such ~~contains~~time ~~forward-looking~~as ~~statements~~they ~~that~~may ~~involve~~be ~~risks,~~engaged ~~uncertainties~~in ~~and assumptions. See “Forward-looking Statements” for~~ a ~~discussion~~distribution of the ~~uncertainties and assumptions associated with these statements~~shares. ~~Our~~The ~~actual~~foregoing ~~results~~ may ~~differ~~affect ~~materially~~the ~~from~~marketability ~~those discussed~~of ~~below~~the common stock.

~~Results~~The aggregate proceeds to the selling stockholders from the sale of ~~Operations~~the common stock offered hereby will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

~~Comparison~~We ofare ~~the~~required ~~Year~~to ~~Ended~~pay ~~December~~all ~~31,~~fees ~~2024~~and expenses incident to the ~~Year~~registration ~~Ended~~of ~~December~~the ~~31, 2023~~shares.

~~Revenues and Cost of Revenues~~21

~~Our~~LEGAL ~~total revenue consists of products and our cost of revenues consists of cost of products.~~MATTERS

The ~~following~~validity ~~table~~of ~~discloses~~ the ~~breakdown~~common ofstock ~~revenues~~being ~~and~~offered ~~costs~~by ofthis ~~revenues:~~prospectus has been passed upon for us by Greenberg Traurig P.A.

	Year Ended December 31
	2024			2023
Revenues from sale of products	$	210,000		$	263,000
Cost of sales		(165,000	)		(55,000	)
Gross profit	$	45,000		$	208,000

Operating Expenses

Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.

Research and Development Expenses, net

Our research and development expenses consist primarily of professional fees and other related research and development expenses such as field tests.

The following table sets forth the breakdown of research and development expenses:

	Year Ended December 31
	2024		2023
Salaries and related expenses	$	-	$	71,000
Subcontractors		353,000		138,000
Laboratory and field tests		-		2,000
Depreciation		2,000		13,000
IPR&D		-		1,662,000
Other expenses		14,000		52,000
Total	$	369,000	$	1,938,000

We implemented certain cost reduction measures in 2023, including, the reduction of our research and development expenses, as we decided to focus on marketing and sales to try to materialize the efforts of our pilots conducted during 2022 and 2023. Following our August 29, 2023 Exchange Agreement with Yaaran Investment Ltd. we recorded IPR&D costs associated with such transaction, for further information, see Research and Development Expenses below.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses, share based compensation and other expenses.

The following table sets forth the breakdown of selling and marketing expenses:

	Year Ended December 31
	2024		2023
Salaries and related expenses	$	84,000	$	157,000
Share based compensation		1,000		-
Professional services		50,000		31,000
Travel expenses		25,000		13,000
Other expenses		78,000		71,000
Total	$	238,000	$	272,000

General and Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses.

The following table sets forth the breakdown of general and administrative expenses:

	Year Ended December 31
	2024		2023
Professional services	$	2,119,000	$	1,900,000
Share based compensation		1,058,000		2,562,000
Salaries and related expenses		36,000		233,000
Legal expenses		271,000		276,000
Insurance		164,000		246,000
Registration fees		53,000		262,000
Other expenses		57,000		97,000
Total	$	3,758,000	$	5,576,000

Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023

The following table summarizes our results of operations for the years ended December 31, 2024 and 2023.:

	Year Ended December 31
	2024			2023
Revenues from sales of products	$	210,000		$	263,000
Cost of sales		(165,000	)		(55,000	)
Gross profit		45,000			208,000
Research and development expenses		(369,000	)		(1,938,000	)
Selling and marketing expenses		(238,000	)		(272,000	)
General and administrative expenses		(3,758,000	)		(5,576,000	)
Operating loss		(4,320,000	)		(7,578,000	)
Finance (expenses) income, net		(155,000	)		47,000
Other income		428,000			985,000
Changes in fair value of an investment in an associate measured under the fair value option		(1,300,000	)		(714,000	)
Net loss		(5,347,000	)		(7,260,000	)
Less: Net loss attributable to non-controlling interests		154,000			738,000
Net loss attributable to the Company’s stockholders		(5,193,000	)		(6,522,000	)
Loss per share (basic and diluted)		(0.89	)		(5.43	)
Weighted average number of shares of common stock outstanding		5,846,231			1,200,608

Revenues

Revenues for the year ended December 31, 2024 were $210,000, a decrease of $53,000, or 20%, compared to revenues of $263,000 for the year ended December 31, 2023. The decrease is mainly a result of a decrease in our sales in Mexico.

Cost of Sales

Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products. Cost of sales for the year ended December 31, 2024 was $165,000, an increase of $110,000, or 200%, compared to total cost of sales of $55,000 for the year ended December 31, 2023. The increase is mainly a result of inventory write-off in South Africa and Turkey and unexpected surge in material consumption due to temporary malfunction in our US client.

Gross Profit

Gross profit for the year ended December 31, 2024 was $45,000, a decrease of $163,000, or 78%, compared to gross profit of $208,000 for the year ended December 31, 2023. The decrease is mainly a result of the increase in cost of sales.

Research and Development Expenses

Research and development expenses consist of consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses for the year ended December 31, 2024 were $369,000, a decrease of $1,569,000, or 81%, compared to research and development expenses of $1,938,000 for the year ended December 31, 2023. The decrease is mainly attributable to a decrease in Save Foods Ltd.’s expenses as a result of the implementation of certain cost reduction measures, including a reduction in Save Foods Ltd.’s research and development budget in light of prevailing macroeconomic conditions and the shift of our focus to the commercialization of our solutions and converting recently completed pilots into paying customers. Additionally, certain results of our operations relating to Save Foods Ltd., were offset by an increase in professional fees associated with NTWO OFF Ltd.’s research and development activities.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the year ended December 31, 2024 were $238,000, a decrease of $34,000 or 13%, compared to selling and marketing expenses of $272,000 for the year ended December 31, 2023. The decrease is mainly attributable to the decrease in salaries and related costs associated with our reduction in personnel following our cost reduction measures.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. 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 general and administrative expenses of $5,576,000 for the year ended December 31, 2023. The decrease is mainly a result of the decrease in share-based compensation to our employees and service providers, salaries and related costs, insurance costs and franchise tax related to the Company’s reincorporation in Nevada from Delaware offset partially by an increase of professional services.

Financing (expenses) Income, Net

Financing expenses, net for the year ended December 31, 2024 was $155,000, an increase of $202,000, or 430%, compared to financing income of $47,000 for the year ended December 31, 2023. The increase in financing expenses is mainly a result of the interest on a $1,500,000 promissory note issued to YA II PN, Ltd. on April 4, 2024.

Total net Loss

As a result of the foregoing, our total net loss for the year ended December 31, 2024 was $5,347,000, compared to $7,260,000 for the year ended December 31, 2023, a decrease of $1,913,000, or 26%.

Critical Accounting Policies and Estimates

We describe our significant accounting policies more fully in Note 2 to our consolidated financial statements included elsewhere in this prospectus. We believe that the accounting policy described in Note 2 is critical in order to fully understand and evaluate our financial condition and results of operations.

We prepare our financial statements in accordance with the Generally Accepted Accounting Principles in the United States of America (“GAAP”). At the time of the preparation of the financial statements, our management is required to use estimates, evaluations and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

Stock-based Compensation

Employees and other service providers of our company may receive benefits by way of stock-based compensation settled with company options exercised for shares of our common stock. The cost of transactions with employees settled with capital instruments is measured based on the fair value of the capital instruments on the granting date. The fair value is determined using an accepted options pricing model. The model is based on share price, grant date and on assumptions regarding expected volatility and expected lifespan.

The cost of the transactions settled with capital instruments is recognized in profit or loss together with a corresponding increase in the equity over the period in which the performance and/or service takes place, and ending on the date on which the relevant employees are entitled to the benefits (the “Vesting Period”). The aggregate expense recognized for transactions settled with capital instruments at the end of each reporting date and until the Vesting Period reflects the degree to which the Vesting Period has expired. The expense or income in profit or loss reflects the change of the aggregate expense recognized as of the end of the reported period.

Liquidity and Capital Resources

Since our inception through December 31, 2024, we have funded our operations, principally with the issuance of equity and debt.

As of December 31, 2024, we had cash of $2,185,000, as compared to $4,447,000 as of December 31, 2023. As of December 31, 2024, we had a working capital of $2,512,000, as compared to $4,687,000 as of December 31, 2023. The decrease in our cash balance is mainly attributable to cash used in operations and cash used in investing activities.

The table below presents our cash flows for the periods indicated:

	Year Ended December 31
	2024			2023
Net cash used in operating activities	$	(3,419,000	)	$	(3,234,000	)
Net cash used in investing activities		(1,889,000	)		(1,519,000	)
Net cash provided by financing activities		3,047,000			3,473,000
Effect of exchange rate changes on cash and cash equivalents		(8,000	)		7,000
Decrease in cash and cash equivalents and restricted cash	$	(2,269,000	)	$	(1,273,000	)

Operating Activities

Net cash used in operating activities was $3,419,000 for the year ended December 31, 2024, as compared to $3,234,000 for the year ended December 31, 2023. Cash used in operating activities mainly consists of our net loss, less non-cash items such as change in fair value of investment in nonconsolidated affiliate, gains from standby equity purchase agreement and issuance of shares to employees and service providers. The increase in net cash used in operating activities is also attributable to payments made to cover other liabilities and increase in accounts receivables, net.

Investing Activities

Net cash used in investing activities was $1,889,000 for the year ended December 31, 2024, as compared to net cash used in investing activities of $1,519,000 for the year ended December 31, 2023. The increase is mainly attributable to the investment in renewable energy projects and loans granted to Solterra, offset by a decrease in investment in Plantify in April and September 2023.

Financing Activities

Net cash provided by financing activities was $3,047,000 for the year ended December 31, 2024, as compared to $3,473,000 for the year ended December 31, 2023. The decrease is mainly the result of proceeds of $3,473,000 from standby equity purchase agreements in each of October 2023 and December 2023 compared to proceeds of $3,135,000 during 2024.

Financial Arrangements

On August 18, 2022, we closed an underwritten offering (the “August 2022 Underwritten Offering”) pursuant to which we issued a total of 228,572 shares of common stock at a public offering price of $21.00 per share. In connection with the August 2022 Underwritten Offering, we agreed to grant the underwriter a 45-day option to purchase up to 34,286 additional shares of common stock at the public offering price of $21.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue ThinkEquity LLC, as representative (the “Representative”) a five-year warrant to purchase up to 11,429 shares of common stock, at a per share exercise price equal to 125% of the August 2022 Underwritten Offering price per share of common stock. The gross proceeds from the August 2022 Underwritten Offering were approximately $4,800,000.

On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement will be 94% of the lowest volume-weighted average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. We may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. We cannot request any such advances after January 31, 2024.

On December 22, 2023, we entered into the Purchase Agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million of the common stock over the course of 36 months from the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each Advance notice by us. The Purchase Agreement will terminate automatically on the earlier of December 22, 2027, or when the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor. As of March 29, 2024, we have sold the Investor 28,333 shares of common stock at an average purchase price of $1.50.

In connection with and subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon our request, the Investor pre-advanced to us up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the Purchase Agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by us pursuant to the Purchase Agreement for the sale of shares will first be used to satisfy any payments due under an outstanding Note.

Going Concern

Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of December 31, 2024, we had an accumulated deficit of $34,553,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the report date.

We believe that our existing capital resources will be sufficient to support our operating plan through the beginning of the fourth quarter of 2025; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.

As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this prospectus do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.

Three Months Ended March 31, 2025 compared to three months ended March 31, 2024

Results of Operations

Our total revenue consists of the sale of products and our cost of revenues consists of cost of products.

The following table sets forth our revenues and costs of revenues:

	Three Months Ended March 31,
U.S. dollars in thousands	2025			2024
Revenues from sales of products		66,000			44,000
Cost of sales		(14,000	)		(28,000	)
Gross profit		52,000			16,000

Operating Expenses

Our operating expenses consist of three components — research and development expenses, selling and marketing expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist primarily of professional fees and other related research and development expenses.

	Three Months Ended March 31,
U.S. dollars in thousands	2025		2024
Subcontractors		20,000		113,000
Depreciation		-		1,000
Other expenses		-		2,000
Total		20,000		116,000

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses, professional fees, travel and other expenses.

	Three Months Ended March 31,
U.S. dollars in thousands	2025		2024
Salaries and related expenses		14,000		25,000
Professional fees		15,000		2,000
Travel expenses		-		6,000
Other expenses		18,000		24,000
Total		47,000		57,000

General and Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation, salaries, insurance and other non-personnel related expenses.

	Three Months Ended March 31,
U.S. dollars in thousands	2025		2024
Professional services		425,000		442,000
Share based compensation		41,000		140,000
Salaries and related expenses		29,000		40,000
Legal expenses		39,000		50,000
Insurance		39,000		43,000
Registration fees		19,000		14,000
Other expenses		12,000		13,000
Total		604,000		742,000

Three months ended March 31, 2025 compared to three months ended March 31, 2024

Revenues

Revenues for the three months ended March 31, 2025 were $66,000, an increase of $22,000 or 50%, compared to $44,000 during the three months ended March 31, 2024. The increase is mainly a result of an increase in sales to our US client.

Cost of Sales

Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products. Cost of sales for the three months ended March 31, 2025 was $14,000, a decrease of $14,000, or 50%, compared to the cost of sales of $28,000 for the three months ended March 31, 2024. The decrease is mainly a result of an inventory write-off in Turkey in 2024 and a decrease in salaries.

Gross Profit

Gross profit for the three months ended March 31, 2025 was $52,000, an increase of $36,000, or 225%, compared to a gross profit of $16,000 for the three months ended March 31, 2024. The increase is mainly a result of the decrease in cost of sales.

Research and Development Expenses

Research and development expenses consist of service providers’ costs and overhead expenses. Research and development expenses for the three months ended March 31, 2025 were $20,000, a decrease of $96,000, or 83%, compared to research and development expenses of $116,000 for the three months ended March 31, 2024. The decrease is mainly attributable to decrease in professional fees associated with NTWO OFF Ltd.’s activities.

Selling and Marketing Expenses

Selling and marketing expenses consisted primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the three months ended March 31, 2025 were $47,000, a decrease of $10,000, or 19%, compared to total selling and marketing expenses of $57,000 for the three months ended March 31, 2024. The decrease is mainly attributable to the decrease in salaries, and related costs associated with our sales, resulting from a reduction in personnel following our cost reduction measures in 2024 offset by an increase in professional fees.

General and Administrative Expenses

General and administrative expenses consisted primarily of professional services, share based compensation and salaries and related expenses, as well as other non-personnel related expenses such as legal expenses, directors fees and insurance costs. General and administrative expenses for the three months ended March 31, 2025 were $604,000, a decrease of $138,000, or 19%, compared to general and administrative expenses of $742,000 for the three months ended March 31, 2024. The decrease is mainly a result of the decrease in share-based compensation, professional services and insurance costs.

Financing (expenses) Income, Net

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 three months ended March 31, 2024. The increase is mainly a result of an increase in financing expenses related to changes in the fair value of PIPE’s warrant liability and credit facility.

Total Comprehensive Loss

As a result of the foregoing, our total comprehensive loss for the three months ended March 31, 2025 was $1,257,000 compared to $822,000 for the three months ended March 31, 2024, an increase of $435,000, or 53%.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through March 31, 2025, we have funded our operations, principally with the issuance of equity and debt.

As of March 31, 2025, we had cash and cash equivalents of $2,724,000, as compared to $3,490,000 as of March 31, 2024. As of March 31, 2025, we had a working capital of $3,359,000, as compared to $3,861,000 as of March 31, 2024. The decrease in our cash balance is mainly attributable to cash used in operations and cash used in investing activities offset by cash provided by financing activities.

On August 18, 2022, we issued an aggregate of 228,572 shares of common stock at a public offering price of $21.00 per share in an underwritten offering for gross proceeds of approximately $4,800,000. In connection therewith, we granted the underwriter a 45-day option to purchase up to 34,286 additional shares of common stock at the public offering price of $21.00 per share, less underwriting discounts and commissions solely to cover over-allotments and issued ThinkEquity LLC a five-year warrant to purchase up to 11,429 shares of common stock, at a per share exercise price equal to 125% of the August 2022 Underwritten Offering price per share of common stock.

On July 23, 2023, we entered into a standby equity purchase agreement with the Selling Stockholder, pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, subject to certain limitations, including that (i) the Selling Stockholder cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.

On December 22, 2023, we entered into an additional standby equity purchase agreement with the Selling Stockholder, pursuant to which the Selling Stockholder has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 2027, or when the Selling Stockholder has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the purchase agreement upon five trading days’ prior written notice to the Selling Stockholder. We have sold 6,666,667 shares of common stock at an average purchase price of $0.47 to the Selling Stockholder.

In connection with and subject to the satisfaction of certain conditions set forth in the purchase agreement, upon our request, the Selling Stockholder pre-advanced to us up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the purchase agreement and selling the Selling Stockholder shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Selling Stockholder, any funds received by us pursuant to the purchase agreement for the sale of shares will first be used to satisfy any payments due under an outstanding.

The table below presents our cash flows for the periods indicated:

	Three Months Ended March 31,
	2025			2024
Net cash used in operating activities		(809,000	)		(1,008,000	)
Net cash used in investing activities		(1,176,000	)		-
Net cash provided by financing activities		2,532,000			40,000
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(9,000	)		3,000
Increase (decrease) in cash and cash equivalents		538,000			(965,000	)

Going Concern

Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of March 31, 2025, we had an accumulated deficit of $35,746,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern.

We believe that our existing capital resources will be sufficient to support our operating plan through the end of the fourth quarter of 2025; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.

Operating Activities

Net cash used in operating activities was $809,000 for the three months ended March 31, 2025, as compared to $1,008,000 for the three months ended March 31, 2024. The decrease is mainly attributable to a decrease in our cash operating expenses and decrease in the change in accounts payable compared to the three months ended March 31, 2024 .

Investing Activities

Net cash used in investing activities was $1,176,000 for the three months ended March 31, 2025, as compared to net cash used in investing activities of $0 for the three months ended March 31, 2024. The increase is mainly attributable to the investment in renewable energy projects and loans to Solterra.

Financing Activities

Net cash provided by financing activities was $2,532,000 for the three months ended March 31, 2025, as compared to net cash provided by financing activities of $40,000 for the three months ended March 31, 2024. The increase is the result of proceeds from a private offering of common stock and warrants and a credit facility.

OUR BUSINESS

Company Overview

We are focused on sustainable operations in various of industries such as agri-food tech, potent greenhouse gas emissions and solar projects, specializing in eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides.

We currently operate through our majority-owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector.

Save Foods Ltd. (“Save Foods”) develops and markets eco-friendly “green” solutions for the food industry. Our solutions aim to improve the food safety and the shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss. We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, reduce the use of hazardous chemicals and prolong fresh produce shelf life. The solutions are based on our proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations. Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides. Our “green” solutions are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. By forming a temporary protective shield around the fresh produce we treat, our solutions make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.

NTWO OFF was incorporated in August 2023 under the name Nitrousink Ltd, to offer a solution to mitigate N2O (nitrous oxide) emissions, and to promote agricultural practices that are both environmentally friendly and economically viable. On April 9, 2025 we sold all of our shares in NTWO OFF to Yaaran for 15,000 new Israeli shekels.

Solterra Renewable Energy Ltd., is an Israeli corporation (“Solterra”) operating in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra is a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”). Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries in the future. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.

To date, such opportunities have included projects in Melz, Germany, where we, together with other investors, initially invested an aggregate of €2.08 million (approximately USD$2,280,000). In June 2024, the Company with other lenders committed to loan Solterra, pursuant to a loan agreement, the aggregate principal amount of € 500,000 (approximately $541,541) € 375,000 (approximately $406,156) of which was loaned by the Company. Interest on the loan accrues at the rate of 7% per annum, to be paid annually beginning June 30, 2025.

Additionally, we currently own approximately 25% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Peas of Bean Ltd. (“Peas of Bean”), which was involved in the production and distribution of clean label food. Peas of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the ongoing war in Israel, and as a result Peas of Bean is in the process of voluntary insolvency proceedings. Currently, Plantify has no business activity and minimal liquidity.

We were incorporated in the State of Delaware on April 1, 2009 and, effective November 10, 2023, we merged with and into our wholly-owned subsidiary established in the State of Nevada for the purpose of reincorporating in the State of Nevada.

Our principal executive offices are located at HaPardes 134 (Meshek Sander), Neve Yarak, Israel, 4994500 and our telephone number is (347) 468-9583. Our website address is www.n2off.net. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus and is intended for informational purposes only.

Our common stock is listed on the Nasdaq Capital Market under the symbol “NITO”.

Industry Overview and Market Opportunity

Save Foods

Background

The world’s population is expected to grow to almost 9.1 billion people by 2050, boosting agricultural demand by some 50%, according to the Food and Agriculture Organization, an agency of the United Nations (“FAO”). Providing healthy and safe food to feed the world’s population is one of the biggest challenges of the twenty first century, accentuated with the backdrop of a fragile global economy. Globally, around one-third of the food produced (estimated at circa 1.3 billion tons), is lost or wasted along the food chain - from production to consumption according to the FAO.

Fruits and vegetables are considered essential food commodities and demonstrate their best benefits when consumed fresh. Consumption as well as production of fresh fruit and vegetables is growing globally; in 2020, the global production of fresh fruit amounted to about 887 million tons, while the production of fresh vegetable amounted to about 1.09 billion tons (2018) according to statista.com global fresh vegetable production research. According to a report published by Technavio in October 2020, the fresh food market size has the potential to grow by 337.76 million tons from 2020 to 2024, growing at a compound annual growth rate (“CAGR”) of almost 3% during the forecast period, and the market’s growth momentum will accelerate during the forecast period due to the steady increase in year-over-year growth. In the United States, according to a report by Grand View Research, increasing health awareness among the U.S. population and potential development of secondary diseases due to obesity and unhealthy eating habits are propelling the market of fruit and vegetables to reach an estimated $97.25 billion by 2030.

Food Safety and Food Loss

Food Safety

We believe foodborne diseases are a significant public health concern globally. Hundreds of diseases are caused by eating contaminated food. Many diseases are spread through unwashed or untreated produce. With approximately 9.9 million people in the United States (one in six) getting sick, 53,300 hospitalized, and 931 die each year from foodborne diseases, according to recent data published by the FDA in March 2025, and according the World Health Organization (WHO) 23 million in the European region getting sick due to food borne disease, food safety is another major concern and source of waste, placing a material burden on public health and significant healthcare cost. The economic burden of foodborne illness has been estimated to be as high as $110 billion annually.

When considering the farm-to-fork chain, microbial contamination of fresh produce can occur at multiple steps. Contamination can take place during the cultivation of fresh produce, at harvest, during preparation/washing, within distribution chains and transport to shops, and even at the final step in the consumers’ kitchen. We believe this is a significant public health burden that is largely preventable. The FSMA is transforming the United States food safety system by shifting the focus from responding to foodborne illness to preventing it. The Produce Safety rule of the FSMA establishes, for the first time, science-based minimum standards for the safe growing, harvesting, packing, and holding of fruits and vegetables grown for human consumption. The final rule went into effect on January 26, 2016. Sanitization is a cornerstone of FSMA compliance, which requires preventing or eliminating food safety hazards or reducing such hazards to a minimal level.

Markets require many types of produce to be washed prior to sale in order to remove dirt and other debris. Produce can be contaminated with foodborne pathogens before it enters the packing house, and these pathogens cannot be seen with the naked eye. Inability to visually spot pathogens make the washing step one of the most important steps in packing because, if washing process is not controlled, it can become a source of cross-contamination (when foodborne pathogens fall off contaminated produce into the water where they can contaminate more produce). These washing steps are defined by the packing house safety managers as critical point because water mixed with organic materials are good conditions for pathogens to develop. Therefore, the use of sanitizers should be introduced during the washing step because they are, most of the time, one of the last solutions applied before the produce meets the consumer. Sanitizers are designed to inactivate/kill any bacteria in the water, drastically reducing the possibility of cross-contamination. We believe this represents a significant opportunity for us.

Food Loss

The Food and Agriculture Organization of United Nations predicts that about one-third of the food produced globally is wasted or lost every year. Recent data indicates that approximately 45% of the world’s fruits and vegetables are wasted each year. In 2022, global food waste across retail, food service, and household sectors amounted to 1.05 billion tons, equating to 132 kilograms per person. A report published in April 2020, generated by the European Innovation Partnership Agricultural Productivity and Sustainability, estimates that in Europe an estimated 9 million tons of food is lost at the production stage (farm), while up to 16.9 million tons are lost at the processing stage (packing houses, etc.)

Much of this loss is caused by spoilage, which can be caused by microorganisms - primarily fungi and mold. In addition, mold and fungi represent the highest numbers of incidents of post-harvest microbial diseases in fresh produce worldwide. Taken together, we estimate that nearly a third of all food grown is lost between the time that it is grown and harvested and the time that it is packaged for retail sale.

Post-harvest losses due to spoilage represent a significant problem along the supply chain and lead to profit losses in the millions. The main causes of these losses are pest or disease infestation and incorrect storage conditions, which lead to rotting or loss of fresh mass. Fruits and vegetables are largely damaged after harvest by fungi and other pathogens. It is estimated that an average of between 25% and 55% of harvested fruit and vegetables are lost globally. Post-harvest diseases have been identified as the greatest cause of post-harvest losses in fruits and vegetables, causing significant economic losses. According to Mycofumigation for the Biological Control of Post-Harvest Diseases in Fruits and Vegetables: A Review, estimates that approximately 20 to 25% of the fruit and vegetables harvested are lost due to microbial spoilage during post-harvest handling in developed countries. Furthermore, the demand for fresh fruits and vegetables, especially exotic tropical fruit, has contributed to the demand for post-harvest treatments to increase shelf life and maintain quality, resulting in more efficient export trade.

Today, the most common way to protect fresh produce and prevent loss is the use of hazardous chemicals such as fungicides in post-harvest applications. Post-harvest diseases are generally controlled by fungicides. Systemic (non-organic) fungicides are one of the most commonly used fungicides, for example, non-organic citrus fruits are completely covered by the fungicides, and the residue is persistent for the life of the fruit providing protection. However, as they tend to affect a single biochemical pathway within the pathogen, fungi may readily develop resistance to systemic fungicides. To avoid potential issues with resistance, maximum concentration of fungicides will be generally used to ensure highly efficient eradication of the targeted pathogen which leaves high residue level on the treated produce. Such high concentration levels may have severe negative effects on human health, and the environment mainly due to the carcinogenic and/or teratogenic properties of the compounds, and by their cumulative toxic effects.

The effects of exposure to these hazardous chemicals on humans and the environment are a continuing concern as they are intrinsically toxic and pollute the environment through wastewater discharge from the packing house or discarded fruit. Therefore, the agricultural use of certain pesticides (in the field or in the packing house) has been significantly reduced or abandoned in some countries leaving the growers with significant challenges.

To control and monitor the potential negative impacts pesticides might have over time, regulatory agencies that regulate pesticides - for example, the United States Environmental Protection Agency (the “EPA”), the Pest Management Authority Agency in Canada, and the European Food Safety Authority (“EFSA”) in Europe, have defined a maximum residue level (the “MRL”) that can be present on the treated produce. Additionally, more countries require an MRL for the commodity to be imported into their country. As there is increased awareness regarding compliance with MRLs, MRLs have become a much greater concern. These changes also impacted the market and we believe that consumers spearheaded this change by demanding organic or pesticide-free foods. Recently, consumers have increasingly wanted to understand where and how their food is grown. Retailers and processors have capitalized on what they view as an opportunity to offer more information to consumers. It is more common now for retailers and processors to ask which products have been used on the commodities they are purchasing. There are also retailers and processors banning the use of certain products, requiring any residues to be below the established MRLs. The reduction in MRLs results in lower efficacy of fungicide and increased loss.

We believe that the rising demand for healthy food among the global population will trigger the market’s growth in the forthcoming years. The strong growth rates in both production and consumption indicate that the organic market has not yet reached its peak and further growth can still be expected. Organic farming is already responding to further emerging consumer trends such as veganism and demand for locally produced food products, turning these challenges into opportunities.

The global organic food market grew from $259.06 billion in 2022 to $294.54 billion in 2023 and will grow to 318$ billion at 2025 at a compound annual growth rate (“CAGR”) of 14%. According to the 2025 Organic Food Market Report, the organic food market is expected to grow from $512.01 billion in 2027 to $568.82 billion in 2029 at a CAGR of 15.6%. In addition, strict regulations have been imposed on the usage of pesticides and GMO-produced crops worldwide. This, in turn, has influenced consumer demand for organic fruits and vegetables.

Case Study - Citrus Fruit

Citrus fruit represent one of the main fruits produced worldwide with more than 100 million tons produced worldwide, can be infected by many fungal pathogens, and these pathogens can cause considerable losses during storage and transportation. Losses are mainly caused by Penicillium digitatum, P. italicum, Aspergillus flavus and Alternaria alternata for citrus fruit. Post-harvest treatments such as thiabendazole, imazalil, sodium ortho-phenil phenate or other active ingredients have been used for many years. They are currently the most commonly used fungicides effective for controlling post-harvest fungal pathogens in citrus and they are used in citrus packing houses to maintain fresh fruit, control post-harvest decay, and extend fruit shelf life. However, significant problems such as environmental issues and health concerns have risen in the citrus industry due to chemical residues or the occurrence of pathogenic resistant strains which require the use of even higher concentration of these post-harvest treatments. However, currently, the residues of imazalil on citrus fruits are being revised by the European Commission. The EFSA put forward a proposal in 2018 to cut the MRL for imazalil from 5 milligrams per kilogram to 0.01 milligrams per kilogram, causing worry among Europe’s main citrus producing countries and packers exporting their produce to European countries. Due to the significant impact this proposal could have on the citrus industry, the European Council has decided, in the meantime, to start reducing imazalil residues to four milligrams per kilogram for citrus fruit for a limited period of time to allow the citrus industry an extra time to find green and safe alternatives. Our solutions have already shown their benefits in reducing significantly the residues of imazalil while maintaining the produce shelf life.

Current Market Drivers and Trends

In addition to food safety and food waste concerns, the following market drivers are also shaping the food industry by setting standards and conditions on the main actors in the industry:

● Focus of consumers on health characteristics: consumers are more aware and conscious of the health characteristics of the food they consume. Consumers pay more attention to the qualities of the fresh produce they buy. Particularly in the United States and Europe, products such as berries, avocados, mangoes, pomegranates, papayas and sweet potatoes are gaining popularity and considered “super foods,” and these products are showing a strong annual import growth of 10% to 20% according to Inspirafarms, a designer and developer of cooling technology, including for fresh fruit and vegetables.

● Increasing demand for organic produce: the demand for organic products is growing rapidly, particularly in both Europe and North America and is closely related to consumer interest in healthy and pure eating. While the increasing demand created potential for oversees supply, it can be challenging and expansive for exporters in tropical climates to comply with the increasingly demanding organic standards. ● Success of retailers determined by quality of produce: a report by Fruit Logistica published in 2019, based on consumer surveys that involved almost 7,000 consumers in 14 different markets across Europe and North America, demonstrated the increased importance of fresh produce for the profitability of food retailers. According to the report, when choosing the place to buy their groceries, consumers focus on the quality of the stores’ fresh food, with freshness of fruits and vegetables being their top priority. The report also showed that customers who are satisfied with the store’s fresh food quality would visit the store more frequently than those who are not. In addition, consumers are also willing to pay more for better-quality produce and their basked will be 4% larger. ● Promoting sustainability: a large range of sustainability aspects are directly related and affected by the fresh produce industry. We believe food waste accounts for 8% of global greenhouse gas emissions. Both consumers and businesses are becoming more aware of the growing importance of sustainability issues. As consumers increasingly embrace social causes, they seek products and brands that align with their values. According to an analysis published by Research Insights, nearly 6 in 10 consumers surveyed are willing to change their shopping habits to reduce environmental impact, nearly 8 in 10 respondents indicated sustainability is important for them, and among those respondents that indicated that sustainability is very or extremely important, over 70% indicated that they would pay a premium of 35%, on average, for brands that are sustainable and environmentally responsible. An increasing number of companies in the fresh food sector are investing in sustainability. A survey conducted by Champions 12.3 in 2017 showed that 99% of businesses that invested in reduction of food loss and waste, received a net positive financial return. Primary production companies are investing in aspects of food losses, energy efficiency and carbon footprint, through innovations such as drying produce, on-farm and off-grid cold rooms and post-harvest treatments.

	●	Food retailers seek to reduce their waste and maximize their revenues: According to Recycle Track Systems (RTS), a waste management company focused on food loss and waste, the report “Retail Food Waste Action Guide: Food Waste in America 2025” states that nearly 60 million tons of food are wasted annually in the U.S. retail sector alone. This food waste represents an estimated loss of approximately $218 billion each year. Some retailers, including Walmart, have committed to implementing a zero-waste policy. However, they have faced challenges and may not fully achieve all of their 2025 sustainability targets related to becoming zero waste. Prevention solutions across the retail value chain offer the highest returns to retailers and are growing the fastest.
	●	Regulators are promoting the use of safer chemical-based product: for example, the EPA offers a “Safer Choice” label that product manufacturers may use on qualifying products to help consumers and commercial buyers identify products with safer chemical ingredients. The EPA requires that every chemical, regardless of percentage, in a Safer Choice-certified product is evaluated and allows only the safest ingredients.

The increased consumption of fruits and vegetables in combination with the current regulation and consumers’ demand for healthier food has placed a greater burden on the fresh produce industry to provide food products that are fresher in quality, demonstrate an extended shelf life and are safer to consume. The aforementioned changes provide a unique opportunity for us to introduce our products and solutions. We are aiming to become a significant player in post-harvest green produce treatment, fully responsive to the world’s ongoing change in fruit and vegetables consumption, food safety requirements as well as regulations and consumer demand to eliminate the use of hazardous chemicals.

Our Core Products and Solutions

Our innovative products address what we believe to be two of the most significant challenges in the food industry: food safety promotion and food loss reduction. Our main product lines consist of a proprietary blend of organic food acids applied in pre- and post-harvest applications, which is designed to work together with an oxidizing agent (together, the Save Foods solution) in order to improve food safety and increase fruit and vegetable’ shelf life by reducing microbial spoilage.

In pre-harvest application, our solutions could be applied several times up to 24 hours prior to the harvest. In post-harvest applications, the main steps are cleaning, sanitization and coating (wax). Our solutions address the cleaning and sanitization application points which are the critical first steps for preserving the quality of fresh produce by controlling microbial contamination related to food safety (e.g., Listeria, Salmonella, E. coli) and food loss due to microbial spoilage (e.g., fungi, mold and yeast). In general, the current process includes an initial washing step to remove soil and other debris, which improves the product appearance and lowers the product temperature. The next step includes sanitation or disinfection methods combined with fungicides that can further reduce the presence and prevent the transfer of spoilage and pathogenic microorganisms on fresh produce surfaces. The last step usually includes application of wax sometimes combined with an additional application of fungicides to prevent or reduce physiological changes and risks of spoilage. Our main products and solutions are applied at the cleaning and sanitization steps.

One of the main advantages of our solutions is its non-toxic residues that provides protection to the treated produce. And we believe that all the blend ingredients are recognized by the FDA as GRAS when used as intended in fruit and vegetable wash applications. Moreover, they significantly reduce or eliminate the need for additional post-harvest applications with conventional fungicide by at least 50%, and in some cases entirely, and can reduce food waste due to spoilage by up to 50% (see results below on easy peelers and mango) at the retail level.

Our main products are SavePROTECT or PeroStar, which are an application added to fruit and vegetable wash water as a processing aid to peracetic acid (oxidizing agent) to increase its efficiency against plant pathogens and reduce produce loss.

Processing Aids - SavePROTECT or PeroStar

Processing aids are products that are intended to be used with other products to aid the application or enhance the effect of that product. Save Foods processing aids, which are marketed as SavePROTECT in the Americas and PeroStar in the rest of the world, are based on our proprietary blend of food acids and are added to the wash water at the cleaning and sanitization stages simultaneously with a low concentration of peracetic acid (“PAA”), the active agent. This food acid blend serves several functions:

● SavePROTECT/PeroStar keeps the process wash waters at a relatively low stable pH level. We have observed that low pH levels strengthen the effectiveness of the PAA and the fungicide used which result in increased sanitation and biocide activity;

● PAA-based products are used as disinfectant in wash water. When used with PAA-based products, SavePROTECT/PeroStar may optimize the efficacy of PAA and eliminates the strong odor of PAA, creating a more friendly and safe working environment;

● When used with fungicides, including imidazole, imazalil, thiabendazole, etc. - most commonly used fungicides - SavePROTECT/PeroStar may optimize the efficacy of the fungicides used and prevent resistance buildup; ● SavePROTECT/PeroStar helps to clean the fruit surface and can improve the performance of the wax applied leading to an improved appearance of treated fruit by leaving a glossy finish on the outer skin of the fruit; and ● SavePROTECT/PeroStar helps to extend shelf life.

As of December 31, 2024, we fully commercialized our solution with respect to easy peelers, lime, bell peppers, dates, pears and avocado in Israel, Peru and the US, and we have run small trials in collaboration with commercial partners on lime, avocado and mango in countries that are facing export challenges to Europe. To maximize our efforts, we have decided to focus during 2025 on countries like Peru and Brazil which are large producers and exporters of fruit to Europe.

Results on Berries

Berries are easily perishable and maintaining fresh quality after harvest depends on proper handling, transportation, and storage. If berries are not properly handled during and after the harvest, they lose nutritional and monetary value.

Strawberries, raspberries, black raspberries, blackberries, and blueberries are picked fully ripe for best appearance and eating quality. Because they are so delicate and easily damaged, they are usually picked directly into final containers to minimize handling, so grading and sorting of damaged or decaying fruit happens as the crop is picked. Even when they are handled under optimal harvesting temperature and humidity conditions, their shelf life is still short compared to most fruits and vegetables. Finally, even though it is common knowledge that consumers should be washing the berries before consuming them, this does not always happen. That makes farm food safety procedures crucial to minimize the risk of spreading foodborne pathogens.

During the fiscal quarter ended December 31, 2021, and the fiscal quarter ended March 31, 2022, we began working with raspberries and strawberries producers to apply our solutions with the goal to extend their shelf life. The results of the trials have shown that for raspberries, our solutions have reclaimed 80% of the raspberries that would otherwise have gone to waste. The trial pushed the boundaries of the raspberries’ shelf life, with 10 days in cold storage and three more days at room temperature, after which three times as many berries were viable to be sold. For strawberries, our treatments have shown a waste reduction of 85% after 15 days.

In addition, after successful pilots on raspberries and strawberries, we decided to conduct a pilot on blueberries in February 2022. In most cases, there are no known treatments for disinfection or post-harvest pathogen prevention in blueberries. The experiment simulated long shipment of blueberries in cold storage for one month. The results demonstrated that our solution protected blueberries from pathogens’ contamination and, subsequently, extended their shelf life by seven days.

Results on Avocado

During September 2021, we began a commercial pilot with Milopri, the avocado packer of Galilee Export, to evaluate Save Foods’ solution on avocados. While our application was applied on the packing line, boxes of avocado were put aside for shelf-life evaluation. After 16 days at room temperature, the avocado treated with our solution showed the lowest percentage of decay resulting in two times more avocado available for consumption.

Following this successful commercial pilot, Milopri fully adopted and implemented our solutions in August 2022.

Results on Bell-peppers

The Arava region in southern Israel produces approximately 60% of all the fresh vegetables that Israel exports, and bell peppers are its leading exported vegetable. At the beginning of the bell pepper season (September 2021), we began commercial pilots in two large packing houses in order to evaluate the benefits of our solution as applied to bell peppers. During September 2022, after successfully evaluating our solutions, these two large packing houses began using our solutions as their commercial treatment.

Our solutions have shown a decay reduction compared to the current industry standards and have maintained the firmness of the bell pepper over time. While Israeli packers in the region are struggling to maintain a reasonable shelf life for their produce during the export process, our solutions have shown a significant improvement in export performance. The foregoing pilot demonstrated that bell peppers, after applying our solution, sustained 70% less decay after 28 days (23 days in cold storage and an additional five days at room temperature) translating into 20% more bell peppers to sell and consume. The post-harvest team at the Central-and Northern-Arava Research and Development center validated these results and the results were thereafter published in an Israeli local professional agriculture journal.

Results on Easy Peelers

Easy peelers are citrus fruits that are easier to peel, such as tangerines, mandarins, satsumas, and clementines. As previously described, imazalil is currently one of the most commonly used fungicides that is effective in controlling post-harvest fungal pathogens in citrus. Currently, the residues of imazalil on citrus fruit are being revised by the European Commission and have already been reduced, and this reduction poses challenges, especially to packing houses exporting to Europe.

Between February and June 2020, we collaborated with the Israeli branch of one of the largest worldwide post-harvest service companies to demonstrate the safety and ability of PeroStar to meet the new requirement of reduced residue level of imazalil and efficiently control decay against the most common pathogens attacking citrus fruit such as green mold (Penecillium digitatum) and sour rot (Geotrichum candidum). The experiment simulated the applications in a packing house which tested the use of imazalil with and without our products. The reference used in the trials to compare the results was the maximum amount of imazalil allowed and the current treatment in the packing house which is a combination of PAA and imazalil as well as PAA alone to simulate treatment in organic settings.

To ensure the efficacy of the products, it is customary to deliberately infect the fruit with the target pathogen at a concentration of around 10 and to inoculate it for 16 to 24 hours before applying the solution. Following the application, the fruit was stored in cold storage for between 9 to 21 days and then stored in room temperature for shelf-life evaluation.

During these months, we ran a series of trials from small scale/lab test (between 350 to 500 fruits per trial) to semi-commercial application (more than 1000 fruits per trial). The semi-commercial pilots were run in Ashkelon, Israel on the packing line of Mehadrin in Israel, a well-know and recognized citrus packer. From January 2022 until January 2023, Mehadrin was applying our solutions on produce in one of its packing-lines in Ashkelon, Israel, in which Mehadrin had reported a reduction of 50% of pesticide usage.

The results of the trials have shown that PeroStar significantly reduced the need for additional post-harvest applications with imazalil by at least 50%, and in some cases entirely while improving the fruit shelf life, reducing waste). In addition, the use of PeroStar allows the packing house to meet the new limitations of imazalil utilization as well as meet its goal to apply greener and safer products.

Results on Mangos

We recently tested our PeroStar on mangos in collaboration with the Israeli-based Volcani Center for Agricultural Research. The goal of the test was to evaluate the effectiveness of PeroStar in preventing decay in harvested mangos in comparison with fludioxonil. Fludioxonil is a fungicide that is commercially available in Israel at a level of 250 to 300 parts per million. Fludioxonil is deemed to be an effective fungicide against fungi that attack the mango post-harvest, yet there is a growing need for “greener” solutions, given Fludioxonil’s level of toxicity.

Mangos were stored for three weeks after treatment at 12°C and an additional week of shelf life at 20°C in what would typically simulate a mango crate shipment to Europe and retailers in similarly distanced markets.

Results after evaluation have shown us that the treatment with PeroStar, improved the biocide activity of the PAA, which resulted in a reduction in both side decay and stem-end rot (common pathogens in mango) leading to an extended shelf life with no use of fungicide (as demonstrated in the picture below). In addition, the results also showed that the combination of PeroStar with a low concentration of fludioxonil reduced the post-harvest decay to zero. The results (as presented in the graph below) demonstrate that applying PeroStar enables mango producers to achieve an improved shelf life of produce compared to the current solution while reducing the use of conventional chemical pesticides.

During 2022, an independent study, performed by Itay Noked, agronomist and independent researcher (M.Sc. Post-Harvest), showed that our solution can extend the shelf life and freshness of mangos while virtually eliminating the use of post-harvest pesticides; after 21 days in storage and 15 days on the shelf, twice as many mangos were still edible when compared to mangos that didn’t undergo treatment, and 75% less pesticides were used.

Following these pilots, a small commercial application was performed with an Israeli mango packer, in which only 25% fungicide were used together with our solution and compared to the current commercial application with 100% fungicide. Following such application, both batches of fruits were sent to a leading fresh produce distributor in Europe, and both were successfully distributed, demonstrating that our solutions help reduce up to 75% of the applied fungicide.

Results on Limes

Following a successful pilot in Mexico on Persian lime (where SavePROTECT has reduced to zero the fruit decay after 21 days as shown in the graph below), the packing house bought its first batch to start its utilization of our product. Thereafter, and beginning in June 2021, the packing house began applying our solution to all of its packing facilities in Mexico.

Based on these results, food retailers may benefit from additional income of up to $126 per ton of limes assuming a conservative average price of $3,000 per ton (based on an average price per pound lime of $1.49 in 2019), as presented in the graph below.

The European Union is a significant target market for our organic food acid blends because of strict regulations that are being imposed on the use of pesticides and GMO-produced crops, as well as health conscious consumers who represent a growing demand for organic fruits and vegetables.

Commercialization Stage

The table below summarizes our commercialization efforts and activities as of December 31, 2024.

Easy peeler Lime Avocado Berries Lemon Mango Pears California, USA v Israel v v v v Peru v v Brazil v v

Sanitizer – SF3HS or SF3H

Post-harvest sanitizers are considered a pesticide and regulated by the EPA in the United States. The EPA will review toxicity data and results from tests to show how well the product kills bacteria to determine if the product should be approved. See “Government Regulation and Product Approval” below.

This sub-category of products is based on our proprietary blend of food acids combined with hydrogen peroxide as the oxidizer and includes SF3HS and SF3H. We believe that this category of products will be an improved sanitizer as compared to traditional sanitizers. SF3HS and SF3H are public health antimicrobial pesticide products that bear a claim to control by at least a 3 log10 reduction (99.9%) pest microorganisms that pose a threat to human health (foodborne pathogens), and whose presence cannot readily be observed by the consumer.

After we have finalized our toxicological studies, we conducted a series of microbial trials in laboratories in both the United States and Israel in non-Good Laboratory Practice settings in order to evaluate the efficacy of SF3H as an antimicrobial agent to reduce foodborne pathogenic bacteria in “processing water” for fruit and vegetables. We used a modification of the Association of Official Agricultural Chemists Germicidal and Detergent Sanitizing Action of Disinfectants method and test protocol EN1276 (European standard for the evaluation of chemical disinfectant or antiseptic for bactericidal activity). The tested organisms are Listeria monocytogenes, Salmonella enterica and Escherichia coli O157:H7.

The last test was performed by Analytical Lab Group on a mix culture of Listeria monocytogenes with an exposure time of 30 seconds. The results showed more than 99.99999% (>7.51 Log10) reduction. In Israel, the tests were performed by the Institute for Food Microbiology and Consumer Good Health on a single strain for each pathogen (Listeria monocytogenes, Salmonella typhimurium and E. coli) with exposure time of 30 seconds and the results have shown between 99.99% to 99.9999% reduction. Exposure time is a key parameter in sanitization process, therefore allowing a short contact time is a significant advantage over the competition where the current minimum contact time available is 45 seconds.

During 2020 we decided to postpone our good laboratory practices efficacy studies in order to concentrate our efforts on the commercialization of our adjuvant, SavePROTECT/ PeroStar solutions.

Results on Avocados (food safety)

We have tested the efficacy of our SF3H and SF3HS products against Listeria on 40 avocados of which 10 avocados were treated with our SF3H and SF3HS products. The peel of the avocado was punctured and infected with high level of Listeria. The results have shown a 99.99% reduction within fifteen seconds of exposure time. In addition, we have also tested the efficacy of SF3H on avocado’s shelf life compared to current treatments (12 avocados per treatment). The results (demonstrated below) show that after 18 days in room temperature the treated avocados display material reduction in microbial spoilage as compared to avocados treated with water and chlorine, a well-known sanitizer.

Results on Microgreens (food safety)

An increasing number of studies point to the growing demand for locally sourced, organic vegetables. Various types of “young vegetables,” such as sprouts, microgreens and baby greens, are becoming increasingly popular due to their high nutritional value. Microgreens are deemed premium products and command higher retail value. They also belong to a group of “functional foods” and have high levels of bioactive compounds, while requiring less water and energy to grow, which they do year-round. Currently, microgreens are largely being cultivated in major greenhouses across the United States. According to Agrilyst, an agro-intelligence platform, greenhouse cultivation of microgreens was the highest in South and Northeast regions, each accounting for 71% and 59% in 2017. While consumers in the United States are more focused on growing leafy greens and microgreens than any other vegetables.

We have tested the efficacy of our SF3H products to control and prevent potential pathogen contamination on microherbs (pea and sorrel) produced by Israeli-based microgreens exporter 2BFresh. Our treatment combined a post-harvest spray application and a fogging treatment to be used in the cooldown storage room. In order to determine the efficacy of the product, 25 swabs were taken across 18 trays (nine of each microgreen species). The results showed more than 90% reduction of the total bacterial load post-treatment.

We believe that our SF3HS and SF3H provide improved sanitization of bacteria (including E. coli, Salmonella and Listeria) while leaving no toxic residues on fruits and vegetables.

Other Products

Our product portfolio also includes the SpuDefender and FreshProtect.

SpuDefender

SpuDefender is one of our EPA-registered products which targets and is designed to control the post-harvest potato sprouts. Due to the European Commission’s decision on January 1, 2020, to no longer allow the use of the herbicide chlorpropham (the “CIPC”), the post-harvest potato industry is looking for new solutions. For over 50 years, CIPC was widely used as a sprout suppressing agrochemical agent applied to potatoes that were stored in processing facilities.

Following recent discussions with post-harvest experts and potential customers, we believe we should concentrate our efforts on the commercialization of our adjuvants. Furthermore, we believe that our SpuDefender product may offer a successful alternative to CIPC. We currently do not intend to further develop or incorporate the SpuDefender in the near future in our solutions.

FreshProtect

FreshProtect is our second EPA registered product, which targets and is designed to control spoilage-creating microorganisms on post-harvest citrus fruit. The registered label of the product only allows us to market and sell FreshProtect in the United States (excluding California). However, we believe that FreshProtect has a significant potential in reducing the bacterial load entering the packing house in the pre-harvest market. The non-toxicity of FreshProtect allows its application up to the day of harvest (0-day pre-harvest interval), which is critical to prolong crop protection and reduce microbial spoilage.

In 2022, we ran a proof-of-concept study under a controlled group environment of different plant fungi responsible for decay which showed promising initial results.

Dr. Jim Adaskaveg, a professor at the Microbiology and Plant Pathology Department at the University of California, Riverside, reported the completion of several successful field trials with FreshProtect on citrus trees where he demonstrated a significant reduction of decay in treated fruit and a reduction in bacterial populations.

The main conclusions of the trials were that FreshProtect with concentration of 1% and 2% applied at 400 gallons per acre materially reduced sour-rot on inoculated fruit. While both rates were also effective against fruit inoculated with P. digitatum, (i.e., fungus found in the soil of citrus-producing areas and major source of post-harvest decay), the 2% concentration of FreshProtect demonstrated significantly more efficacy at reducing sour-rot. Natural incidence of Penicillium spp. (a family of fungi) was also reduced on fruit inoculated with G. candidum, fungus that is a member of the human microbiome.

Furthermore, FreshProtect can be used in combination with several different kinds of pesticides and fertilizers which allows the application of more than one pesticide at once. This in turn reduces costs and facilitates implementation.

The regulation for pre-harvest (in the field) application especially in California as well as in Israel may take more time than post-harvest application due the potential impact on the environment. In October 2023 we have received a pre-harvest regulatory approval registration in California. In parallel, we started to run additional pilots in Israel with potential strategic partners in order for them to evaluate and validate the potential of FreshProtect for the pre-harvest market.

Our Strengths

We believe that our main strengths include:

● Strong Management Team with Commitment to Green Products. Led by an experienced team in developing products and solutions for the agriculture industry, we plan on becoming a significant player in providing consumers with healthy and green fresh produce from farm to fork while endeavoring to ensure food safety and reducing food waste. We believe that our proprietary blend of food acids provides protection to the treated produce and works in synergy with well-known fungicides and sanitizers. This synergy allows us to significantly reduce the concentration of the fungicides that are heavily regulated in several countries and, in certain countries, outright banned and meet the food trends of sustainable and green produce.

● Multi-Purpose Products that Simplify Crop Treatment Routine and Save Money. While most chemicals marketed in the industry address either food safety or food waste, our multi-purpose solutions are intended to provide a solution for both problems, while simplifying crop treatment and achieving cost saving. Our solutions are capable of cleaning and controlling pathogens that would otherwise render fresh produce unsafe for human consumption. Our proprietary blend of food acids combined with well-known sanitizers are very efficient against foodborne pathogens like E. coli, Salmonella and Listeria as well as plant pathogens in short contact time (99.999% reduction within 30 seconds of contact). In addition, with multipurpose products, there is no need to order, ship or dispose of bottles of product, resulting in less energy consumed, less CO2, less fuel, and less waste. We believe our focus on natural product chemistries will allow us to continually drive lower costs, higher product gross margins and efficacy through longer shelf life and reduction of food waste. ● Strong Intellectual Property Portfolio. We believe that we have built a strong intellectual property position throughout the food chain (from field to fork) as our patents claim compositions and methods that can be used to protect food and agricultural products from decay. We rely on a combination of important intellectual property assets, to protect our innovation. Our employees, consultants, customers, and vendors are subject to confidentiality agreements that protect our proprietary manufacturing processes. Our patent portfolio includes granted patents in the United States, Europe, and Israel, as well as several priority applications, across several patent families, including composition-of-matter claims, methods of use claims, including for treating edible matter, for improving the appearance of edible plant matter, and sterilization methods, as well as for articles for implementing these methods. These patents directly protect a proprietary method for extending life shelf and reducing edible matter from microbial decay. ● Commercially Available Products and Seamless Implementation. One of the oxidizers being used with our products is PAA, a well-known and widely used sanitizer. Following the enforcement of the FSMA in connection with the use of sanitizers, more and more packers have been choosing this healthy and eco-friendly sanitizer over chlorine, and this choice facilitates implementation of our products. In addition, the application of our products does not require special equipment as they are used in combination with or replace existing products applied on the packing line or in the mix tank in the field. This allows a relatively cheap, seamless and fast implementation. ● Significant Reduction of Hazardous Chemicals Food Residue. All the ingredients in our blend of food acids are recognized by the FDA as GRAS when used as intended in fruit and vegetable wash applications, while oxidizers we use such as hydrogen peroxide rapidly decompose into water and oxygen. The absence of toxicological residues not only improves food quality but also promotes occupational safety for the employees of packing houses, contributing to a friendlier and safer working environment.

Our Strategy

In September 2018, we changed our organizational structure and management team. After reviewing the then existing strategy and results of operation, as well as examining the market opportunities, the new management team decided to update our strategy, reduce the marketing and sales of its existing products, and focus our efforts and financial resources in developing its next generation products. During 2019 and 2020, we developed, validated and tested the efficacy of our next generation product - a blend of food acids - on a variety of crops in small- and large- scale commercial pilots. During 2021, following the completion of certain successful pilots conducted in 2020, we shifted our strategic focus to marketing, sales and overall commercialization of its products.

Over the course of the last few years, we understood that working with global post-harvest service companies is challenging, especially when considering that our solutions reduce or replace their lucrative products (fungicides) on the packing line. Furthermore, we concluded that the validation of our solutions by these post-harvest service companies is long and required multiple pilots over several years. In addition, following the positive results on berries, and taking into account the short shelf life and the lack of existing solutions, we decided to focus our efforts on developing such solutions since a shorter shelf life may reduce our sale cycle and, accordingly, present greater market opportunity.

Therefore, we have revised our strategy, to commercialize our products directly to leading packing houses and through strategic partnerships with post-harvest service companies that work with local partners and/or distributors and focus more on produce that is significantly improved by our solutions while shortening the evaluation period. Our ultimate goal is to eventually gain presence in a variety of businesses compromising the food industry, including pre-harvest, post-harvest, retail and consumer businesses.

In order to achieve our goals, we intend to:

● Develop a Strong Marketing Message Around Promoting Safe Food While Avoiding Food Waste. We plan to brand our fresh produce with a “chemical residues free” seal of approval and we believe that like-minded fruit packers around the globe will seek to differentiate themselves from their competitors by obtaining this seal. ● Expand Our Activities to Include Focus on Various Berries. The berry market is virtually untapped and consists of very sensitive produce with limited shelf-life that stand to benefit from our solutions. Berries can be harvested several times throughout the course of the year and are considered to be a high value crop. ● Acquire or License Complementary Products and Technologies. We actively search for products and technologies that can enhance our portfolio and grow our business to address all the post-harvest treatments such as fruit coating products or technologies. ● Expand to Additional Produce and Geographies. Our plan is to focus first on key countries and regions with the largest markets for our crops, including Mexico, Israel, Ethiopia, Ghana, key markets in the United States such as California, Peru and Brazil. In the future, we are also planning to increase the variety of crops that can be treated with our products, to include produce such as apples, tomatoes, pomegranate, eggplant, broccoli, and papayas. ● Focus on Exportation to Europe. We plan to increase our focus on exports to Europe, from countries such as Peru and Brazil, as European Union regulations permit a limited use of fungicides. When taking into account these regulations, which are becoming increasingly difficult, and the long transportation time, there is a significant increase in the risk of produce decay. ● Leverage Our Products Through Collaborations. Our focus and expertise in the development of green products for the agri-tech industry and in post-harvest treatments allow us to be a partner of choice for other businesses looking for development partners and for larger companies wanting to leverage their product such as PAA into new combination products. For example, companies selling or owning fungicides, the MRL of which is being reduced, and that are working in synergy with our products are good partners. This type of collaboration could allow them to continue selling their product.

Selling and Marketing

Although since 2022, we ran over fifty successful pilots with potential commercial partners, we discovered that the sale cycle is significantly longer than we had anticipated and noted it would take, on average, at least two seasons for our new solutions to be fully implemented.

Therefore, during 2024, we optimized our marketing and sales strategy. We now concentrate our efforts first on high value crops, such as avocado, mango, citrus, pears, various berries, dates and bell peppers, while targeting larger producing countries in both the northern and southern hemispheres to overcome the seasonal effect. In the last 12 months, we conducted pilots in South and Central America, the United States, and Israel. In addition, to shorten the length of our pilots, we now aim to target fresh produce with a comparatively shorter shelf life, including various berries. Over the next 12 months, we intend to focus mainly on following up with the pilots performed during the last 18 months in Peru, Brazil, the United States and Israel and convert them into full commercial applications. To facilitate our market penetration, we are collaborating with local agents and experts in various jurisdictions, each of which has connections with packers and retailers on the ground, which helps us bridge the language and cultural gaps.

Israel

Over the course of 2022, we ran pilots with large packing houses in Israel on pears, berries, pomegranate and tomatoes. Following several successful pilots on pears, a leading Israeli pear packing company started mid-2023 to use our solution as their commercial applications for two pear varieties. Following the successful season, the packing house is considering applying Save Foods’ solution to all their pears.

United States

The first market we targeted for the sale and distribution of SavePROTECT is the post-harvest citrus industry in the State of California, which according to the 2022 USDA report on citrus fruit accounts for 62% of total United States citrus production.

Over the last three years, we have treated more than 200,000 tons of citrus fruit with different versions of our SavePROTECT product. Under the supervision of a world leading packing house in the citrus fruit industry, we evidenced our solutions’ utility as having a good safety profile, ensuring food safety and controlling microbial spoilage. We plan to leverage this collaboration in order to further penetrate the citrus based fruit packing industry, both in California and beyond.

The post-harvest treatment market for fruits and vegetables, which, according to a post-harvest treatment market analysis by Grand view Research, is projected to grow from $2.03 billion in 2024 to $3.09 billion by 2030, growing at a CAGR of 7.3% during the forecast period, is led globally by select companies, including DECCO U.S. Post-Harvest, Inc., (United States), Bayer AG (Germany) Syngenta Crop Protection AG (Switzerland), Xeda International (France), John Bean Technologies (United States) and Agrofresh (United States).

Brazil

Brazil ranks third globally in fruit production and exported more than one million tons of fruit during 2023 according to Brazilian Farmers, an employer’s organization affiliated with the Brazilian Confederation of Agriculture and Livestock (CNA). According to an article published on Fresh Plaza, a global trade media platform, in 2021, the European Union and the United Kingdom accounted for more than 60% of Brazil’s fruit export destinations. The main fruits exported from Brazil to Europe and the UK during 2023 included table grapes, limes, avocados, litchis, bananas, melons, and papayas. These fruits represent a significant portion of Brazil’s fruit exports, with about 75% of exported fruit from Brazil exported to the European and UK markets.

In 2022, we began to evaluate the opportunity of the Brazilian market and the regulatory landscape in collaboration with Endeavour Biologicos, a Brazilian agri-biotech company focused on biological crop protection, and Oxytrade Comércio, a Brazilian trading company with expertise in import/export. By the end of the second quarter of 2023, we received approval from Endeavour Biologicos for the distribution of our products. We have entered into a distribution agreement with Oxytrade, which is responsible for managing distribution and facilitating connections between SaveFoods and potential clients in Brazil. Following a series of successful trials on lime, we are now advancing to a semi-commercial pilot to determine the optimal dosing for SaveFoods’ commercial treatment. Additionally, we are preparing a trial on mango to generate results for local packers.

Peru

According to statistics from Peru’s Ministry of Agricultural Development and Irrigation, Peruvian agricultural exports reached a record of $7.56 billion in 2022. In 2022, Peru’s blueberry exports reached a record $1.36 billion, Peru’s avocado exports reached $895 million and Peru’s grape exports reaching a record high of $1.46 billion, followed by citrus and mango.

We have conducted pilots since 2022 in Peru, mainly on avocado, berries, mandarins, and snow peas with a large multinational packers. Following these successful pilots, during 2024, such packer started using our solution commercially on a small-scale on avocados with the goal of advancing to full commercial application for 2025.

Intellectual Property

We rely on patents and trade secret protection laws to protect our proprietary products and intellectual property. We entered into confidentiality agreements with our employees, consultants, customers, service providers and vendors that include our technology and proprietary manufacturing processes.

As of June __, 2025, Save Foods owned thirteen issued patents. These patents were granted in Israel, the United States, South Africa, and Europe and expire between 2031 and 2041. In addition, ten patent applications are pending.

Compositions and Methods of Treating Edible Matter and Substrates Therefor

This patent family includes patents in the United States, Israel, and an allowed application in Europe and relate to a method for protecting edible matter from decay by applying to the edible matter a disinfecting composition containing, among other things, (1) phosphonic or phosphoric acid, (2) a carboxylic acid, (3) performic acid, (4) a performic acid source (such as formic acid) and an oxidizer (such as hydrogen peroxide).

File Number	Country	Type	Status	Application/Patent Number	Priority Date
SVF-P-001-DE	Germany	Patent	Issued	DE 602011071750.2	September 14, 2010
SVF-P-001-ES	Spain	Patent	Issued	11825901.9	September 14, 2010
SVF-P-001-FR	France	Patent	Issued	11825901.9	September 14, 2010
SVF-P-001-GB	Britain	Patent	Issued	11825901.9	September 14, 2010
SVF-P-001-IL	Israel	Patent	Issued	225247	September 14, 2010
SVF-P-001-IL1	Israel	Patent	Issued	254909	September 14, 2010
SVF-P-001-US1	United States	Patent	Issued	10,212,956	September 14, 2010
SVF-P-001-US2	United States	Patent	Issued	11,632,971	September 14, 2010
SVF-P-001-US3	United States	Patent	Pending	18/082,810	September 14, 2010

A claim was filed by ECOLAB against the registration of our Patent No. 11825901.9 (Public number EP2615932B1), the Opposition to European Patent has been concluded in the Company’s favor in December 2024. Accordingly, European Patent No. 11825901.9 is maintained with claims covering a method of protecting edible matter using a specific performic acid composition.

Methods for Improving the Appearance of Edible Plant Matter

This patent family includes a patent in Israel and relates to a method of improving the appearance of edible plant matter either during the pre-harvest or post-harvest stage. The method includes applying a composition based on phosphonic acid to the edible plant matter.

File Number		Country		Type		Status		Application/Patent Number		Priority Date
SVF-P-002-IL		Israel		Patent		Issued		229724		May 30, 2011

Method and Apparatus for Maintaining Fresh Produce in a Transportation Container

This patent family includes patents in Israel and the United States and relate to a method for maintaining fresh produce stored in a transportation container. The apparatus is configured to generate an aerosol of one or more liquid pesticides, thereby reducing pathogenic contamination within the transportation container. This patent family covers any liquid pesticide for use in the above-mentioned apparatus.

File Number	Country	Type	Status	Application/Patent Number	Priority Date
SVF-P-003-IL	Israel	Patent	Issued	227328	June 23, 2013
SVF-P-003-US	United States	Patent	Issued	9,487,350	June 23, 2013

Sterilization Compositions and Methods for Use Thereof

This patent is related to kits and methods for controlling pathogen load within or on the surface of an edible plant matter.

File Number	Country	Type	Status	Application/Patent Number	Priority Date
SVF-P-006-EP	Europe	Patent	Pending	21763868.3	March 1, 2020
SVF-P-006-MX	Mexico	Patent	Pending	MX/a/2022/010828	March 1, 2020
SVF-P-006-PE	Peru	Patent	Pending	001876-2022/DIN	March 1, 2020
SVF-P-006-US	United States	Patent	Pending	17/908,624	March 1, 2020
SVF-P-006-ZA	South Africa	Patent	Issued	2022/09840	March 1, 2020

Combined Fungicidal Preparations and Methods for Use Thereof

This patent is related to compositions and to methods for reducing pathogen load on a substrate.

File Number	Country	Type	Status	Application/Patent Number	Priority Date
SVF-P-007-EP	Europe	Patent	Pending	21829736.4	June 23, 2020
SVF-P-007-CA	Canada	Patent	Pending	3,184,215	June 23, 2020
SVF-P-007-US	United States	Patent	Pending	18/012,486	June 23, 2020

We cannot ensure that any patent will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future. There is also a significant risk that any issued patents will have substantially narrower claims than those that are currently sought.

Competition

Given that the market for the use of green and “residue free” solutions is evolving, we are continually facing growing competition. The market for post-harvest solutions is fragmented and includes various regional suppliers. The market for post-harvest treatments for fruits and vegetables is dominated by five large players with wide reach across the globe. We believe that a market edge will be given to a company that can solidify its reputation, product quality, customer service and customer intimacy, product innovation, technical service and value creation. Based on these variables, we believe that we compete favorably when compared with the global competition in this market.

Currently, our main competitors are companies providing PAA, chlorine and other sanitization solutions, such as ozone, as well as technology companies developing new biorational fungicides.

We also compete with heavily diversified multi-national chemical conglomerates, which produce various biocide formulations designed to kill or deactivate pathogenic micro-organisms. Of these, two companies are the most significant:

	●	Evonik Active Oxygens, LLC: A subsidiary of Evonik Industries, AG (Germany). It is a significant worldwide producer of hydrogen peroxide, persulfates and PAA. These products are part of the “Smart Materials” division of Evonik which generated 4.46 billion Euro in sales in 2023; and
	●	Solvay S.A. (Belgium): Similar to Evonik Industries, Solvay is a heavily diversified multinational chemical conglomerate. During the fiscal year 2024, Solvay had approximately 4.686 billion Euro in net sales, spread across the breadth of their product lines. Most relevant to us is their blends of PAA and hydrogen peroxide, sold in two primary formulations - OXYSTRONG for water treatment and PROXITANE for the food industry.

In addition, we have several indirect competitors, which are companies with whom we seek to form strategic partnerships - large companies specializing in post-harvest solutions for the agricultural industry. This has been more difficult than initially anticipated due to our solutions reducing these companies’ revenues from certain fungicides used on produce. Such companies include:

● Decco US Post-Harvest: Decco is a subsidiary of Decco Worldwide, which itself is a division of United Phosphorous Ltd. Decco provides a variety of solutions, both mechanical and chemical, for the post-harvest industry. They produce conventional fungicides (imazalil, thiabendizole, etc.), as well as produce coatings; and ● Pace International: Pace International is a subsidiary of the Sumitomo Chemical Company. Similar to Decco, it provides a variety of solutions - primarily in the realm of conventional fungicides and carnauba wax coatings for fruit.

We also consider Citrosol, Xeda International, JBT and Agrofresh as our indirect competitors (and current or potential collaborators).

We believe that the organic market offers a huge trade and income potential for producers, processors and trading companies globally and that the rising demand of various organic products has driven the demand of organic post-harvest treatments. Green and organic technologies are increasingly being developed in a global market and several conventional post-harvest product and equipment suppliers, such as Citrosol, Fomesa, Decco and JBT, have taken the opportunity and are starting to develop natural products.

Government Regulation and Product Approval

Our products are subject to national, state and local government regulations. Based on the product claims and classification, different regulatory and registration requirements may apply at the state, provincial or federal level.

Regulation of Our Processing Aid - SavePROTECT or PeroStar

In the United States, our SavePROTECT product does not make any pesticidal claims and is not intended for use as a pesticide and, therefore, is not subject to the registration requirements of FIFRA. However, since the product is used on raw agricultural commodities in food processing facilities, the product is subject to regulation under the FFDCA. We believe that the product is in compliance with the FFDCA since every ingredient in the product can be considered GRAS when used as intended and the product does not have pesticidal activity per se.

Although SavePROTECT is not a pesticide under FIFRA, it is still required to be registered in California because the California statute requires the registration of both pesticide and adjuvant products.

On July 31, 2020, we submitted an “Application for Registration of Adjuvant” for SavePROTECT to the California Department of Pesticide Regulation (the “CDPR”). The dossier submitted included the following studies: (i) acute oral toxicity and acute dermal toxicity studies, (ii) physico-chemical property testing (determination of color, physical state, odor, density, pH, viscosity and oxidation/reduction chemical incompatibility), (iii) validation of the high-performance liquid chromatography method assay, (iv) stability test, and (iv) efficacy data.

Based on the intended use and claims for SavePROTECT, our product was registered with CDPR on October 27, 2021 as an adjuvant.

In addition, based on the opinion of our U.S. regulatory experts, all SavePROTECT ingredients are GRAS when used as intended and the product does not have pesticidal activity.

In December 2021, we submitted an application for certification for our SavePROTECT to the Organic Materials Review Institute (“OMRI”), an international nonprofit organization that determines which input products are allowed for use in organic production and processing. OMRI Listed® products are allowed for use in certified organic operations under the United States Department of Agriculture (“USDA”) National Organic Program. OMRI reviews input products to verify that they meet the organic standards for use on organic farms or in organic processing. OMRI is recognized by the USDA National Organic Program as a reputable third-party input reviewer in Interim Instruction 3012 of the USDA’s NOP Handbook. In addition, OMRI is accredited under the International Organization for Standardization ISO 17065 by the USDA Quality Assessment Division.

In June 2022, our SavePROTECT Organic was listed by OMRI allowing us to address the certified organic industry as well.

In Europe, processing aids are defined as substances that are added to exert a technological function during food processing and which may end up in the finished product. According to Regulation (EC) No. 1333/2008, processing aids means any substance which (i) is not consumed as food by itself; (ii) is intentionally used in the processing of raw materials, foods or their ingredients, to fulfil a certain technological purpose during treatment or processing; and (iii) may result in the unintentional but technically unavoidable presence in the final product as residues of the substance or its derivatives, provided they do not present any health risk and do not have any technological effect on the final product.

Processing aids are differentiated from food additives, which are substances that are added to food with the intention to exert a technological function within the final food product. Therefore, processing aids are not required to follow the EFSA guideline of “Data Requirements for the Evaluation of Food Additive Applications.”

In Europe, our PeroStar is not considered a processing aid in the enzymatic preparation category and, therefore, PeroStar is only regulated at the national level. While there are no harmonized requirements regarding the registration of a processing aids, some data (such as full composition and some toxicological data) must be disclosed and discussed with the competent authorities before the submission of a registration request.

In Mexico, based on the product composition and the legal status of the substances to be used as food additives, our PeroStar/SavePROTECT can be marketed and used in Mexico as a food additive (processing aid) and no registration is required.

In Israel, the guidelines of the National Food Services, Ministry of Health, define the requirements for cleaning and disinfectant agents used with food. These guidelines state that such cleaning and disinfectant agents applied to the cleaning equipment which comes into direct contact with food, must not contain carcinogens. Specifically, List A and List B published by the Inter-ministerial Committee on Carcinogens, Mutagens and Teratogens of the Ministry of Health identify products and ingredients with carcinogenic, mutagenic and teratogenic properties. Our regulatory consultant in Israel has confirmed that our PeroStar does not contain carcinogens, mutagens and/or teratogens, and, therefore, is considered approved in terms of the relevant regulations of the National Food Services, Ministry of Health, and can be used as an additive to cleaning and disinfectant agents for fresh produce.

On January 22, 2022, we received an approval from Peru’s Ministry of Agricultural Development and Irrigation to sell our products in Peru.

Based on the intended use and claims for FieldPROTECT, our product for pre-harvest was registered with CDPR on October 23, 2023 as an adjuvant FieldPROTECT is a product similar to SavePROTECT however it is used for pre-harvest applications.

On February 5, 2024, we received the confirmation from our partners in Brazil, that Save Foods products may be commercialized in Brazil without any further regulatory approvals.

Registration of Our SpuDefender and FrehProtect

We currently have registrations for our SpuDefender (EPA Reg. No. 86381-1) and our FreshProtect (EPA Reg. No. 86381-2), in the United States at both the federal level and in the individual states where the products are sold for the use in post-harvest settings. To allow the utilization of our FreshProtect in pre-harvest settings, we submitted to the EPA an updated product label in January 2023.

Regulation of Our Sanitizers - SF3H and SF3HS

In the United States, the primary federal laws that regulate the sale and distribution of our sanitizer products are the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”) and the Federal Food, Drug and Cosmetic Act (“FFDCA”).

FIFRA is the federal law that regulates the sale and distribution of pesticides and is administered by the EPA. Products that claim or are otherwise intended to control microorganisms on inanimate surfaces, in water and on raw agricultural commodities are regulated, under FIFRA, as pesticides. FIFRA generally requires the pre-market registration of pesticide products. To register a pesticide product, we are required to provide test data and related information to demonstrate that the product is safe and effective under the conditions of use, as specified on the product label. The cost and timeframe to achieve EPA product registration depends on the type of product and the claims made for the product. Registered products are also subject to a number of recordkeeping and reporting obligations which require constant product oversight by companies.

Pursuant to FIFRA and Section 408 of the FFDCA, the EPA establishes tolerances for pesticide chemical residues that could remain in or on food, including raw agricultural commodities. A tolerance is the EPA established maximum residue level of a specific pesticide chemical that is permitted in or on a human or animal food in the United States. Generally, any pesticide chemical residue must have either a tolerance or an exemption from the requirement to have a tolerance in order to be permitted in or on human or animal food. The FDA enforces the tolerances pursuant to its authority under the FFDCA.

The FFDCA regulates the sale and distribution of drugs, medical devices, cosmetics and foods (including substances added to and found in food such as pesticide residues) and is administered by the FDA. Under the FFDCA, the FDA does not register or approve products that are used on food commodities and certain food-contact surfaces, such as food packaging. However, all substances that are used on food or food-contact surfaces need to be subject to an FDA regulation or permitted through other clearance mechanisms, such as a Food-Contact Notification, Threshold of Regulation opinion, by Prior Sanction or be “Generally Recognized as Safe” or “GRAS”. If all the substances or ingredients in a particular product are cleared for use on food or food-contact surfaces or are GRAS then a company can market a product without obtaining any additional clearances. GRAS substances do not require pre-market approval or clearance by the FDA although the FDA does have a notification process for GRAS substances.

At the federal level, antimicrobial agents are subject to regulation by the FDA and/or EPA, either singly or jointly, depending upon the intended use of the product. Antimicrobial products applied to processed food are solely regulated by the FDA per longstanding FDA and EPA policy outlined in an EPA Notice titled “Legal and Policy Interpretation of the Jurisdiction Under the Federal Food, Drug, and Cosmetic Act of the Food and Drug Administration and the Environmental Protection Agency Over the Use of Certain Antimicrobial Substances” (63 Fed. Reg. 54,532 at 54,536 & 54,541 (Oct. 9, 1998)) and EPA’s Pesticide Registration Manual, Chapter 18. Antimicrobial products applied to raw agricultural commodities (e.g. fruits and vegetables) are jointly regulated by the EPA and the FDA if their application takes place in a food-processing facility. If the antimicrobial product is applied to a raw agricultural commodity in a treatment facility that solely washes and packs food commodities, and the treatment does not change the status of the food as a raw agricultural commodity, then the EPA has sole federal regulatory jurisdiction.

Since our sanitizers will be and are intended to be used solely to treat raw agricultural commodities in post-harvest washing and packing facilities, at the federal level they are regulated solely by the EPA (as opposed to FDA): product registration is required under FIFRA and any food residues are regulated under the FFDCA. To complete the registration process, we will be required to submit a number of studies in the form of a registration application or dossier, which has not yet been submitted to EPA. These studies will specifically include: (i) safety studies - six acute toxicity studies (already finalized), (ii) physio-chemical properties testing (already finalized), (iii) one-year storage stability and corrosion (ongoing), and (iv) an efficacy study to demonstrate that the product is an effective sanitizer (studies conducted under non-good laboratory practices already performed and they show the product meets EPA performance standards). We have already identified and engaged with a third-party company in the United States to perform our good laboratory practices efficacy studies.

In addition, every state has its own laws that regulate pesticides and these laws require registration of pesticide products at the state level. Accordingly, products must also be registered in the states in which they are distributed prior to any sale.

Solterra

Solterra engages in the development of renewable energy projects through its local subsidiaries in the solar energy sector and presents certain investment opportunities in solar PV projects. The business strategy primarily involves selling renewable energy projects to third parties at various stages of development. These activities encompass the development of renewable energy projects from the initial stage of land identification and project advancement through construction, operation, or sale to a third party. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries with most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future.

On February 24, 2025, in connection with a joint venture to finance two battery storage projects in Sicily, Italy, , we entered into a notarial preliminary land agreement (the “Solterrra Agreement”) with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD, a wholly owned subsidiary of SB (“SBI4”) pursuant to which upon closing of the contemplated transactions, we will purchase 70% of SBI4 shares (on a fully diluted basis) from SB. We will lend EUR 2,300,000 to SB14 for financing two battery storage projects in Sicily, Italy, which loan will accrue interest at 7% per annum. After the repayment of any outstanding shareholder loans, the net profit from sales of projects will be split between the parties as follows: if the selling price per megawatt (“MW”) (i) does not exceed Euro 30,000, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds Euro 30,000 up to Euro 60,000, per MW, SB will receive 40% of the profit (10% above its pro-rata share) and we will receive 60% of the profit; and (iii) exceeds EUR 60,000 per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and we will receive 50% of the net profit.

The renewable energy sector is well-developed in Poland, Italy, and Germany, where the specific entity operating in a country or region (the “Operating Entity”) operates. Numerous entities are involved in renewable energy projects leading to intense competition, featuring both large global and local companies, as well as smaller local firms specializing in specific regions. Currently, Solterra’s market share in the renewable energy sector in these countries is not significant.

The following describes work processes involved in the development, construction, and operation of renewable solar energy projects:

Project Development

● Land identification and engagement with landowners: To identify suitable land for a project, a local team assesses various parameters such as location relative to a potential grid connection point, land slope and suitability for future installation of renewable energy generation facilities, site accessibility, various constraints such as soil type, flooding potential, archaeological considerations and environmental considerations. Engagement with landowners typically occurs in the initial project stage through a binding agreement for obtaining rights (purchase, lease, or rental), which allows the Operating Entity to sign a final agreement at a later stage when there is greater certainty regarding the feasibility and profitability of the project.

● Land assessment and project evaluation:

● Planning constraints: Each country or region has planning constraints that may affect the likelihood of obtaining a building permit in the final stage of the process. The Operating Entity maps and reviews the various planning constraints based on available planning information and assesses their potential impact on the construction of facilities on the designated land. Such planning constraints may exist, for example, in cases of proximity to infrastructure or roads, proximity to water sources or streams, specific guidelines for the types of facilities that can be built on the land, fire history, archaeological constraints, earthquake potential and regional drainage plans. ● Optimal facility design for the land: Based on the topography and limitations of the area, a preliminary facility is designed to assess the construction potential under the constraints and limitations, and the optimal technology for the area is selected (fixed facility, tracking facility (tracker) and storage solution). ● Assessment of a potential connection solution: The Operating Entity assesses the status of the electricity grid in the area and the options for connecting the facility to the grid according to the needs and available supply in the area, including discussions with the local grid operator. This assessment is carried out by local group employees or local consultants. Such an assessment is intended to help, among other things, evaluate connection solutions, connection costs and timelines.

● Output assessment: The Operating Entity performs an output assessment of the project based on various data and simulations. This assessment is carried out by the Operating Entity’s local team and with the help of dedicated consulting firms as needed. ● Business plan preparation: For each project, the Operating Entity prepares a business plan based on collected information, assessments and forecasts (including regarding output, electricity prices and sales, land costs and operating costs, taxes and financing). The Operating Entity maintains a basic business model adapted to each country according to the different regulations and tax laws. A business plan for each project is updated and maintained by the Operating Entity’s local team. ● Risk assessment: If business, technological, or legal risks are identified in the process, an assessment of the risk level and their implications for the business plan and the project is carried out. The risks are documented by the local team and discussed with the Operating Entity’s management. ● Decision-making regarding project advancement: After completing the project examination and evaluation process, Operating Entity’s management decides whether to continue developing the project or abandon it. The decision is made based on forward-looking information presented to Operating Entity’s management, including professional assessments, estimates, and forecasts.

● Establishment of a project company: If it is decided to proceed with project development, the rights related to the project are transferred to a dedicated project company. ● Development services agreement: The Operating Entity negotiates an agreement for development services if development is planned to be outsourced to external contractors. The agreement will be signed with a local subsidiary of the company in the relevant country of operation. ● Grid Connection Solution: An application to obtain a grid connection solution in the relevant country of operation will need to be submitted to the transmission system operator or the distribution system operator. Sometimes the solution provided differs from the solution planned in the previous stage, depending on supply and demand or the development status of the transmission grid. A grid connection solution provided for a project reflects the future connection cost as well as development costs or implications for the power line required from the facility to the connection point. If the costs significantly exceed the planned amount, the decision to proceed with development may be reassessed. ● Completion of land rights acquisition: Land rights in exchange for payment of the agreed consideration and registration of rights of in land registries are then required.

● Depositing guarantees: To secure the proposed connection solution, guarantees or other collateral are required. In many cases, there is a right to a refund of the guarantees or collateral if a project is canceled and the grid connection is released. ● Building permit: An application for a building permit based on engineering and electrical planning will need to be submitted to the relevant municipal authority. The process is subject to objections and usually requires participation in planning committee meetings to present the project and make adjustments as required by the planning committees. After obtaining a building permit, a project is ready for construction. Currently, the Company’s business strategy focuses on selling projects during the development stages. Accordingly, the Company expects to sell projects prior to obtaining a building permit. ● Project financing: The Operating Entity and/or Solterra will engage with financial institutions to provide loans for project construction financing, and maintain ongoing relationships with lenders, including providing information and periodic reporting regarding compliance with milestones and financial benchmarks. ● Power purchase agreements: Entering into a power purchase agreement, for long-term electricity sales or other alternatives according to electricity trading options in the various markets.

Project Construction and Grid Connection

● Contracting with an engineering, procurement, construction contractor, grid connection agreement, and ancillary construction agreements. ● Ordering and purchasing equipment. ● Managing detailed engineering planning according to building permits. ● Construction site management and engineering supervision. ● Management and supervision of safety procedures at the construction site. ● Acceptance tests and connection to the electricity grid.

Italy’s Renewable Energy Landscape and Regulatory Processes

In June 2024, the Italian government published its updated National Energy and Climate Plan (“NECP”). The Plan reference scenario aims for a 58% reduction in emissions by 2030 compared to 2005 levels, while the policy scenario targets a 66% reduction, aligning with the European Union’s goal of a 62% reduction compared to 2005. Under this plan, coal-fired power plants will be shut down in 2025 and replaced by battery storage and gas-fired plants. The total renewable energy capacity is projected to increase to 131 GW, including 80 GW of solar power, representing a growth of approximately 45 GW compared to the installed capacity at the end of 2024.

The NECP also set a target of 7.5 to 8.5 GW of battery energy storage system (“BESS”) capacity by 2030, encompassing both residential and industrial-scale storage. To support this target, Italy has launched a program to encourage investments in industrial-scale storage, aiming for at least 70 GWh of storage capacity within the next decade. This initiative is expected to require investments exceeding €17 billion.

Furthermore, the Italian government plans to hold its first auction for energy storage capacity under the MACSE mechanism in the first half of 2025. This auction aims to support the installation of storage projects to meet Italy’s renewable energy target of 131 GW by 2030. These auctions will focus on availability tariffs for a 15-year period, with quotas allocated to each region in Italy, emphasizing Southern Italy, Sicily, and Sardinia.

Electricity sales in Italy are currently conducted through several primary channels. Alongside trading on the power exchange, there are auction schemes where Italy commits to a fixed tariff for 20 years without a commitment to the amount of electricity generated. The payment scheme is based on the price difference between the market price and the winning bid submitted by the electricity producer. In the photovoltaic sector, these auctions are open only to projects not located on agricultural land.

Concurrently, another option for electricity sales is long-term Power Purchase Agreements (“PPAs”). These agreements typically have a term of approximately 10 years (compared to auctions with a typical sales period of 20 years). PPAs are particularly relevant for photovoltaic facilities as they allow construction on relatively inexpensive agricultural land (which is excluded from auctions).

Due to restrictions on non-agricultural land, most projects under development in Italy, including those of the Company, primarily consider PPAs and/or sales of electricity on the open market at variable prices, rather than participating in auctions.

Regulation and Permitting Processes for Renewable Energy Projects in Italy

The permits required for constructing renewable energy power plants vary depending on the type of facility. The following is a general overview of the permitting process required for photovoltaic facilities:

● Securing Land Rights: The initial step typically involves securing land rights, usually through a long-term lease agreement or a right to purchase the land, contingent upon obtaining a building permit for the project. This agreement usually covers a development period of 2-3 years, followed by a lease agreement for at least 30 years or a land purchase agreement. ● Grid Connection Approval: Grid connection must be facilitated through facilities owned and operated by electricity grid operators. Facilities with a capacity of up to 10 MW submit a connection request through local distributors who review and provide the terms, timelines, and costs for the connection. The application includes a document outlining preliminary connection conditions and another with specific and detailed conditions. This document specifies the work required from the producer and the work required by the distributor. Upon acceptance of the terms, an agreement is entered into between the producer and the distributor. Higher-capacity facilities require a similar process with the national transmission company, which usually also includes a detailed solution for connection of the project. ● Advanced Permitting Stage: If a project qualifies for exemptions in the planning and environmental permitting process (PAS procedure, as explained below), it is considered to be in the advanced permitting stage. Otherwise, it is classified as being in the permitting stage. ● Planning and Environmental Procedures: The planning and environmental process in Italy is divided into three possible tracks:

● AU (Autorizzazione Unica) Procedure: This procedure involves submitting planning documents to the regional or national committee and a parallel environmental impact assessment to the relevant environmental ministry. After a hearing with all stakeholders and obtaining AU approval, an application for a building permit must be submitted to the municipality. The AU process typically takes 12 to 24 months on average. ● PAUR (Provvedimento Autorizzatorio Unico Regionale) Procedure: This procedure combines the planning and environmental aspects and is handled by a single entity – a regional or provincial committee (above municipal/local and below regional). Similar to the AU procedure, after a hearing with stakeholders and obtaining approval, a building permit application must be submitted to the municipality. The PAUR process typically takes 18 to 24 months on average. ● PAS (Procedura Abilitativa Semplificata) Procedure: This is a simplified and expedited procedure conducted with the local municipality, requiring only the submission of project planning documents. If there are no objections within approximately 90 days, approval is granted, which also serves as a building permit.

The specific track a project follows depends on factors such as project size, location and various environmental parameters.

● Advanced Permitting Stage (Post-PAS or Similar): After completing the relevant procedure (PAS, AU, or PAUR), the project is considered to be in the advanced permitting stage, and development costs are capitalized as assets under construction in the financial statements. ● Building Permit: If the statutory track is AU or PAUR, a building permit application must be submitted to the municipality, a process that may take 3 to 6 months. ● Ready to Build (RTB): After obtaining the building permit, the project is considered RTB. ● Grid Connection Work Commencement Approval: Generally, the planning approval includes all necessary permits for commencing work and connection. However, if changes are required regarding the grid connection, additional approval is needed to begin connection work. ● Operating Permit: Every renewable energy power plant with a capacity exceeding 20 kW is required to obtain an operating permit and a unique identification code for the facility.

In Italy, Solterra Energy operates through Solterra Brand Services Italy srl, a company registered in Italy and held equally by Solterra and its partner Brand Energy Ltd. (“Brand”), a private company wholly owned by Brand (M.G.) Ltd.

In Poland and Italy, Solterra Energy operates through Solterra in collaboration with Brand. The collaboration encompasses investment, development, financing, construction, operation, maintenance, acquisition, improvement, and sale of renewable energy projects, including clean energy, solar energy, wind energy, and energy storage facilities in the target countries. Each of Solterra and Brand holds a 50% stake in these projects through local subsidiaries.

Employees

As of August 5, 2025, we (together with our wholly owned subsidiary, Save Foods Ltd.) have one full-time employee. Our executive officers, David Palach and Lital Barda, are responsible for the day-to-day operations of our company.

Property

Our commercialization and manufacturing operations are currently conducted at Neve Yarak (Israel) where we lease approximately 230 square meters of space to run our trials. The lease expired on August 31, 2024 and was extended for an additional one-year period, until August 31, 2025. Our current monthly rent is NIS 9,000 (approximately U.S. $2,400).

We lease office space in Miami, Florida. We renewed our lease in December 2023 for one year until December 2024, with an option to renew for an additional one-year term. We exercised our option to renew the lease for an additional one-year term on December 15, 2024. Our current monthly rent payment is $670.

Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our current directors and executive officers:

Name	Age	Position
Amitay Weiss (6)	63	Chairman of the Board of Directors
David Palach	59	Chief Executive Officer
Lital Barda	38	Chief Financial Officer
Ronen Rosenbloom (1) (2) (3) (4) (5)	53	Director
Israel Berenstein (1) (2) (4) (5)	54	Director
Eliahou Arbib (1) (2) (3) (4) (7)	59	Director
Udi Kalifi (1) (3) (7)	46	Director
Liat Sidi(1)(6)	51	Director
Asaf Itzhaik(1)(6)	53	Director

(1)	Independent Director
(2)	Member of the Compensation Committee
(3)	Member of the Audit Committee
(4)	Member of the Nominating and Corporate Governance Committee.
(5)	Member of Class I with a term ending at the 2025 annual meeting of stockholders.
(6)	Member of Class II with a term ending at the 2026 annual meeting of stockholders.
(7)	Member of Class III with a term ending at 2027 annual meeting of stockholders.

Amitay Weiss, Director

Mr. Weiss has served as a member of our board of directors since August 2020 and as our chairman of the board of directors since May 24, 2021. Mr. Weiss also serves as a director in other public companies, including Solterra Energy since 2022, Arazim Investments Ltd. since 2020, Upsellon Brands Holdings Ltd. since 2020, Viewbix, Inc. since 2022, Jeff’s Brands Ltd. since 2022, and the Tomer Ltd., an Israeli governmental company since 2024. Mr. Weiss also serves as Chairman of the Board of Automax Motors Ltd., since 2021, Clearmind Medicine Inc., since 2019, SciSparc Ltd. since 2020, ParaZero Ltd. since 2022, Charging Robotics, Inc. since 2022, and Maris Tech Ltd. since 2023. In April 2016, Mr. Weiss founded Amitay Weiss Management Ltd., an economic consulting company and serves as its chief executive officer. Mr. Weiss also serves as chief executive officer of Gix Internet Ltd. since September 2022 (and served as a director since 2019, until 2022). Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in business administration from Ono Academic College in Israel, an Israeli branch of University of Manchester and an LL.B. from the Ono Academic College. We believe that Mr. Weiss is qualified to serve on our board of directors because of his diverse business, management and leadership experience.

David Palach, Chief Executive Officer

Mr. Palach has served as our chief executive officer since January 2021. Mr. Palach has owned and served as chief executive officer of S.T. Sporting LTD and Sun Light Lightning Solutions LTD, companies operating in the environmental industry since 2009 and 2015, respectively. Mr. Palach holds a BBA in accounting from Baruch College/City University of New York and completed a Directors Course at Bar Ilan University in Israel. Mr. Palach previously maintained a certified public accounting license in the State of Maryland.

Lital Barda, Chief Financial Officer

Lital Barda has served as our chief financial officer since April 2022. In addition to her role as chief financial officer, Ms. Barda currently serves as an accountant and financial controller for Shlomo Zakai, CPA, a position she has held since November 2017, and provided a wide range of accounting and controlling services for publicly traded and private companies, including for us. Ms. Barda holds a B.A. in accounting from the Ono Academic College in Kiryat Ono, Israel. Ms. Barda is also a certified public accountant in Israel.

Ronen Rosenbloom, Director

Mr. Rosenbloom has served as a member of our board of directors since August 2020. Mr. Rosenbloom is an independent lawyer and has been working for a self-owned law firm specializing in white collar offences since 2004. Mr. Rosenbloom has served on the board of directors of Xylo Technologies Ltd. (Nasdaq: XYLO) since September 2018 and ScoutCam Inc. (OTC: SCTC) since December 2019. Prior to that, Mr. Rosenbloom served as chairman of the Israeli Money Laundering Prohibition committee and the Prohibition of Money Laundering Committee of the Tel Aviv District, both of the Israel Bar Association from November 2015 to December 2019. Mr. Rosenbloom holds an LL.B. from the Ono Academic College, an Israeli branch of University of Manchester. We believe that Mr. Rosenbloom is qualified to serve on our board of directors because of his business experience and expertise and background with regard to legal matters.

Israel Berenstein, Director

Mr. Berenstein has served as a member of our board of directors since August 2020. Mr. Berenstein also serves on the board of directors of Plantify Foods, Inc. (TSXV: PTFY) and has also served on the board of directors of Jeffs’ Brands Ltd. (Nasdaq: JFBR) and served on the board of directors of Upsellon Brands Holdings Ltd from May 2019 to October 2024. (TASE: UPSL). Since January 2023, Mr. Berenstein has worked as a self-employed attorney. Mr. Berenstein previously worked as an attorney with Ben Yakov, Shvimer, Dolv - Law Office from January 2020 to December 2022. Prior thereto, Mr. Berenstein worked in the legal department of Sonol Israel Ltd. from April 2010 to December 2020. Before that, Mr. Berenstein worked as a commercial lawyer and litigator for a leading Israeli law firm from July 2000 to April 2010. Mr. Berenstein earned an LL.B. in law and an M.A. in political science from Bar Ilan University, Israel. Mr. Berenstein was admitted to the Israel Bar Association in 2000. We believe that Mr. Berenstein is qualified to serve on our board of directors due to his extensive legal experience.

Eliahou Arbib, Director

Mr. Arbib has served as a member of our board of directors since January 2021. Mr. Arbib has also served as chairman of the board of directors of Chiron Refineries Ltd. (TASE: CHR) since September 2016. He is also the current owner and manager of Eliahou Arbib Law Offices, since May 2013. Prior to that, from 1993 until 2000, Mr. Arbib was the managing director of AA Arbib Agriculture Supply Ltd. Mr. Arbib holds an LL.B from the Law and Business Academic Center of Ramat Gan, Israel. Mr. Arbib has been an active member of the Israeli Bar Association since 2013 and served as deputy chairman of the Security and Defense Committee of the Israeli Bar Association since 2014. We believe Mr. Arbib is qualified to serve on our board of directors because of his legal expertise as well as experience in the field of agriculture.

Udi Kalifi, Director

Mr. Kalifi has served as a member of our board of directors since May 2021. Mr. Kalifi has been the owner and manager of Udi Kalifi Law Offices since 2006. He has also served as a member of the board of directors of Matomi Media Group Ltd. (TASE: MTMY) since May 2020. Mr. Kalifi holds an LLB, BSc in Accounting and LLM from the Tel Aviv University, Israel and a master’s degree in law and economics from the University of Bologna, Humbourg and Roterdam. Mr. Kalifi has been an active member of the Israeli Bar Association since 2006. We believe Mr. Kalifi is qualified to serve on our board of directors due to his legal and finance experience.

Liat Sidi, Director

Ms. Sidi has served as a member of our board of directors since November 12, 2023. Ms. Sidi has served as manager of the accounting department for Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) since 2010. Additionally, since 2010, Ms. Sidi has served as an accountant at Sidi Liat Accounting Services, and since February 2025 has provided accounting services to Total Finance Ltd. Since August 2020, Ms. Sidi has served as a director of SciSparc Ltd. (Nasdaq: SPRC), since October 2023 until January 2024 Ms. sidi has served as a director of Plantify (TSXV: PTFY), and since November 2024 served as a director of Polyrizon Ltd (Nasdaq: PLRZMs. Sidi previously served as an accountant for Panaxia Labs Israel Ltd. (TASE: PNAK) from 2015 to 2020 and as an accountant for Soho Real Estate Ltd. from 2015 to 2016. Ms. Sidi also served as an accountant for Feldman-Felco Ltd. from 2006 to 2010 and as an accountant for Eli Abraham Accounting Firm from 2000 to 2006. Ms. Sidi completed tax, finance and accounting studies at the Ramat Gan College of Accounting. Ms. Sidi is a certified public accountant in Israel. We believe Ms. Sidi is qualified to serve on our board of directors due to her extensive finance experience and experience with publicly traded companies.

Asaf Itzhaik, Director

Mr. Itzhaik has served as a member of our board of directors since December 2023. Mr. Itzhaik has served as the chief executive officer of A.K.A Optics Ltd., a manufacturer of adaptive optics, since 1994 and as a member of the board of directors of A.K.A Optics Ltd. since 1998. Mr. Itzhaik has served as a director of Plantify since August 2023 (TSX: PTFY), as a director of Jeffs’ Brands Ltd. (Nasdaq: JFBR) from August 2022 until November 2023, as a director of Clearmind Medicine Inc. (Nasdaq: CMND) since November 2022, as a director of Rani Zim Shopping Centers Ltd. (TASE: RANI) since August 2022, and as a director of Gix Internet Ltd. (TASE: GIX) since August 2021. Mr. Itzhaik is a certified optometrist and graduated from a program in corporate board leadership in Merkaz Hashilton Hamkomi, Israel. We believe Mr. Itzhaik is qualified to serve on our board of directors due to his diverse business experience, which we believe will assist the Company in any future potential merger and acquisitions activities.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal, conviction, a criminal proceeding, an administrative or, or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Composition of Board of Directors

Our board of directors consists of seven directors. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Arrangements for Election of Directors and Members of Management

Pursuant to the Securities Exchange, Plantify is entitled to designate a director to our board of directors.

There are no other arrangements or understandings pursuant to which any of our executive officers or directors were selected.

Director Independence

Our board of directors has determined that Ronen Rosenbloom, Israel Berenstein, Eliahou Arbib, Udi Kalifi, Asaf Itzhaik and Liat Sidi do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of The Nasdaq Stock Market LLC.

Committees of the Board of Directors

Our board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and standing committees. We have established three committees under the board of directors: an audit committee, nominating and corporate governance committee and compensation committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee is responsible for, among other things:

● appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm their independence from management; ● reviewing with our independent registered public accounting firm the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual consolidated financial statements that we file with the SEC; ● overseeing our financial and accounting controls and compliance with legal and regulatory requirements; ● reviewing our policies on risk assessment and risk management; ● reviewing related person transactions; ● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and ● overseeing the cybersecurity committee.

Our audit committee consists of Udi Kalifi, Eliahou Arbib and Ronen Rosenbloom, with Udi Kalifi serving as chair. Each member of our audit committee meets the financial literacy requirements of Nasdaq listing standards. In addition, our board of directors has determined that Udi Kalifi will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors adopted a written charter for the audit committee, which is available on our website at www.n2off.net.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other things:

● identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; ● overseeing our succession plan for the CEO and other executive officers; ● overseeing the evaluation of the effectiveness of our board of directors and its committees; and ● developing and recommending to our board of directors a set of corporate governance guidelines.

Our nominating and corporate governance committee consists of Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib, with Ronen Rosenbloom serving as chair. Our board of directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at www.n2off.net.

Compensation Committee

Our compensation committee is responsible for, among other things:

● reviewing and approving the compensation of our chief executive officer and other executive officers; ● reviewing and making recommendations to the board of directors regarding director compensation; and ● appointing and overseeing any compensation consultants.

Our compensation committee consists of Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib, with Israel Berenstein serving as chair. Our board has determined that Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib meet the definition of “independent director” for purposes of serving on the compensation committee under Nasdaq Rules, including the heightened independence standards for members of a compensation committee, and are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. Our board of directors adopted a written charter for the compensation committee, which is available on our website at www.n2off.net.

Risk Oversight

Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.

Code of Business Conduct and Ethics

We adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our website, www.n2off.net. In addition, we post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code.

Change in Procedures for Recommending Directors

There have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those procedures set forth in our proxy statement for our 2024 Annual Meeting of Stockholders, filed with the SEC on September 19, 2024.

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth certain information concerning the compensation awarded to, earned by or paid to of our chief executive officer and our other executive officer who received annual remuneration in excess of $100,000 during 2024 (each a “Named Executive Officer”).

Name and principal position	Fiscal Year	Salary ($)		Bonus ($)		Stock awards ($)			Option awards ($)		All other compensation ($)		Total ($)
David Palach	2024		91,092		15,000		87,840	(1)		-		-		193,932
Chief Executive Officer	2023		72,230		15,000		305,970	(2)		-		-		393,200
Lital Barda	2024		84,122		7,500		43,920	(3)		-		-		135,542
Chief Financial Officer	2023		60,976		7,500		119,085	(4)		-		-		187,561

(1)	Represents 320,000 shares of common stock at $0.27 per share issued on September 12, 2024.
(2)	Represents 42,858 shares and 57,142 shares of common stock at $4.742 per share and $1.795 per share issued on March 29, 2023 and December 30, 2023, respectively.
(3)	Represents 160,000 shares of common stock at $0.27 per share issued on September 12, 2024.
(4)	Represents 14,286 shares and 28,571 shares of common stock at $4.742 per share and $1.795 per share issued on March 29, 2023 and December 30, 2023, respectively.

Outstanding Equity Awards at Fiscal Year-End

There were no unexercised options, stock that has not vested or equity incentive plan awards for our Named Executive Officers outstanding as of December 31, 2024.

Consulting Agreements with Executive Officers

Consulting Agreement with David Palach

On November 6, 2020, we entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach (the “CEO Consulting Agreement”). Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach provides our company services as chief executive officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach was entitled to a monthly fee in the amount of $8,000 plus value added tax per month and a grant of options to purchase shares of our common stock, which amount will be determined by good faith negotiations by the board of directors on a future date. On June 23, 2021, the board of directors approved the following compensation for Mr. Palach: (i) a monthly fee of $14,000 plus value added tax; (ii) reimbursement of expenses not exceeding $500 per month; (iii) a grant of an option to purchase shares of common stock representing 4.5% of our outstanding capital stock as of such date; and (iv) the immediate repayment of $8,000, representing debt payable to Mr. Palach that accrued from November 2020 until April 2021. In lieu of such option, our board of directors approved the issuance of 42,858 shares of common stock to Mr. Palach in March 2023. On August 29, 2022, the monthly fee was reduced to $6,000, and as of January 1, 2024, increased to $7,000 per month, and as of January 1, 2025, increased to $8,000 per month.

Consulting Agreement Lital Barda

On April 18, 2022, Save Foods Ltd., our operating subsidiary, entered into a consulting agreement with Shlomo Zakai CPA for, among other things, chief financial officer services to be provided to Save Foods Ltd. exclusively by Lital Barda. for a monthly base salary of NIS 25,000. The agreement may be terminated by either party upon 30 day’s written notice or by Save Foods Ltd. upon the occurrence of certain events as set forth in the agreement.

On November 10, 2024, the consulting agreement was amended to increase cash compensation by 15% for Ms. Barda’s services to the Company.

Director Compensation

The following table sets forth the compensation we paid our non-executive directors during the year ended December 31, 2024.

Name	Fees earned or paid in cash ($)		Option awards ($)		All other compensation ($)			Total ($)
Amitay Weiss (1)		132,593		-		91,945	(1)		224,538
Eliahou Arbib(2)		45,771		-		13,135	(2)		58,906
Udi Kalifi(2)		45,771		-		13,135	(2)		58,906
Israel Berenstein(2)		45,771		-		13,135	(2)		58,906
Ronen Rosenbloom(2)		45,771		-		13,135	(2)		58,906
Asaf Itzhaik (2)		22,825		-		13,135	(2)		35,960
Liat Sidi (2)		22,825		-		13,135	(2)		35,960

(1)	Represents 350,000 shares of common stock at $0.2627 per share issued on December 23, 2024
(2)	Represents 50,000 shares of common stock at $0.2627 per share issued on December 23, 2024

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below provides information regarding the beneficial ownership of our common stock as of August 5, 2025, of (i) each of our current directors, (ii) each of the Named Executive Officers, (iii) all of our current directors and executive officers as a group, and (iv) each person (or group of affiliated persons) known to us who owns more than 5% of our outstanding common stock.

The beneficial ownership of our common stock is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

The percentage of shares of common stock beneficially owned is based on 33,356,412 shares of common stock outstanding as of August 5, 2025.

Unless otherwise indicated below each person has sole voting and investment power with respect to the shares beneficially owned and the address for each beneficial owner listed in the table below is c/o N2OFF, Inc., HaPardes 134 (Meshek Sander), Neve Yarak, Israel.

	Number of Shares Beneficially Owned		Percentage Beneficially Owned
Directors:
Amitay Weiss		450,000		1.35	%
Eliahou Arbib		64,500		*
Udi Kalifi		68,456		*
Israel Berenstein		64,500		*
Ronen Rosenbloom		64,500		*
Liat Sidi		50,000		*
Asaf Itzhaik		50,000		*
Executive Officers:
David Palach		1,020,000		3.06	%
Lital Barda		502,857		1.51	%
All directors and executive officers as a group (9 persons)		2,334,813		7.00	%

* Less than 1%

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

The following is a description of transactions since January 1, 2023, to which we were a party or will be a party, in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last three completed fiscal years, and in which any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Plantify Securities Exchange

On March 31, 2023, we entered into a securities exchange agreement with Plantify pursuant to which each of the respective parties agreed to issue to the other party 19.99% of its issued and outstanding capital stock. Upon the closing of the transaction on April 5, 2023, we issued 166,340 shares of Common Stock to Plantify, which amount represented 19.99% of our outstanding capital stock as of immediately prior to the closing (and 16.66% of our outstanding capital stock as of immediately following the closing), and Plantify issued 30,004,349 of its common shares to us which represented 19.99% of Plantify’s outstanding capital stock as of immediately prior to the closing (and 16.66% of Plantify’s outstanding capital stock as of immediately following the closing). In connection with the execution of the agreement, Plantify issued us a convertible debenture (the “Debenture”) in the principal amount of CDN$1,500,000 (approximately $1,124,000) which accrues interest at the rate of 8% annually and matures and is due and payable by Plantify on October 4, 2024. The outstanding principal may be converted, at our sole discretion, into common shares of Plantify at a price per share of CDN$0.05 until the first anniversary of the Debenture issuance date and CDN$0.10 per share thereafter. Accrued interest under the Debenture is convertible at the market price of Plantify’s common shares, subject to Toronto Stock Exchange -Venture Exchange (“TSXV”) approval, at the time of conversion. Payment and other obligations under the Debenture are secured by all of the property and assets of Plantify’s subsidiary, Peas of Bean Ltd. On September 7, 2023, the Company purchased an additional 55,004,349 common shares of Plantify. As a result, the Company currently owns 23.13% of Plantify’s issued and outstanding share capital.

On April 5, 2023, we closed a securities exchange with Plantify (the “Securities Exchange”), pursuant to which we issued 166,340 shares of common stock representing 19.99% of our outstanding capital stock as of immediately prior to the closing (and 16.66% of our outstanding capital stock as of immediately following the closing), and Plantify issued 150,022 common shares to us, representing 19.99% of Plantify’s outstanding share capital as of immediately prior to the closing (and 16.66% of Plantify’s outstanding share capital immediately following the closing).

On September 7, 2023, we signed an agreement to purchase an additional 275,022 common shares of Plantify for CAD 405,000, which were issued on September 18, 2023. As a result, we held approximately 23.13% of Plantify’s issued and outstanding share capital, at that time.

On November 15, 2024, we entered into that Settlement Agreement with Plantify, pursuant to which Plantify issued the Settlement Shares to us and we released and discharged Plantify from all claims, demands, obligations and damages arising under or related to the Debt and released the shares of Plantify’s subsidiary, Peas of Bean Ltd., the collateral securing the convertible debenture. As a result of the issuance of the Settlement Shares, we owned approximately 65% of the outstanding shares of Plantify for a limited period from December 5, 2024 until December 20, 2024. On December 20, 2024, Plantify notified us that it had issued its common shares in a private placement offering which resulted in us owning approximately 27% of the outstanding shares of Plantify. On January 12, 2025, Plantify informed us that it issued additional shares to an additional lender as a debt settlement. As a result of such issuance, our share ownership of Plantify decreased to approximately 25%.

Asaf Itzhaik and Israel Berenstein, directors of the Company are members of the board of directors of Plantify.

MitoCareX Agreement

On February 25, 2025, we entered into the MitoCareX Agreement. Alon, one of the Sellers and the chief executive officer of MitoCareX, is the brother of Kfir Silberman, the owner of Pure Capital, a 5% stockholder of and a lender to the Company. Each of Amitay Weiss and Liat Sidi, board members of the Company, also serve as board members of SciSparc, a Seller, under the MitoCareX Agreement.

The MitoCareX Agreement also provides that Alon will enter into an amended employment agreement with the Company and MitoCareX as chief executive officer of MitoCareX, which agreement provides, among other things, for a grant of 5% of the capital stock of the Company on a fully diluted basis, pursuant to the Company’s 2022 Share Incentive Plan. Such shares will vest quarterly, in equal installments, over a period of three years beginning as of the closing date of the MitoCareX Agreement, subject to Alon’s continued employment with MitoCareX.

Under the MitoCareX Agreement, the Sellers will be entitled, collectively to 30% of the gross proceeds of any financing by the Company within five years of the closing up to $1,600,000.

On May 18, 2025, the MitoCareX Agreement was amended to extend the exclusivity period provided for by an additional ninety days, such that a party may terminate the MitoCareX Agreement in the event that the closing has not occurred within 180 days. The MitoCareX Agreement was further amended on July 23, 2025 to provide, among other provisions, that either party can terminate said agreement if the Closing Date does not occur within 270 days of the date of the MitoCareX Agreement.

MitoCareX Loans

On each of December 22, 2024, March 12, 2025 and May 22, 2025, we entered into loan agreements with MitoCareX and Pure Capital, pursuant to which we agreed to lend an aggregate of $250,000 to MitoCareX. Pure Capital agreed to guarantee the repayment of such loans. On May 22, 2025, the terms of the December 22, 2024 and the March 12, 2025 loans were extended by 180 days. Pure Capital is owned by Kfir Silberman, the brother of Alon, the chief executive officer of MitoCareX.

Solterra Transactions

On November 27, 2024, we acquired 100,000 shares of Solterra Energy for a total consideration of NIS 300,000 (approximately $82,000). Subsequently, on December 31, 2024, we acquired an additional 167,000 shares of Solterra Energy for a total consideration of NIS 501,000 (approximately $137,000).

Amitay Weiss, a director of the Company, also serves as a board member of Solterra Energy.

On February 24, 2025, we entered into a shareholder’s agreement with Solterra Brand Services Italy SRL, an Italian company (“SB”), and its wholly owned Israeli subsidiary, SB Impact 4 Ltd. (“SBI4” and the “SHA”, respectively) pursuant to which our wholly-owned subsidiary, NITO Renewable will acquire 70% of SBI4’s shares from SB in order to finance two battery storage projects in Sicily, Italy.

According to the SHA, we will lend €2,300,000 to SBI4 for financing two battery storage projects in Sicily, Italy, with the loan accruing interest at 7% per annum. The SHA includes a right of repurchase for SB if we fail to provide drawdown amounts in accordance with the terms of the SHA. Financing may be sought from Shareholders (as defined in the SHA) if external options are unavailable, with unaccepted portions convertible into equity. Profits from the sales of PV Projects will be distributed based on share ownership, with adjustments as follows: if the selling price per megawatt (“MW”) (i) does not exceed €30,000, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds €30,000 up to €60,000 per MW, SB will receive 40% of the profit (10% above its pro-rata share) and we will receive 60% of the profit; and (iii) exceeds €60,000 per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and we will receive 50% of the net profit. Share transfer restrictions apply, requiring consent and adherence to the terms of the SHA. A party will cease to be a party to the SHA if its shareholding drops below 10%.

Pure Capital

On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (“Pure Capital”) for financing of up to EUR 6,000,000 (the “Pure Capital Credit Facility”), EUR 2,000,000 of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for any other projects subject to pre-approval by the Pure Capital. Interest under the Pure Capital Credit Facility will accrue at the rate of 7% per annum and is payable in advance by the Company and deducted from each drawdown for a period of twenty-four months. The Pure Capital Credit Facility will terminate on the earlier of the drawdown of all of the EUR 6,000,000 or five years from the date of the facility agreement (the “Drawdown Period”). The Company must repay amounts borrowed under the Pure Capital Credit Facility from the proceeds derived from the pre-approved projects or 33% of the proceeds from other Company financing transactions during the Drawdown Period. Thereafter, any unpaid amount may be paid from any other sources. In addition, under the facility agreement, the Company agreed to issue the Pure Capital a five-year warrant (the “Warrant”) to purchase 1,850,000 shares of its common stock (the “Warrant Shares”), with an exercise price of $1.00 per share. The Warrant Shares will be exercisable immediately after the issuance. Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant. In the event of a fundamental transaction, as detailed in the Warrant, the successor entity will be required to assume the Company’s obligations under the Warrant. The Pure Capital may also request the Company to buy back the Warrant for its Black Scholes Value in cash. As of August 5, 2025, drawdowns of approximately EUR 1,023,000 and repayments of approximately EUR 453,000 were made under the Facility Agreement.

Pure Capital has agreed, pursuant to a waiver agreement with the Company, dated December 5, 2024, (“Waiver Agreement”) not to exercise the Warrant until the Company has obtained stockholder approval (“Stockholder Approval”). The Facility Agreement also provides that the Company is required to file a resale registration statement with the Commission within 75 days of the date of the Facility Agreement. Pursuant to the Waiver Agreement, Pure Capital agreed that such resale registration agreement will be required to be filed within 30 days from the date that Stockholder Approval is obtained.

From January 2, 2023 through July 2025, the Company issued an aggregate of 1,173,573 shares to Pure Capital for consulting services provided to the Company. An additional 14,286 shares are held by Kfir Silberman, the owner of Pure Capital.

Director Independence

Our board of directors has determined that Ronen Rosenbloom, Israel Berenstein, Eliahou Arbib, Udi Kalifi, Liat Sidi and Asaf Itzhaik do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of The Nasdaq Stock Market LLC.

LEGAL

The validity of the shares of the common stock offered by this prospectus will be passed upon for us by The Crone Law Group, P.C. Mark Crone, the principal of The Crone Law Group, P.C., indirectly owns 57,794 shares of our common stock.

EXPERTS

The consolidated financial statements of ~~N2OFF~~Nexentis Technologies, Inc. as of December 31, ~~2024~~2025 and ~~2023~~2024, and for each of the years in the two-year period ended December 31, ~~2024~~2025, have been ~~included~~incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independent registered public accounting firm, ~~appearing~~incorporated ~~elsewhere~~by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, ~~2024~~2025 consolidated financial statements contains an explanatory paragraph that states that the Company’s recurring losses from operations and net capital deficiency raise substantial doubt about the entity’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

The audited financial statements of MitoCareX Bio Ltd. as of December 31, 2024 and 2023 and for each of the two years in the period ended December 31, 2024, incorporated by reference in this prospectus have been audited by Kost, Forer, Gabbay & Kasierer, a member of EY Global, an independent auditor, as stated in their report incorporated herein by reference. Such financial statements are incorporated by reference in reliance upon such report given on the authority of such firm as experts in auditing and accounting.

incorporation of CERTAIN information by reference

The SEC allows us to incorporate by reference information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus.

We incorporate by reference the following documents or information that we have filed with the SEC:

	●	our Annual Report Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026;

	●	our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 14, 2026;

	●	our Current Report on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that relate to such items) filed with the SEC on October 23, 2025 (as amended by the Company’s Current Report on Form 8-K/A filed on November 12, 2025), April 6, 2026, April 30, 2026, May 27, 2026, June 12, 2026 and June 22, 2026; and

	●	the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on May 11, 2021, including any further amendments and reports filed for the purpose of updating such description.

We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

Any statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You should direct oral or written requests by one of the following methods. Attention: Chief Financial Officer, Nexentis Technologies, Inc., Pinhas Sapir St. 3, Kiryat HaMada, Ness Ziona 7403626, Israel, (347) 468-9583. You may also access these documents, free of charge on the SEC’s website at www.sec.gov or on the “Investors” page of our website at https://www.nexentistech.com. The information found on our website, or that may be accessed by links on our website, is not part of this prospectus. We have included our website address solely as an inactive textual reference. Investors should not rely on any such information in deciding whether to purchase our common stock.

WHERE YOU CAN FIND MORE INFORMATION

We ~~have~~file ~~filed~~annual, aquarterly ~~registration~~and ~~statement~~current onreports, ~~Form~~proxy ~~S-1~~statements and other information with the SEC. ~~under~~Our ~~the~~SEC ~~Securities~~filings ~~Act~~are ~~with~~available ~~respect~~ to the ~~securities offered in this~~ ~~prospectus.~~public ~~This~~over ~~prospectus,~~the ~~which~~internet isat ~~filed~~the asSEC’s ~~part~~website ofat awww.sec.gov. ~~registration~~Copies ~~statement, does not contain all~~ of ~~the~~certain information ~~set~~filed ~~forth~~by ~~in the~~us ~~registration statement, some portions of which have been omitted in accordance~~ with the SEC’s ~~rules~~are ~~and~~also ~~regulations. Statements~~available ~~made~~on inour ~~this~~website ~~prospectus~~https://www.nexentistech.com. asThe toinformation ~~the~~on ~~contents~~our ofweb ~~any~~site, ~~contract~~however, ~~agreement~~is ~~or other document referred to in this prospectus are~~ not, ~~necessarily complete~~ and ~~are~~should ~~qualified~~not inbe ~~their~~deemed ~~entirety by reference~~ to ~~each such contract~~be, a ~~agreement~~part of or ~~other~~incorporated ~~document~~by ~~that~~reference isin ~~filed~~this ~~as an exhibit to the registration statement~~prospectus.

~~You~~This ~~can~~prospectus ~~read~~is ~~our~~a part of a registration statement on Form S-1 that we filed with the SEC ~~filings,~~and ~~including~~does not contain all of the information in the registration statement,. ~~over~~This ~~the~~prospectus ~~internet~~omits atsome information contained in the registration statement in accordance with SEC’s ~~website~~rules and regulations. WeThe ~~file~~full ~~reports~~registration statement may be obtained from the SEC or us, ~~proxy~~as provided below. Other documents establishing ~~statements~~the ~~and~~terms ~~other~~of ~~information~~the ~~with~~offered securities are or may be filed as exhibits to the ~~SEC~~registration statement. ~~The~~Statements ~~SEC’s~~in ~~website~~this ~~contains~~prospectus ~~reports,~~about these ~~proxy~~documents are summaries and ~~information~~each ~~statements~~statement ~~and~~is ~~other~~qualified ~~information~~in all respects by reference to the document to which it refers. You should ~~regarding~~refer ~~registrants~~to ~~that~~the ~~file~~actual ~~electronically~~documents ~~with~~for a more complete description of the ~~SEC~~relevant matters. ~~The~~You ~~address~~may inspect a copy of ~~that~~the ~~site~~registration isstatement through ~~http://www~~the SEC’s website, as provided above.~~sec.gov.~~

~~We also maintain a website at www.n2off.com. Our website is not a part of this prospectus and is not incorporated by reference in this prospectus.~~25

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. Therefore, if anyone gives you different or additional information, you should not rely on it. The information contained in this prospectus is correct as of its date. It may not continue to be correct after this date.

N2OFF, INC.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2024

TABLE OF CONTENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm Name: Somekh Chaikin / PCAOB ID No. 1057/ Location: Tel Aviv, Israel)		F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023		F-3
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023		F-4
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7 – F-44

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

N2OFF, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of N2OFF, Inc. and its subsidiaries (hereinafter – “the Company”) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1C to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1C. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/S/ Somekh Chaikin

Member Firm of KPMG International

We have served as the Company’s auditor since 2021.

Tel Aviv, Israel

March 31, 2025

F-2

N2OFF, INC.

CONSOLIDATED BALANCE SHEETS

(USD in thousands except share and per share data)

	December 31,			December 31,
	2024			2023
Assets
Current Assets
Cash and cash equivalents		2,185			4,447
Restricted cash (Note 2D)		24			31
Investment in Marketable Securities (Note 7)		307			-
Accounts receivable, net of allowance for doubtful account of $42 and $64 as of December 31, 2024 and 2023. respectively		143			107
Short term loan (Note 4)		234			-
Inventories		21			122
Prepaid expenses		464			719
Other current assets (Note 3)		26			40
Total Current assets		3,404			5,466
Long term prepaid expenses		244			-
Right-of-use asset arising from operating leases (Note 12)		8			56
Property and equipment, net (Note 5)		48			67
Investment in nonconsolidated affiliate (Note 6)		603			1,655
Long term loan (Note 7)		350			-
Solar photovoltaic joint venture project (Note 8)		808			-
Solar projects under development (Note 8)
Total Assets		5,465			7,244
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		48			44
Other liabilities (Note 10)		532			735
Current warrant liabilities		312			-
Total current liabilities		892			779
Non current operating lease liabilities (Note 12)		-			7
Credit facility (Note 7)
Stock purchase warrants liability
Total Liabilities		892			786
Stockholders’ Equity (Note 13)
Common stock of $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of December 31, 2024 and 2023; issued and outstanding 12,058,237 and 2,955,490 shares as of December 31, 2024 and 2023, respectively.		1			-*
Preferred stock of $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of December 31, 2024 and 2023; no shares issued and outstanding as of December 31, 2024 and 2023.		-			-
Additional paid-in capital		39,327			35,866
Foreign currency translation adjustments		(26	)		(26	)
Accumulated deficit		(34,553	)		(29,360	)
Total Company’s stockholders’ equity		4,749			6,480
Non-controlling interest		(176	)		(22	)
Total stockholders’ equity		4,573			6,458
Total liabilities and stockholders’ equity		5,465			7,244

(*) Less than $1 thousand.

The accompanying notes are an integral part of the consolidated financial statements.

F-3

N2OFF, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(USD in thousands except share and per share data)

	2024			2023
	Year ended
	December 31
	2024			2023
Revenues from sales of products		210			263
Cost of sales (Note 15)		(165	)		(55	)
Gross profit		45			208
Research and development expenses (Note 16)		(369	)		(1,938	)
Selling and marketing expenses (Note 17)		(238	)		(272	)
General and administrative expenses (Note 18)		(3,758	)		(5,576	)
Operating loss		(4,320	)		(7,578	)
Financing income (expense), net (Note 19)		(155	)		47
Other income (Note 13(14))		428			985
Changes in fair value of investments measured under the fair value option (Notes 4, 6, 7, 8)		(1,300	)		(714	)
Net loss		(5,347	)		(7,260	)
Less: Net loss attributable to non-controlling interests		154			738
Net loss attributable to the Company’s stockholders’ equity		(5,193	)		(6,522	)
Loss per share (basic and diluted) (Note 21)		(0.89	)		(5.43	)
Basic and diluted weighted average number of shares of Common Stock outstanding (Note 21)		5,846,231			1,200,608

The accompanying notes are an integral part of the consolidated financial statements.

F-4

N2OFF, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(USD in thousands, except share and per share data)

	Number of Shares		Amount		Additional paid-in capital			Foreign currency translation adjustments			Accumulated deficit			Total Company’s Stockholders’ equity			Non-controlling interest			Total stockholders’ equity
BALANCE AT DECEMBER 31, 2022		688,272		-*		28,710			(26	)		(22,838	)		5,846			(109	)		5,737
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2023:
Issuance of shares for Plantify exchange agreement (note 6)		166,340		-*		827			-			-			827			-			827
Issuance of shares for Yaaran exchange agreement (note 9 and note 13(15))		223,008		-*		997			-			-			997			665			1,662
Issuance of shares to employees and service providers		990,092		-*		2,924			-			-			2,924			-			2,924
Share based compensation to employees and directors		-		-		23			-			-			23			-*			23
Issuance of shares for standby equity purchase agreement I		777,224		-*		2,291			-			-			2,291			-			2,291
Issuance of shares for standby equity purchase agreement II		110,554		-*		254			-			-			254			-			254
Transactions with non-controlling interests (note 9)		-		-		(160	)		-			-			(160	)		160			-
Comprehensive loss for the year		-		-		-			-			(6,522	)		(6,522	)		(738	)		(7,260	)
BALANCE AT DECEMBER 31, 2023		2,955,490		-*		35,866			(26	)		(29,360	)		6,480			(22	)		6,458
Balance		2,955,490		-*		35,866			(26	)		(29,360	)		6,480			(22	)		6,458
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2024:
Issuance of shares for standby equity purchase agreement II		6,666,667		1		2,705			-			-			2,706			-			2,706
Issuance of shares to service providers		2,436,080		-*		758			-			-			758			-			758
Issuance of shares to employees and service providers		2,436,080		-*		758			-			-			758			-			758
Share based compensation to employee		-		-		1			-			-			1			-*			1
Share based compensation to employee and directors		-		-		1			-			-			1			-*			1
Treasury stock transaction due to change of control		-		-		(3	)					-			(3	)		-			(3	)
Comprehensive loss for the year		-		-		-			-			(5,193	)		(5,193	)		(154	)		(5,347	)
BALANCE AT DECEMBER 31, 2024		12,058,237		1		39,327			(26	)		(34,553	)		4,749			(176	)		4,573
Balance		12,058,237		1		39,327			(26	)		(34,553	)		4,749			(176	)		4,573

(*) Less than $1 thousand.

The accompanying notes are an integral part of the consolidated financial statements.

F-5

N2OFF, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(USD in thousands)

	2024			2023
	Year ended
	December 31
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the year		(5,347	)		(7,260	)
Adjustments required to reconcile net loss for the year to net cash used in operating activities:
Depreciation		18			21
Issuance of shares to employees and service providers		746			2,477
Non- cash expenses in the Yaaran purchase transaction (note 9)		-			1,662
Share based compensation to employees and directors		1			23
Loss (gain) from sales of property and equipment		-*			(12	)
Gain from standby equity purchase agreement (note 13(14))		(428	)		(1,158	)
Expenses from standby equity purchase agreement II and promissory note (note 13(14))		170			-
Interest on loans		16			-
Change in fair value of warrant liability		5
Change in fair value of credit facility liability
Change in fair value of PIPE’s warrant liability
Change in fair value of investment in nonconsolidated affiliate		1,299			714
Change in fair value of long term loan		56			-
Change in fair value of solar project		(44	)		-
Change in fair value of marketable securities		(88	)		-
Exchange rate differences on operating leases		9			13
Decrease (increase) in accounts receivable, net		(36	)		85
Decrease (increase) in inventories		101			(40	)
Decrease in prepaid expenses and other current assets		262			165
Increase (decrease) in accounts payable		12			(91	)
Increase (decrease) in other liabilities		(169	)		173
Decrease in operating lease expense
Change in operating lease asset		48			60
Change in operating lease liability		(50	)		(66	)
Net cash used in operating activities		(3,419	)		(3,234	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in nonconsolidated affiliate		(250	)		(1,542	)
Proceeds from sales of property and equipment		-*			23
Long term loan granted		(406	)		-
Investment in marketable securities		(219	)		-
Short term loan granted		(250	)		-
Investment in battery storage projects
Solar photovoltaic joint venture project		(764	)		-
Net cash used in investing activities		(1,889	)		(1,519	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note		1,455			700
Repayments of promissory note		(1,543	)		(700	)
Proceeds from credit facility
Repayment of credit facility
Proceeds from PIPE agreement
Proceeds from exercise of warrants from PIPE agreement
Proceeds from standby equity purchase agreement, net		3,135			3,473
Net cash provided by financing activities		3,047			3,473
Effect of exchange rate changes on cash and cash equivalents		(8	)		7
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(2,269	)		(1,273	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		4,478			5,751
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR		2,209			4,478
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest
Non cash transactions:
Termination of lease liability		-			21
Initial recognition of operating lease liability		-			16
Issuance of shares in exchange for investment in nonconsolidated affiliate (see note 13(9))		-			827
Issuance of shares for future services		12			422
Issuance of shares for commitment fee (see note 13(14))		-			254
Recognition of Prepaid Warrant Costs and Corresponding Warrant Liability		307			-

(*) Less than $1 thousand.

The accompanying notes are an integral part of the consolidated financial statements.

F-6

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 – GENERAL

A. Operations

N2OFF, Inc. (formerly Save Foods, Inc.) (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware.

On November 6, 2023, the Company (which at that time was under the name Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with N2OFF, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). The Reincorporation Merger was approved by the Company’s stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued Company’s business as the surviving corporation. On February 8, 2024, the Company’s stockholders approved the Company’s name change to “N2OFF, Inc.” which became effective on The Nasdaq Capital Market on March 19, 2024.

On April 27, 2009, the Company acquired from its stockholders 98.48% of the issued and outstanding shares of Save Foods Ltd. including preferred and ordinary shares. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce.

On March 31, 2023, the Company entered into a securities exchange agreement with Plantify Foods, Inc. (“Plantify”), a Canadian corporation traded on the TSX Venture Exchange (“TSXV”), which focuses on the development and production of “clean-label” plant-based products - see Note 6 below for further information.

On August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd. and formed an Israeli subsidiary, NTWO OFF Ltd. (“NTWO OFF”) which focus on nitrous oxide (“N2O”), a potent greenhouse gas with significant global warming ramifications (the Company, Save Foods Ltd. and NTWO OFF Ltd collectively, the “Group”) - see Note 9 below for further information.

The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NITO”.

B. Reverse stock split

On October 4, 2023, following the 2023 annual meeting of stockholders, the Company filed a Certificate of Amendment (the “Amendment”) to its Amended and Restated Certificate of Incorporation in Delaware to effect a one for seven reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”). The Amendment became effective on October 5, 2023.

As a result of the Reverse Stock Split, every seven shares of the Company’s outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged.

All shares, stock option and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis.

F-7

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 1 – GENERAL (continued)

C. Going concern uncertainty

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $35 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors.

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of December 31, 2024, management currently is of the opinion that its existing cash will be sufficient to fund operations until the beginning of the fourth quarter of 2025. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

Management plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

D. Israel – Hamas war

As most of Company’s operations are conducted in Israel and all members of Company’s board of directors, management, as well as a majority of Company’s employees and consultants, including employees of it’s service providers, are located in Israel, Company’s business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. The factory of Plantify’s subsidiary, Piece of Bean, was located in Kibbutz Gonen in the Golan Heights, and its business operation was severely impacted by the war in Israel, which led Piece of Bean into voluntary insolvency proceedings. This, in turn, caused Plantify to essentially become a company with no business activity. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.

The Company have experienced delays in it’s pilots and packaging activities due to the war, as certain packing houses, such as Mehadrin, have halted operations for the time being. Additionally, the Company anticipated engaging additional packing houses to conduct pilots on strawberries and citruses with it’s product, but, due to the war, the Company were unable to continue pursuing new collaborations for these pilots, and the Company may not be able to resume any potential collaborations if the current war persists for an extended duration. the Company are unable to predict how long the current conflict will last, as well as the repercussions these delays will have on it’s operations. If the Company are unable to renew it’s pilots or collaborations with local packing houses it’s financial results may be affected.

The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

F-8

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

A. Use of Estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to calculation of fair value of the financial instruments (see note 8).

Credit facility

Project assets

B. Functional currency

A majority of the Group’s revenues is generated in U.S. dollars. In addition, most of the Group’s costs are denominated and determined in U.S. dollars. Management believes that the dollar is the currency in the primary economic environment in which the Group operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate.

Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.

C. Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation.

D. Cash and cash equivalents, and restricted cash

Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

Restricted cash as of December 31, 2024 and 2023 include $ 24 and $31, respectively, collateral account for the Group’s corporate credit cards and a lease liability and is classified in current assets.

F-9

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

E. Investment in Marketable Securities

We account for our investments in equity securities in accordance with ASB ASC 321, Investments— Equity Securities (FASB ASC 321). We measure equity investments at fair value with the related realized and unrealized gains and losses recognized in our Consolidated Statements of Income. For equity investments without a readily determinable fair value, we measure these at cost less impairment and adjusting for observable price changes in orderly transactions. We will apply this measurement method to the investment until or if it becomes eligible to be measured at fair value, which is reassessed at each reporting period. Investments in equity securities that we do not intend to hold for more than a year are presented in “Marketable Securities” in our Consolidated Balance Sheets. Investments in equity securities that we intend to hold for more than one year are included in “Investments in unconsolidated affiliate” in our Consolidated Balance Sheets.

F. Accounts receivables

The Group maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers ‘financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. As of December 31, 2024, and 2023, an allowance for doubtful debts in the amount of $42 and $64, respectively, is reflected in net accounts receivable. The Group does not have any off-balance-sheet credit exposure related to its customers.

G. Property, plant and equipment, net

1. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss.

2. Rates of depreciation:

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES

	%
Furniture and office equipment		7-15
Machines		10-15
Computers		33
Vehicle		15

F-10

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

H. Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

F-11

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS

	Level 1		Level 2		Level 3		Total
	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Investment in Plantify		603		-		-		603
Investment in Solterra		307		-		-		307
Solar photovoltaic joint venture project		-		-		808		808
Loan granted to MitoCareX		-		-		234		234
Convertible loan to Solterra		-		-		350		350
Total assets		910		-		1,392		2,302

	Level 1		Level 2		Level 3		Total
	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Investment in Plantify		641		-		-		641
Convertible loan to Plantify		-		-		1,014		1,014
Total assets		641		-		1,014		1,655

The following table presents the changes in fair value of the Level 1 assets for the period December 31, 2023 through December 31, 2024:

SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS

	Changes in Fair value
	US$
Assets:
Outstanding at December 31, 2023		641
Fair value of shares issued under settlement agreement		1,822
Investment in Solterra		219
Gain on marketable securities (Solterra)		88
Changes in fair value		(1,860	)
Outstanding at December 31, 2024		910

F-12

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

The following table presents the changes in fair value of the Level 3 assets for the period December 31, 2023 through December 31, 2024:

	Changes in Fair value
	US$
Assets:
Outstanding at December 31, 2023		1,014
Credit facility to Plantify		250
Loan granted to Solterra		406
Loan granted to Solar project		764
Loan granted to MitoCareX		250
Share issued under settlement agreement in exchange for investment		(1,822	)
Changes in fair value		530
Outstanding at December 31, 2024		1,392

I. Asset acquisitions

The Company’s consolidated financial statements include the operations of acquired subsidiaries from the date the Company gains control over them.

When the screening test of ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business, suggests that substantially all of the fair value of the gross assets of a subsidiary acquired is concentrated in a single asset or a group of similar assets, such as a single IPR&D asset, the acquired net assets do not meet the definition of a business. Noncontrolling interests of a subsidiary that does not meet the definition of a business are initially measured at fair value. For more details see note 9.

J. Variable Interest Entities

The Company accounts for variable interest entities in accordance with ASC Topic 810, Consolidation (“ASC 810”). Under ASC 810, a variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE.

To assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers all the facts and circumstances including its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests, and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant decisions affecting the VIE, and the Company has an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then the Company consolidates the VIE.

K. Impairment of long-lived assets

The Group’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2024 or 2023.

L. Income taxes

The Group accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Group accounts for unrecognized tax benefits in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of unrecognized tax benefits recorded in a Company’s financial statements. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold to be recognized. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to present interest and penalties relating to income taxes within income taxes; however, the Company did not recognize such items in its fiscal years 2024 and 2023 financial statements and did not recognize any amount with respect to an unrecognized tax benefit in its balance sheets.

F-13

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

M. Revenue recognition

The Group has revenue from customers. The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Group expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product.

The Company’s primary source of revenues is from sales of eco-friendly “green” products for the food industry. The Company does not act as an agent in any of its revenue arrangements. Contracts with customers generally state the terms of the sale, including the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts include stated prices.

N. Research and development expenses

Research and development expenses are charged to comprehensive loss as incurred.

O. Royalty-bearing grants

Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Save Foods Ltd will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by Save Foods Ltd. from inception through December 31, 2024 and 2023, amounted to $156.

As of December 31, 2024, and 2023, the Group did not accrue or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. In addition, the Group does not anticipate future sales related to these grants.

P. Inventories

Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Group regularly reviews its inventories for impairment and reserves are established when necessary. During the year ended December 31, 2024 the Company wrote-off inventory at a cost of $61.

F-14

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

Q. Basic and diluted loss per Common Stock

Basic loss per Common Stock is computed by dividing the loss for the period applicable to stockholders, by the weighted average number of shares of Common Stock outstanding during the period. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, in 2024 and 2023, no potential shares are considered.

R. Stock-based compensation

The Group measures and recognizes the compensation expense for all equity-based payments to employees and nonemployees based on their estimated fair values in accordance with ASC 718, “Compensation- Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as a compensation expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Group has expensed compensation costs, net of forfeitures as they occur, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.

S. Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Group considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

T. Commitments and Contingencies

The Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

F-15

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

U. Leases

The Group determines if an arrangement is or contains a lease at contract inception.

The Group is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets.

ROU assets represent Group’s right to use an underlying asset for the lease term and lease liabilities represent Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss.

V. New Accounting Pronouncements

Recently Adopted Accounting Standards

Segment Reporting: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures requires incremental disclosures related to an entity’s reportable segments, including (i) significant segment expense categories and amounts for each reportable segment that are provided to the chief operating decision maker (“CODM”), (ii) an aggregate amount and description of other segment items included in each reported measure, (iii) all annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 to be disclosed in interim periods, (iv) the title and position of the individual or the name of the group identified as the CODM and (v) an explanation of how the CODM uses the reported measures of segment profit or loss to assess performance and allocate resources to the segment. The standard improves transparency by providing disaggregated expense information about an entity’s reportable segments. The standard does not change the definition of a segment, the method for determining segments or the criteria for aggregating operating segments into reportable segments. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods beginning after December 15, 2024. The Company adopted this guidance retrospectively, providing the additional disclosures as required. See note 23, for more information.

F-16

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 2– SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Standards Not Yet Adopted

Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures about a public business entity’s expense and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development). Amounts remaining in relevant expense captions that are not separately disclosed will be described qualitatively. Certain amounts that are already required to be disclosed under currently effective U.S GAAP will be included in the same disclosure as the other disaggregation requirements. The amendments also require disclosing the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

NOTE 3 – OTHER CURRENT ASSETS

SCHEDULE OF OTHER CURRENT ASSETS

	2024		2023
	December 31,
	2024		2023
Government Institutions		25		38
Other receivable		1		2
Other current assets		26		40

F-17

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 4 – MITOCAREX TRANSACTION

On September 26, 2024, the Company entered into a non-binding letter of intent with MitoCareX Bio Ltd (“MitoCareX”) and SciSparc Ltd. (“SciSparc”) and all other shareholders of MitoCareX (“Sellers”) pursuant to which the Company will acquire all outstanding securities of MitoCareX, from SciSparc and the Sellers thereby making it a wholly-owned subsidiary of the Company. After the balance sheet date, the Company, entered into a securities purchase and exchange Agreement with the Sellers. The closing of the agreement is contingent upon obtaining approval of the Company’s stockholders by the requisite majority. See also note 24 below.

On December 22, 2024, the Company, entered into a Loan Agreement (the “Loan”) with MitoCareX, and L.I.A. Pure Capital Ltd., an Israeli company (“Pure Capital”), and a consultant to the Company, pursuant to which the Company agreed to lend $250 (the “Principal”) to MitoCareX. Interest accrues on the Principal at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation plus 3%, as may be adjusted from time to time. The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. In the event of a transaction whereby MitoCareX becomes a subsidiary of the Company, any amount outstanding under the Loan will be deducted from any future amount allocated by the Company to MitoCareX during the first year following a transaction. Pure Capital has agreed to guarantee the repayment of the Loan by MitoCareX. The Chief Executive Officer of MitoCareX is Dr. Alon Silberman, the brother of the owner of Pure Capital, Kfir Silberman. In addition, Company’s chairman of the board of directors and one of Company’s directors are also members of the board of directors of SciSparc.

The Company estimated the fair value of the Loan using a third-party appraiser by discounting the Principal and interest at a discount rate of market interest for similar loans. The interest rate was determined, among other things, using the CAPM model, at 18% as of December 31, 2024. The Company calculated the loan at $234 as of December 31, 2024 and recorded interest expense in the amount of $16.

See also note 24 below.

F-18

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 5 – PROPERTY AND EQUIPMENT, NET

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

	2024			2023
	December 31,
	2024			2023
Computers		28			31
Furniture and office equipment		21			21
Machines		214			214
Vehicles		29			29
Total cost		292			295
Less - accumulated depreciation		(244	)		(228	)
Total property and equipment, net		48			67

For the years ended December 31, 2024 and 2023, depreciation expenses were $18 and $21 respectively. During 2024, the Company sold fixed assets with a cost of $3 and with accumulated depreciation in the amount of $3.

NOTE 6 – INVESTMENT IN NONCONSOLIDATED AFFILIATE

On March 31, 2023, the Company entered into a Securities Exchange Agreement with Plantify, pursuant to which each party agreed to issue to the other party 19.99% of its issued and outstanding capital stock (the “Securities Exchange”).

Upon the closing of the Securities Exchange on April 5, 2023, the Company issued 166,340 shares of its Common Stock to Plantify, which amount represented 19.99% of its outstanding capital stock as of immediately prior to the closing (and 16.66% of the Company’s outstanding capital stock as of immediately following the closing), and Plantify issued 150,022 of its common shares to the Company representing 19.99% of Plantify’s outstanding capital stock as of immediately prior to the closing (and 16.66% of Plantify’s outstanding capital stock as of immediately following the closing).

In connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture (the “Debenture”), whereby the Company agreed to lend CAD1,500 thousands (approximately US$1,124) to Plantify. The Debenture accrued interest at a rate of 8% annually and was due to be repayable by Plantify on October 4, 2024. Outstanding principal under the Debenture was converted, at the Company’s sole discretion, into common shares of Plantify at a price of CAD0.05 per share for the first 12 months of the Debenture issuance date and CAD0.10 per share thereafter. Accrued interest was converted at the market price of Plantify’s common shares, subject to TSX Venture Exchange approval at the time of conversion. Plantify executed a general security agreement in the Company’s favor and pledged to the Company the shares of Plantify’ subsidiary, Peas of Bean Ltd.

On September 7, 2023, the Company purchased an additional 275,022 common shares of Plantify at a price of CAD0.01 per common share (CAD405 thousands), in a rights offering, resulting in an increase of approximately 7% of the Company’s ownership of the issued and outstanding common shares of Plantify. Following the additional acquisition, the Company Owned at that time 425,044 common shares of Plantify, representing approximately 23% of its issued and outstanding common shares.

F-19

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 6 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

The Company determined that it has a significant influence over Plantify and such investment is accounted for under the equity method of accounting. At the initial recognition of the equity investment, the Company elected the fair value option where subsequent changes in fair value are recognized in earnings. If the fair value option is applied to an investment that would otherwise be accounted for under the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that are eligible items.

The equity investment in common shares of Plantify is classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets, and is measured based on Plantify’s closing stock price and prevailing foreign exchange rate at each balance sheet date and the changes in fair value are reflected in gain (loss) on equity investments, net in the consolidated statement of income.

As of December 31, 2023, the Company estimated the fair value of the conversion feature loan using the Black-Scholes option pricing model with assistance of a third-party appraiser. The assumptions used to perform the calculations are detailed below:

SCHEDULE OF FAIR VALUE CONVERSION

Fair value of the conversion feature	December 31, 2023
Expected volatility (%)		135.70	%
Risk free interest rate (%)		5.08	%
Expected dividend yield		0.0	%
Contractual term (years) (*)		0.25
Conversion price (Canadian dollars)		(US$0.04) CAD0.054
Underlying share price (Canadian dollars)		(US$0.01) CAD0.01
Fair value (U.S. dollars in thousand)	$	1

(*) As of December 31, 2023 the Company estimated that the probability that the Debenture would be converted following 12 months is minimal.

The significant observable inputs used in the fair value measurement of the conversion feature are mainly the expected volatility and risk free interest rate. Significant changes in any of those inputs in isolation would have resulted in a change in the fair value measurement.

The fair value of the debt component as of December 31, 2023, of the Debenture was estimated with the assistance of a third-party appraiser by discounting the principal and interest at a discount rate of market interest for similar loans. The interest rate was determined, among other things, based on the potential risk factor of the debt investment in Plantify, at 25.4%.

On April 2, 2024, the Company’s board of directors approved a binding term sheet for a credit facility of up to $250 and bearing interest at a rate of 8% per annum (the “Credit Facility”) to Plantify. Each drawdown was due to be repaid by Plantify within twelve months provided any outstanding amounts as of the end of the term must be repaid within ninety days. The Credit Facility was utilized in full by Plantify as of November 2024.

The factory of Plantify’s subsidiary, Peas of Bean, was located in Kibbutz Gonen in the Golan Heights, and its business operation was severely impacted by the war in Israel, which led Peas of Bean into voluntary insolvency proceedings. This, in turn, caused Plantify to essentially become a company with no business activity.

F-20

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 6 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

On November 15, 2024, the Company entered into a debt settlement agreement (the “Settlement Agreement”) with Plantify pursuant to which Plantify issued 2,420,848 of its common shares (the “Settlement Shares”) to the Company at CAD0.848 per share in full payment of debt owed to the Company in aggregate amount of CAD2,053 thousands (approximately $1,437) (the “Debt”). The Debt consisted of (i) CAD1,691 thousands (approximately $1,179), representing the principal and accrued interest on the Debenture and (ii) US$258 representing the principal and accrued interest on the Credit Facility. The closing of the Settlement Agreement occurred on December 5, 2024 upon the approval by the TSX Venture Exchange of the issuance (the “Closing Date”). On the Closing Date, Plantify issued the Settlement Shares to the Company.

As a result of such Settlement Agreement and the issuance the Settlement Shares, the Company’s holding in Plantify increase to approximately 65% of the outstanding shares of Plantify. On December 20, 2024 and following additional, issuance by Plantify of shares as part of a private placement, the Company’s holding in Plantify decreased to approximately 27% of the outstanding shares of Plantify.

On January 12, 2025, Plantify informed the Company that it issued shares to an additional lender as debt settlement. As a result of the issuance of shares, the ownership by the Company in Plantify was reduced to approximately 25%.

Since the increase in holdings was for a limited period of time and Plantify did not have continuity of operations at the time of the Settlement Agreement, the Company did not consolidated the financial statements of Plantify for the said period, except for the treasury stock transaction due to changes in control, which was estimated by the Company at $3.

For the year ended December 31, 2024 and for the period between April 5, 2023 through December 31, 2023, an unrealized loss of $1,299 and $714, respectively, was recorded in loss on investment in nonconsolidated affiliate in the Company’s consolidated statements of comprehensive loss.

The following tables present Plantify’s summarized financial information. The period presented in the table below commenced on April 5, 2023 when the Company retained an equity investment in Plantify:

SCHEDULE OF EQUITY INVESTMENT

	Year ended December 31, 2024			April 5, 2023 Through December 31, 2023
Revenue		353			455
Gross loss		(170	)		(73	)
Net loss		(3,399	)		(1,839	)

	As of December 31,			As of December 31,
	2024			2023
Current assets		683			551
Noncurrent assets		41			1,766
Current liabilities		1,724			2,187
Stakeholders deficit		(1,698	)		(643	)

F-21

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 7 – INVESTMENT AND LOAN TO SOLTERRA

1. On June 30, 2024, the Company entered into a 24 months Loan Agreement (the “Loan Agreement”) with Solterra Renewable Energy Ltd. (“Solterra”) and certain other lenders (collectively, the “Lenders”) pursuant to which the Lenders committed to loan Solterra the aggregate principal amount of € 500 thousands (approximately $542) (€ 375 thousands (approximately $406) of which was committed by the Company) with interest accruing on the principal at the rate of 7% per annum, to be paid annually beginning June 30, 2025 until the repayment of the loan Solterra shall have the option to convert the Loan Agreement to the shares of Solterra Energy Ltd (“SE”) (formerly AI Conversation Systems Ltd.) an Israeli company (which merger was closed at November 24, 2024) at a price which is the lowest price per share of SE under which it raises capital in in the period starting the date of the Loan Agreement and the loan conversion. In the event the loan is not converted or repaid in full within 9 months from the closing date of the merger then the interest rate shall increase from 7% to 12% per year. On July 8, 2024, the Company transferred €375 thousands (approximately $406). The Company estimated the fair value of the Loan Agreement using a third-party appraiser by discounting the principal and interest at a discount rate of market interest for similar loans. The interest rate was determined, among other things, based on the other similar loans granted to Solterra, at 32.7% as of December 31, 2024. The Company calculated the fair value of the Loan Agreement at $350 as of December 31, 2024.

The Company’s chairman of the board of directors is also a director of SE.

2. On November 27, 2024, the Company acquired 100,000 shares of SE for a total consideration of NIS 300 thousands (approximately $82). Subsequently, on December 31, 2024, the Company acquired an additional 167,000 shares of SE for a total consideration of NIS 501 thousands (approximately $137).

As of December 31, 2024, the Company recorded gain from the increase in the fair value of the shares in the amount of $88.

NOTE 8 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT

On July 31, 2024, the Company entered into a Loan and Partnership Agreement (the “Loan and Partnership Agreement”), with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG (the “Partnership”), Solterra, and the Lenders (as defined in section 7(1) above), pursuant to which the Lenders committed to loan the Partnership (the “Loan”) an aggregate principal amount of € 2,080 thousands (approximately $2,288) (€1,560 thousands (approximately $1,716) of which was committed by the Company) for projects in the solar energy sector. Interest accrues on the loan at the rate of 7% per annum. The Loan matures on the earlier of (i) the sale of the Partnership or (ii) five years from the date of the Loan and Partnership Agreement.

All loans to the Partnership from Solterra will be subordinate to the Loan.

Pursuant to the Loan and Partnership Agreement, the Lenders are entitled to participation rights of 50% (of which the Company will be entitled to receive 50% thereof) of the Partnership’s profits (the “Profits”), whether directly or by way of 50% membership or ownership in the Partnership, or through legal rights for the distribution of 50% of the Partnership’s Profits where Solterra acts as a trustee on behalf of the Lenders (the “Profit Rights Alternatives”). The Lenders will decide within three months from the date of the Loan and Partnership Agreement on the chosen Profit Right Alternative.

Proceeds from the sale of a Partnership asset must first be used to repay the Lenders, pro rata with each Lender’s respective portion of the Loan.

Repayment of the Loan is secured by a lien on Solterra’s interests in the Partnership.

If a Lender defaults on a payment schedule as scheduled in the Loan and Partnership Agreement, such Lender’s rights to Profits will be proportionately decreased, based on the amount of the Loan that was actually provided by such Lender to the Partnership out of its Loan commitment amount.

As of December 31, 2024 the Company made payments in the amount of €705 thousands (approximately $764) and was committed to pay of €353 thousands (approximately $365) for the third milestone in connection with the Loan and Partnership Agreement.

F-22

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 8 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)

The Company considered the Loan to the Partnership under ASC 810-10, Variable Interest Entities (VIE) and evaluated whether it is the primary beneficiary. Primary beneficiary requiring both (i) power to direct significant activities and (ii) exposure to significant financial benefits or losses. The Company has provided 75% of Loan and is entitled to receive only 25% of the Profits and does not have the power to direct the most significant activities of the Partnership and, therefore, it is not considered the primary beneficiary. As of December 31, 2024, the Company did not consolidated the Partnership.

The Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability of completion of the project based on key milestones, scenarios for the expected project’s cash realization value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation date. The interest rate was determined at 9.18% as of December 31, 2024. The Company calculated the Loan Agreement at €1,133 thousands (approximately $1,173) as of December 31, 2024. Changes in fair value of an investment calculated at $44 were recorded in changes in fair value of investments measured under the fair value in the comprehensive loss. The Loan Agreement is presented in the balance sheet net of the commitment to pay €353 thousands (approximately $365).

NOTE 9 – A CONSOLIDATED ENTITY

On August 29, 2023, the Company closed exchange transactions (the “Exchange”), pursuant to the terms of a stock exchange agreement, entered on July 11, 2023, as amended on July 24, 2023 and August 13, 2023, by and among the Company, Save Foods Ltd., Yaaran Investments Ltd., an Israeli company (“Yaaran”), and a yet-to-be formed Israeli company (“NewCo”), (the “Exchange Agreement”). The closing conditions for the consummation of the Exchange, required, among other things, the incorporation of NewCo in the State of Israel. On August 29, 2023, NewCo was incorporated under the name of “Nitrousink, Ltd.” and issued the Company 4,200,000 shares, representing 60% of its share capital on a fully diluted pre-closing basis in exchange for 223,008 shares of Common Stock of the Company, issued to Yaaran on July 27, 2023, which amount represented 19.99% of the Company’s outstanding capital stock as of immediately prior to the Exchange (and 16.66% of the Company’s outstanding capital stock as of immediately following the Exchange). As a result of such, N2OFF became a majority-owned subsidiary of the Company. On February 21, 2024, Nitrousink, Ltd. changed its name to NTWO OFF. As of December 31, 2023, the Company owns 60% of the share capital of NTWO OFF, Yaaran owns 30% and the Agricultural Research Organization - Volcani Institute owns 10%. See also note 13(15) below.

As part of the Exchange Agreement, the Company committed to support NTWO OFF’s commercialization efforts of certain technologies researched and developed (the “License”) together with the Government of Israel on behalf of the State of Israel, represented by the Head of Agricultural Research Organization and the Treasurer of A.R.O., by making available up to $1.2 million in three conditional installments. As of December 31, 2023 the Company paid the first installment in the amount of $400, of which $160 were recorded as transaction with non-controlling interests. The Company is currently assessing the business potential of NTWO OFF. As of December 31, 2024, the Company has not yet made the second payment of $400.

At the Exchange date, NTWO OFF was determined to be excluding substantive process as required under the definition of business in accordance with the provisions of ASC Topic 805 “Business Combination”. In addition, it was determined that the License representing IPR&D had no alternative future use and therefore the entire purchase price allocated to the acquired IPR&D in the amount of $1,662 was charged to expense at the acquisition date as part of “Research and Development expenses” in the accompanying consolidated statement of comprehensive loss for the year ended December 31, 2023.

NOTE 10 –OTHER LIABILITIES

SCHEDULE OF OTHER LIABILITIES

	2024		2023
	December 31,
	2024		2023
Employees and related institutions		39		60
Accrued expenses		486		634
Operating lease liabilities		7		41
Other liabilities		532		735

F-23

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 11 – COMMITMENT AND CONTINGENT LIABILITIES

A. Save Foods Ltd. Is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company will pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and thereafter the Company will pay 5% of up to 100% of the amount of grants received plus interest at SOFR for 12 months. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of December 31, 2024 and 2023, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $ 156, not including interest. As of December 31, 2024, and 2023, the Company did not accrue for or pay any royalties to the IIA as no revenue related to the funded projects has yet been generated.

B. On September 22, 2020, the Company entered into a non-exclusive Commission Agreement with Earthbound Technologies, LLC (“EBT”) for a period of 12 months, according to which EBT will introduce the Company to potential clients, pre-approved by the Company (“Introduced Parties”) and will assist the Company in finalizing commercial agreements with the Introduced Parties. In consideration for its services, the Company agreed to pay EBT 12.5% of the net revenues generated from Introduced Parties (during the agreement period and within 18 months following the termination of the agreement) up to a total aggregated amount of $2,000, provided that the compensation shall not exceed 25% of the Company’s gross profit under the given commercial agreement signed with the Introduced Party. In addition, in the event that the aggregated net revenues generated from Introduced Parties were to exceed $500, and subject to board approval, the Company would be required to issue to EBT options to purchase 1,021 shares of Common Stock at an exercise price of $58.80 per share. In the event that certain additional events detailed in the agreement were to occur, the Company will also issue to EBT, subject to Board approval, additional options to purchase 1,021 shares of Common Stock at an exercise price of $58.80 per share. Such events have not occurred as of balance sheet date.

C. On June 1, 2021 the Company terminated its October 10, 2018, consulting agreements with two of its consultants and signed new consulting agreements with the parties pursuant to which the consultants will provide the Company with business development and strategic consulting services including ongoing consulting for the Company, board and management. The agreements may be terminated by either party upon 30 days prior written notice. The Company would pay each, a monthly fee of $13, and $2 as reimbursement of expenses. In addition, the Company agreed to pay the consultants 5% of any gain generated by the Company exceeding an initial gain of 25% due to any sale, disposition or exclusive license of activities, securities, business, or similar events initiated by each the consultants. In addition, each consultant is entitled to a special bonus for assisting with business opportunities or other specified events (“Consultant Engagements”), authorized by the CEO or the Chairman of the Board. On December 20, 2023 the board approved to compensate each of the consultants in the amount of $100 and $10 reimbursement of expenses incurred. On September 9, 2024 the board approved to compensate each of the consultants in the amount of $75. On November 5, 2024 the Company approved to compensate each of the consultants in the amount of $13 and one of the consultants received amount of $7 reimbursement of expenses incurred.

D. On January 26, 2023, the Company entered into an advisory agreement with a consultant for a period of ninety days. According to the agreement, the consultant will provide advisory services to the Company in connection with pursuing and evaluating entering into an equity purchase agreement (the “Equity Purchase Agreement”) with an institutional investor. The Company will pay a success fee (the “Success Fee”) in the amount equal to 6% of the gross proceeds received by the Company under any such equity purchase agreement to be paid within five business days of each receipt of funds. However, with respect to any amount received by the Company from certain investors, the Success Fee will be 5%. On July 20, 2023, the term of the agreement was extended until October 12, 2023. On December 13, 2023, the term was further extended to May 12, 2024 and the consultant will be entitled to receive 3% of the gross proceeds received by the Company under the financing to be paid. As of December 31, 2024 and 2023 the Company paid a Success Fee in the amount of $94 and $175 to the consultant.

F-24

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 11 – COMMITMENT AND CONTINGENT LIABILITIES (continued)

E. On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (the “Lender”) for financing of up to EUR 6,000 thousands (the “Pure Capital Credit Facility”), EUR 2,000 thousands of which may be used to finance the Loan and Partnership Agreement in Germany (see note 8 above), and the remaining EUR 4,000 thousands for any other projects subject to pre-approval by the Lender.

Interest under the Pure Capital Credit Facility will accrue at the rate of 7% per annum and is payable in advance by the Company and deducted from each drawdown for a period of twenty-four months.

The Pure Capital Credit Facility will terminate on the earlier of the drawdown of all of the EUR 6,000 thousands or five years from the date of the facility agreement (the “Drawdown Period”). The Company must repay amounts borrowed under the Pure Capital Credit Facility from the proceeds derived from the pre-approved projects or 33% of the proceeds from other Company financing transactions during the Drawdown Period. Thereafter, any unpaid amount may be paid from any other sources.

In addition, under the facility agreement, the Company agreed to issue the Lender a 5 five-year warrant (the “Warrant”) to purchase 1,850,000 shares of its common stock (the “Warrant Shares”), with an exercise price of $1.00 per share.

The Warrant Shares will be exercisable immediately after the issuance. Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant.

In the event of a fundamental transaction, as detailed in the Warrant, the successor entity will be required to assume the Company’s obligations under the Warrant. The Lender may also request the Company to buy back the Warrant for its Black Scholes Value in cash. The Warrants included certain price adjustments based on separate actions that caused it not to be indexed to the Company’s own stock.

On December 5, 2024, the Lender has agreed, pursuant to a waiver agreement with the Company, not to exercise the Warrant until the Company has obtained stockholder approval. Such approval has not yet been obtained.

The Company estimated the fair value of the Warrant Shares as of October 1, 2024 and December 31, 2024, using the Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

SCHEDULE OF WARRANT ASSUMPTIONS USED

Fair value of the conversion feature	October 1, 2024			December 31, 2024
Expected volatility (%) (*)		117.19	%		117.68	%
Risk free interest rate (%)		3.51	%		4.38	%
Expected dividend yield		0.0	%		0.0	%
Expected term of options (years)		5			5
Exercise price (US dollars)	$	1		$	1
Share price (US dollars)	$	0.0247		$	0.248
Fair value (U.S. dollars)	$	307		$	312

(*) The expected volatility was based on the historical volatility of the share price of the Company.

As of December 31, 2024, no drawdowns were made under the Facility Agreement. See note 24 (2) below.

NOTE 12 – LEASES

A. The components of operating lease cost for the years ended December 31, 2024 and 2023 were as follows:

SCHEDULE OF OPERATING LEASE COST

	December 31,
	2024		2023
Operating lease costs		41		55

B. Supplemental cash flow information related to operating leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE

	December 31,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		61		51
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases		-		16

F-25

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 12 – LEASES (continued)

C. Supplemental balance sheet information related to operating leases was as follows:

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

	December 31,
	2024			2023
Operating leases:
Operating leases right-of-use asset		8			56
Current operating lease liabilities		7			41
Non-current operating lease liabilities		-			7
Total operating lease liabilities		7			48
Weighted average remaining lease term (years)		0.92			1.08
Weighted average discount rate		5	%		4	%

D. Future minimum lease payments under non-cancellable leases as of December 31, 2024 were as follows:

SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES

	2024
2025		7
Total operating lease payments		7
Less: imputed interest		-
Present value of lease liabilities		7

In September 2021, the Company signed a lease agreement for an office and operational space in Neve Yarak, Israel for a period of 1 year with monthly payments of $2 and an option to extend the agreement for an additional 2 years with monthly payment of $2.5 in the first option period and $2.75 in the second option period. The Company exercised its option to extend the lease agreement for an additional 2 years. On August 5, 2024, the lease agreement was extended for an additional one-year period, until August 31, 2025 with monthly payments of $2.4.

In December 2021, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $1. During August 2023, the Company terminated the lease agreement.

On December 15, 2021, the Company entered into a lease agreement for office space in Miami (the “Miami Lease”). The Miami Lease is for a period of 1 year with monthly payments of $0.6 and an option to extend the agreement for an additional 1 year with monthly payments of $0.63. A lease right-of-use asset and a related liability in the amount of $15 have been recognized in the balance sheet in respect of this lease. The Company exercised its option to extend the lease agreement for an additional year. On December 15, 2023, the Company entered into a new lease agreement for office space in Miami for a period of 1 year with monthly payments of $0.67 and an option to extend the agreement for an additional 1 year with monthly payments of $0.7. The Company exercised the option. A lease right-of-use asset and a related liability in the amount of $16 have been recognized in the balance sheet in respect of this lease.

In January 2022, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $1.

F-26

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKHOLDERS’ EQUITY

COMMON STOCK AND WARRANTS

Description of the rights attached to the Shares in the Company:

Common Stock:

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Transactions:

1. In connection with Mr. Joachim Fuchs’ appointment as Chairman of the board of directors of Save Foods Ltd, on February 10, 2022, Save Foods Ltd. entered into a consulting agreement with Mr. Fuchs., pursuant to which Mr. Fuchs will be paid a monthly fee of NIS 5 thousands (approximately $2) and subject to the Board approval, 1,286 shares of common Stock and, subject to the terms of the equity incentive plan to be adopted by the Company, options to purchase 6,015 shares of Common Stock which represented 1.5% of the Company’s’ outstanding capital stock as of the date of the agreement of which (1) 0.5% of such options have an exercise price of $7.00 per share and vest in 4 equal installments during the 12 month period commencing on January 1, 2022 (the “Effective Date”), (2) 0.5% of such options have an exercise price of $8.75 and l vest in 4 equal installments during the 12 month period following the 12 month anniversary of the Effective Date, (3) 0.5% of such options have an exercise price of $10.50 and vest in 4 equal installments during the 12 month period following the 24 month anniversary of the Effective Date. The Company determined the fair value of the options at $91.

On March 29, 2023, the Board approved an amendment to the consulting agreement pursuant to which Mr. Fuchs will receive monthly compensation of $1 and 7,143 restricted shares of Common Stock under the Company’s 2022 Share Incentive Plan in lieu of the above-described options. These shares are subject to a twenty four month lockup period. See paragraph 8 below.

On August 21, 2024 the Company issued a one-time bonus of 10,000 shares of common stock in connection with Mr. Fuchs departure from Save Foods Ltd. The shares were estimated at $3 based on the share price of the common stock on date of termination agreement.

2. On March 10, 2022, the Company entered into an Investor Relations Agreement with a consultant for a period of 12 months pursuant to which the Company will pay the consultant for his services a monthly fee of $11 and will issue 2,000 shares of Common Stock of the Company. The shares were issued on March 10, 2022. During the year ended December 31, 2023, the Company recorded share-based compensation expenses of $84 in respect of the above shares.

3. On September 6, 2022, the Company entered into a Services Agreement with a consultant. pursuant to which the consultant will provide the Company with strategic advisory services for a period of six months. The Company agreed to pay the consultant $275 for his services of which $195 were recorded as investor relations expenses as of December 31, 2023. In addition, the Company issued 7,143 shares of Common Stock to the consultant during the year ended December 31, 2022. During the year ended December 31, 2023, the Company recorded share-based compensation expenses of $41 in respect of the above shares.

F-27

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKHOLDERS’ EQUITY (continued)

4. On October 26, 2022, the Board approved the issuance of 7,143 shares of Common Stock to a consultant pursuant to an investor relations consulting agreement and quarterly issuances of 1,286 shares of Common Stock commencing January 1, 2023 and ending on December 31, 2024. On each of January 2, 2023, April 3, 2023, August 7, 2023 and November 8, 2023, the Company issued 1,286 shares of Common Stock. In addition, on December 20, 2023, the Board approved the issuance of 111,553 shares of Common Stock to the consultant. On December 21, 2023, the Company issued 111,553 shares of Common Stock. The Company determined the value of the shares issued based on the share price of the date of the board approval. The Company recorded share based compensation expenses of $272 for the year ended December 31, 2023. On March 18, 2024 and July 25, 2024, the Company issued 1,286 shares of common stock to a consultant for consulting services provided to the Company. The shares were estimated at $36 based on the share price of the common stock on October 26, 2022. As of December 31, 2024, the Company recorded the commitment to issue an additional 2,572 shares estimated at $36.

5. On October 26, 2022, the Board approved the quarterly issuances of 715 shares of Common Stock to each of two consultants commencing on January 1, 2023, and ending on December 31, 2024. On January 2, 2023, April 3, 2023 and August 7, 2023, the Company issued 715 shares of Common Stock to each of the consultants. The Company determined the value of the shares issued based on the share price on the date of the board approval. The Company recorded share-based compensation expenses of $60 for the year ended December 31, 2023.

On August 3, 2023, the Board approved the issuance of a one-time bonus of 21,428 shares of Common Stock to each of the two consultants. On August 7, 2023, the Company issued 21,428 shares of Common Stock to each of the consultants. In addition, on December 20, 2023, the Board approved the issuance of 100,000 shares of Common Stock to each of the two consultants. On December 21, 2023, the Company issued 100,000 shares of Common Stock for each of the consultants. The Company determined the value of the shares issued based on the share price of the date of the board approval. As of December 31, 2023, the Company recorded share-based compensation expenses of $533.

6. On January 20, 2023, the Company entered into a consulting agreement with a consultant for a period of twelve months pursuant to which the Company will issue on a quarterly basis, subject to the approval of the board (a) 3,572 restricted shares of the Company’s Common Stock for services rendered for the first quarter of 2023, and (b) 2,143 restricted shares of Common Stock for services rendered for each subsequent quarter of 2023, such that the consultant will receive an aggregate of 10,001 restricted shares of Common Stock.

On February 13, 2023, the Company issued 3,572 shares of Common Stock.

On April 27, 2023, the Company issued 2,143 shares of Common Stock. The Company determined the value of the shares issued based on the share price of the date of board approval. The Company recorded share-based compensation expenses of $48 for the year ended December 31, 2023.

On June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months pursuant to which the Company will issue, subject to the approval of the board, 32,143 restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 10,715 shares of Common Stock upon the six month anniversary of the agreement date, (b) 10,714 shares of Common Stock upon the nine month anniversary of the agreement date, and (c) 10,714 shares of Common Stock upon the twelve month anniversary of the agreement date.

On June 21, 2023, the Company issued 32,143 restricted shares of Common Stock. The Company determined the value of the shares issued at $147 based on the share price on the agreement date, of which $59 and $32 was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively and the remaining was classified as prepaid expenses in other current assets.

On November 15, 2023, the consulting agreement dated June 14, 2023, was amended pursuant to which the consultant will receive additional 20,000 restricted shares of Common Stock. On November 20, 2023, the Company issued 20,000 restricted shares of Common Stock. The Company determined the value of the shares issued at $44 based on the share price on the amendment to the agreement date, of which $14 and $10 was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively and the remaining was classified as prepaid expenses in other current assets.

F-28

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKHOLDERS’ EQUITY (continued)

On May 8, 2024 the Company issued 30,000 shares of common stock to the consultant, for services provided to the Company pursuant to an amendment of a consulting agreement, dated November 15, 2023. The shares were estimated at $31 based on the share price of the common stock on May 8, 2024.

7. On March 29, 2023, the board approved an amendment to the consulting agreement with EU Agritech Investment Ltd. (“EU Agritech”), pursuant to which EU Agritech will receive $100 in restricted shares of Common Stock to be issued on the effective date of the amendment as compensation for the first twelve months of services provided to the Company. On April 3, 2023, the Company issued 21,009 shares of Common Stock to EU Agritech. During the year ended December 31, 2023, the Company recorded $100 as share based compensation expenses.

8. On March 29, 2023, the board approved the issuance of an equity grant to executive officers, employees, directors and consultants of an aggregate of 142,860 shares of Common Stock (such number includes the restricted shares issued pursuant to the amendment of the consulting agreement with Joachim Fuchs as detailed in paragraph 1 above. Such shares were issued on April 3, 2023. The Company estimated the value of the shares issued at $678 based on the share price of the date of the board approval and recorded $678 as share based compensation expenses during the year ended December 31, 2023.

9. On March 31, 2023, the Company entered into the securities exchange agreement with Plantify pursuant to which the Company and Plantify agreed to issue 19.99% of its issued and outstanding capital stock on a pre-closing basis to the other. Upon the closing of the securities exchange on April 5, 2023, the Company issued 166,340 shares of Common Stock to Plantify (see note 6 above).

10. On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of 18 months pursuant to which the Company will issue, subject to the approval of the board, 25,715 restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 8,572 shares of Common Stock upon the six months anniversary of the agreement date, (b) 8,572 shares of Common Stock upon the nine months anniversary of the agreement date, and (c) 8,571 shares of Common Stock upon the twelve months anniversary of the agreement date.

On June 21, 2023, the Company issued 25,715 restricted shares of Common Stock. The Company determined the value of the shares issued at $122 based on the share price on the agreement date, of which $75 and $47 was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively.

11. On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of two years pursuant to which the Company will issue, subject to the approval of the board, 35,715 restricted shares of the Company’s Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 11,905 shares of Common Stock upon the six month anniversary of the agreement date, (b) 11,905 shares of Common Stock upon the nine month anniversary of the agreement date, and (c) 11,905 shares of Common Stock upon the 12 month anniversary of the agreement date.

On June 21, 2023, the Company issued 35,715 restricted shares of Common Stock. The Company determined the value of the shares issued at $170 based on the share price on the agreement date, of which $85 and $51 was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively and the remaining was classified as prepaid expenses in other current assets.

12. On June 15, 2023, the Company entered into a consulting agreement with a consultant for a period of three months pursuant to which the Company will issue, subject to the approval of the board, the following: (a) restricted Common Stock representing an aggregate value of $75, upon the execution of the agreement, and (b) a monthly cash fee of $5.

The Company issued an aggregate of 16,485 shares of Common Stock and recorded $75 as share based compensation expenses during the year ended December 31, 2023.

F-29

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKDERS’ EQUITY (continued)

13. On June 21, 2023, the Company entered into a consulting agreement with legal advisors pursuant to which such counsel will be paid $22 in cash and $23 in restricted Common Stock for services provided to the Company. Cash payment of $11 and $11, in restricted Common Stock was paid upon execution of the agreement and the remaining amounts will be paid upon the completion of the legal services. On July 6, 2023, the Company issued 4,945 shares of restricted Common Stock as consideration for the first installment. The Company determined the value of the shares issued at $24 based on the share price on the agreement date, which recorded as share based compensation expenses during the year ended December 31, 2023.

On September 6, 2023, the Company issued 6,123 shares of Common Stock to legal counsel pursuant to the August 7, 2023 retainer legal services agreement. The Company determined the value of the shares issued at $67 based on the share price on the agreement date, of which $40 and $27 was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively.

On December 11, 2023, the Company entered into an additional consulting agreement pursuant to which the legal advisors will provide the Company with certain legal services in consideration for total of $25 in cash and 12,500 restricted Common Stock of the Company. Cash payment of $10 shall be paid upon execution of the agreement and the remaining after the completion of the legal services. On December 26, 2023, the Company issued 12,500 shares of restricted Common Stock. The Company determined the value of the shares issued at $39 based on the share price on the agreement date, which recorded as share based compensation expenses during the year ended December 31, 2024.

On November 3, 2024, the Company’s board of directors approved (i) the payment of an aggregate of $25 to legal counsel in connection with the preparation of a registration statement (half of which was immediately payable and half of which is payable upon the filing of such registration statement) and (ii) the issuance of 50,000 shares of its common stock. If within 18 months of issuance, the aggregate value of such stock is less than $13, the Company will pay to such legal counsel the difference in cash between the value of the sale of the shares and $13. The Company determined the value of the shares issued at $12 based on the share price on November 3, 2024, which recorded as prepaid expenses in other current assets.

14. On July 23, 2023, the Company, entered into a Standby Equity Purchase Agreement (the “SEPA I”), with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3.5 million shares of the Company’s Common Stock over the course of 40 months after the date of the SEPA I. The price of shares to be issued under the SEPA I will be 94% of the lowest volume weighted average trading price (the “VWAP”) of the Company’s Common Stock for the three consecutive trading days commencing on the delivery of each advance notice by the Company. Each issuance and sale by the Company to the Investor under the SEPA I (an “Advance”) is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of the Company’s shares as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days prior to an Advance notice and $200. With respect to each Advance notice, if the Company notifies the Investor of a minimum acceptable price with respect to such Advance, then if there is no VWAP or if such price is below the minimum price indicated by the Company, there will be an automatic reduction to the amount of the Advance by one third, and that day will be excluded from the pricing period.

The Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding shares of Common Stock at the time of an Advance notice or acquiring more than 19.99% of the Company’s outstanding shares of Common Stock as of the date of the SEPA I (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.”

F-30

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKDERS’ EQUITY (continued)

The SEPA I will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of $3.5 million shares of the Company’s Common Stock. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor.

The SEPA I provided that, subject to the satisfaction of certain conditions set forth in the SEPA I, upon the request of the Company, the Investor will advance to the Company up to $700 of the $3,500 commitment amount, with such Advances to be evidenced by a promissory note (the “Note”). The request by the Company for such Advances may only be made after the approval of the stockholders of the transactions contemplated by the SEPA I, and the Company cannot request any Advances after January 31, 2024. There is a 3% discount to the amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, a one tenth of the outstanding principal of each Note and accrued interest thereon either (i) in cash or (ii) by submitting an advance notice pursuant to the purchaser and selling the Investor shares, or any combination of (i) or (ii) as determined by the Company. The first payment is due 60 days after the issuance of a Note, with each subsequent payment due 30 days after the prior payment. Unless otherwise agreed by the Investor, the funds received by the Company pursuant to the SEPA I for the sale of shares will first be used to satisfy any payments due under the Note.

The conditions that must be satisfied prior to the Investor advancing the Company funds pursuant to the terms of the Note include obtaining stockholder approval of the transactions contemplated by the SEPA I (on October 2, 2023, at the annual meeting of stockholders, the stockholders approved the issuance of more than 20% of our issued and outstanding Common Stock, permitting us to request Advances from the Investor under the SEPA I that will result in the issuance of more than 20% of our issued and outstanding shares of Common Stock as of the date of the SEPA I without being subject to the Exchange Cap), the delivery by the Company to the Investor of a request to lend funds pursuant to the Note prior to January 31, 2024, no events which could have a material adverse on the Company and other conditions customary of financings of this nature.

On September 27, 2023, the Company issued 26,224 shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company determined the value of the shares issued at $123 based on the share price on the agreement date.

On October 11, 2023, the Company filed a registration statement on Form S-1 with the SEC, which was declared effective by the SEC on October 30, 2023 for the resale of up to 1,000,000 shares of Common Stock that may be offered and sold by the Investor. On October 31, 2023, the Company received a gross amount of $700 and issued the Note to the Investor pursuant to the SEPA I. The first payment under the Note was due December 31, 2023.

The Company considered the guidelines of ASC 815 and determined that the SEPA I contains both purchased put option element and a forward share issuance element, neither element qualifies for equity classification. Accordingly, the Company recognized an asset or liability with changes in fair value recoded to the statements of operations. All costs associated with the SEPA I were expensed in the statements of operations.

On each of November 6, 2023, November 20, 2023, and December 5, 2023, the Company issued 20,000 shares of Common Stock pursuant to a settlement document with respect to Advance notices delivered to the Investor. On December 7, 2023, the Company issued additional 691,000 shares of Common Stock to the Investor pursuant to settlement document with respect to Advance notices delivered to the Investor.

Total aggregated net amount received as consideration for the sale of the shares amounted to $3,499. Total expenses associated with the SEPA I amounted to $359 and were recorded in the Company’s statement of comprehensive loss under general and administrative expenses.

On December 22, 2023, the Company entered into an additional Standby Equity Purchase Agreement (the “SEPA II”) with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of Common Stock over the course of 36 months after the date of the SEPA II. The price of shares to be issued under the SEPA II is the same as the determination of the price under SEPA I.

F-31

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKDERS’ EQUITY (continued)

The SEPA II will terminate automatically on the earlier of December 22, 2027 or when the Investor has purchased an aggregate of $20 million of the Company’s shares of Common Stock. The Company has the right to terminate the SEPA II upon five trading days’ prior written notice to the Investor.

In connection with and subject to the satisfaction of certain conditions set forth in the SEPA II, upon the request of the Company, the Investor will pre-advance to the Company up to $3,000 of the $20,000 commitment amount.

The Company paid a subsidiary of the Investor a structuring fee in the amount of $10 and on December 28, 2023, the Company issued 110,554 shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company determined the value of the shares issued at $254 based on the share price on the agreement date, which was recorded as prepaid expenses in other current assets during the year ended December 31, 2023. The Company was recorded $79 in the statement of comprehensive loss under financing expenses and $175 was recorded as prepaid expenses in other current assets for the year ended December 31, 2024.

On April 4, 2024, the Company, sold a $1,500 promissory note (the “Note”) to the Investor pursuant to the terms of SEPA II in exchange for proceeds of $1,455, reflecting an original issue discount of 3% to face value of the Note.

The Note bears interest at a rate of 8% per annum and matures April 4, 2025. Commencing June 3, 2024, and every 30 days thereafter, the Company is required to pay $150, together with accrued and unpaid interest on the then outstanding principal. Payments under the Note can be made either (i) in cash or (ii) by submitting notice of an advance of shares to be issued and sold to the Investor pursuant to the SEPA II, or any combination of (i) or (ii) as determined by the Company. The entire remaining principal balance and unpaid interest amount of the Note becomes due and payable in full at maturity. The Company determined that the Note is accounted for as a liability in accordance with ASC 470 “Debt”.

The Note sets forth certain events of default, including a breach by the Company of another agreement with the Investor, the failure of the securities of the Company to remain listed on the Nasdaq and the failure of the Company to timely file periodic reports with the SEC. Upon the occurrence of an event of default, interest will accrue at a default rate of 18% per annum and the Note will become immediately due and payable, together with all costs, legal fees and expenses of collection through the date of full repayment.

As of December 31, 2024 the Company repaid all payments under the Note.

During the year ended December 31, 2024, the Company issued 6,666,667 shares of common stock, to the Investor pursuant to the terms of SEPA II valued at $2,706 for gross consideration of $3,135. Following such issuances, the Company issued the Investor the maximum shares allowed to be issued under the Company’s resale registration statement on Form S-1/A effective February 6, 2024.

15. On July 27, 2023, the Company issued 223,008 shares of Common Stock to Yaaran pursuant to the terms of the Exchange Agreement described in note 9 above. The Company determined the value of the shares issued at $997 based on the share price on the agreement date, which was recorded as research and development expenses during the year ended December 31, 2023.

16. On November 23, 2023, the Company entered into a consulting agreement with a consultant pursuant to which the consultant will provide the Company with public relations services for a period of three months for a one-time fee in the amount of $5 and subject to the approval of the board of directors of the Company, $10 of restricted shares of the Company’s Common Stock, valued as of the date of the agreement, such shares to be issued in equal monthly installments. On December 7, 2023, the Company issued the first tranche of 1,755 shares of the Company’s Common Stock to the consultant. The Company determined the value of the shares issued and the services provided until December 31, 2023 at $4 and recorded share base compensation expenses during the year ended December 31, 2023.

On March 18, 2024, the Company issued 3,508 shares of common stock. The Company determined the value of the shares and the services provided at $6 and recorded share based compensation expenses during the year ended December 31, 2024.

F-32

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 13 – STOCKDERS’ EQUITY (continued)

17. On December 20, 2023, the board approved the issuance of an equity grant to executive officers, directors and consultants of an aggregate of 301,284 shares of Common Stock. Such shares were issued on December 21, 2023. The Company estimated the value of the shares issued at $541 based on the share price of the date of the board approval and recorded $541 as share based compensation expenses during the year ended December 31, 2023. See also note 13(5).

18. On September 9, 2024, the Board of directors of the Company approved the issuance of an equity grant to executive officers and consultants amounting to a total of 640,000 and 1,050,000 shares of common stock, par value $0.0001, respectively. The Company estimated the value of the shares issued at $464 based on the share price of the date of the board resolution. The value of the shares issued was recorded as share base compensation expenses during the year ended December 31, 2024.

19. On December 23, 2024, the Company issued 350,000 shares of common stock to the Company’s chairman of the board, and 50,000 shares of common stock to each of six members of the board of directors, under the 2022 Incentive Plan. The Company estimated the value of the shares issued at $171 based on the share price of the date of the board approval and recorded $171 as share based compensation expenses during the year ended December 31, 2024.

20. On December 10, 2024, the Company entered into a securities purchase agreement (the “Agreement”) with certain investors (the “Purchasers”) for aggregate gross proceeds of approximately $1,500 (the “Private Placement”). As part of the Private Placement, the Company issued an aggregate amount of 6,250,000 units and pre-funded warrants (collectively, the “Units”) at a purchase price of $0.24 per unit (less $0.00001 per pre-funded warrants). Each Unit consists of (i) one share of common stock, par value $0.0001 per share (the “Common Stock” and the “Purchased Stock”) and/or one pre-funded warrant to purchase one share of Common Stock (the “Pre-Funded Warrant”), and (ii) a one and a half warrant to purchase one share of Common Stock (the “Common Warrant” and together with the Pre-Funded Warrants, the “Warrants”).

The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share of Common Stock and will not expire until exercised in full. The Common Warrants have a 5 five-year term, are immediately exercisable and have an exercise price of $0.24, subject to certain anti-dilution and stock combination event protections. As of December 31, 2024, no balances have been recorded under this Agreement. See also note 24 (1).

F-33

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 14 – STOCK OPTIONS

On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the “2018 Equity Incentive Plan”), pursuant to which the Company’s Board of Directors is authorized to grant options to purchase an aggregate of 27,211 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Company’s business.

On July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 14,210 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 41,421 shares of Common Stock.

On August 29, 2022, the Company adopted the 2022 Share Incentive Plan (the “2022 Share Incentive Plan”), pursuant to which the Company’s board of directors is authorized to grant options to purchase up to 142,858 shares of Common Stock. The purpose of the 2022 Share Incentive Plan is (1) to afford an incentive to service providers of the Company or any affiliate of the Company, which now exists or is hereafter is organized or acquired by the Company or its affiliates, to continue as service providers, (2) to increase their efforts on behalf of the Company or its affiliates and (3) to promote the success of the Company’s business, by providing such service providers with opportunities to acquire a proprietary interest in the Company through the issuance of shares or restricted shares of Common Stock, and by the grant of options to purchase shares, restricted share units and other share-based awards.

On March 29, 2023, the board approved an amendment to a consulting agreement pursuant to which the consultant will receive 7,143 restricted shares of Common Stock under the Company’s 2022 Share Incentive Plan instead of options to purchase 6,015 shares of Common Stock.

On July 31, 2023, the board of directors approved and on October 2, 2023, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 928,572 shares of Common Stock.

On December 20, 2023, the board of directors of the Company approved the issuance of an equity grant to executive officers, directors and consultants under the 2022 Share Incentive Plan of aggregate of 286,784 shares of Common Stock. See note13(17) above).

On September 9, 2024, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 640,000 shares of Common Stock. See note13(18) above).

On September 9, 2024, the board of directors approved and on November 3, 2024, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 11,000,000 shares of Common Stock.

On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to directors under the 2022 Share Incentive Plan of aggregate of 650,000 shares of Common Stock. See note13(19) above).

On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to employee under the 2022 Share Incentive Plan of an option to purchase 10,000 shares of Common Stock at an exercise price of $0.2153 per share. One-third of the shares subject to the options vest and become exercisable on the first anniversary of the vesting commencement date determined by the Board, and on each subsequent one year anniversary thereafter, over two years provided the Employee remains employed by the Company on each such vesting date, in compliance with this Employment Agreement.

F-34

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 14 – STOCK OPTIONS (continued)

The fair value of options granted during 2024 was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used:

SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED

	2024
Dividend yield		0
Expected volatility (%) (*)		122	%
Risk-free interest rate (%) (**)		4.36	%
Expected term of options (years) (***)		5.99
Exercise price (US dollars)		0.22
Share price (US dollars)		0.22
Fair value (US dollars)		2

(*) The expected volatility was based on the historical volatility of the share price of the Company.

(**) The risk-free interest rate represented the risk-free rate of $ zero – coupon US Government Loans.

(***) Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the “simplified method”.

The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2024 and 2023:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price
Outstanding at December 31,2022		33,533			21.00
Granted		-			-
Exercised		-			-
Forfeited		(6,015	)		8.75
Expired		-			-
Outstanding at December 31,2023		27,518			23.69
Granted		10,000			0.22
Exercised		-			-
Forfeited		(817	)		26.46
Expired		(7,484	)		24.46
Outstanding on December 31, 2024		29,217			15.38
Number of options exercisable on December 31, 2024		19,217			23.38

The aggregate intrinsic value of the awards outstanding as of December 31, 2024 and 2023 is less than $1 and $0, respectively. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.25 and $2.00 as of December 31, 2024 and 2023, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

The total fair value estimation of the non-cash compensation of the 2024 grant was approximately $2. Expenses incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2024 and 2023 were $1 and $23, respectively. The Group did not recognize an income tax benefit related to stock-based compensation as it is not recognized for tax purposes in Israel and a full valuation allowance was recorded as it relates to the deferred tax asset of the Company.

As of December 31, 2024, there were options to purchase 21,296 shares available for future grants under the 2018 Equity Incentive Plan and options to purchase 10,341,787 shares available for future grants under the 2022 Share Incentive Plan

F-35

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 15 – COST OF SALES

SCHEDULE OF COST OF SALES

	Year ended December 31
	2024		2023
Salaries and related expenses		15		21
Materials		134		27
Vehicle maintenance		10		7
Other expenses		6		-*
Cost of sales		165		55

(*) Less than $1 thousand.

NOTE 16 – RESEARCH AND DEVELOPMENT EXPENSES

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES

	Year ended December 31
	2024		2023
Salaries and related expenses		-		71
IPR&D		-		1,662
Subcontractors		353		138
Depreciation		2		13
Vehicle maintenance		-		14
Rent and asset management		-		14
Laboratory and field tests		-		2
Other expenses		14		24
Research and development expenses		369		1,938

NOTE 17 – SELLING AND MARKETING EXPENSES

SCHEDULE OF SELLING AND MARKETING EXPENSES

	Year ended December 31
	2024		2023
Salaries and related expenses		84		157
Share based compensation		1		-
Subcontractors		50		31
Transport and storage		49		37
Commissions		-		14
Travel expenses		25		13
Other expenses		29		20
Selling and marketing expense		238		272

F-36

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 18 – GENERAL AND ADMINISTRATIVE EXPENSES

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

	2024			2023
	Year ended December 31
	2024			2023
Professional services		2,119			1,900
Salaries and related expenses		36			233
Share based compensation		1,058			2,562
Legal expenses		271			276
Insurance		164			246
Rent and office maintenance		23			15
Registration fees		53			262
Doubtful debt		(8	)		41
Depreciation		10			8
Other expenses		32			33
General and administrative expense		3,758			5,576

NOTE 19 – FINANCING EXPENSES (INCOME), NET

SCHEDULE OF FINANCING EXPENSES NET

	2024			2023
	Year ended December 31
	2024			2023
Interest income		65			66
Change in fair value of marketable securities		88			-
Interest on loans		(93	)		-
Share issuance expenses		(176	)		-
Currency exchange differences		(37	)		(14	)
Bank charges and other finance expenses, net		(2	)		(5	)
Financing expenses net		(155	)		47

F-37

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 20 – INCOME TAX

A. The Company is subject to the U.S. federal income tax rate of 21% plus state income tax rates which vary from state to state.

Income of the Israeli company is taxable at enacted tax rate of 23%.

The Company, Save Foods Ltd. and NTWO OFF Ltd. have not received final tax assessments since their inception although the tax reports of the Company for the years through December 31, 2015 and of Save Foods Ltd for the years through December 31, 2017 are deemed to be final.

As of December 31, 2024 and 2023, the Company and subsidiaries have estimated carry forward losses for tax purposes of approximately $31,202 and $24,689, respectively, of which $771 can be offset against taxable income generated until 2027 and $30,495 can be offset against future taxable income, if any.

B. The following is a reconciliation between the theoretical tax on pre-tax loss, at the income tax rate applicable to the Company (federal tax rate) and the income tax expense reported in the financial statements:

SCHEDULE OF INCOME TAX EXPENSES

	2024			2023
	Year ended December 31
	2024			2023
	US Dollars
Pretax loss		5,602			7,260
Federal tax rate		21	%		21	%
Income tax computed at the federal income tax rate		1,176			1,525
Non-deductible expenses		-(*)			(383	)
Share-based compensation		(1	)		(27	)
Differences in corporate income tax rates		26			68
Remeasurement of deferred taxes for foreign currency effects		20			99
Changes in valuation allowance		(1,221	)		(1,282	)
Income tax expenses		-			-

(*) Less than $1 thousand.

F-38

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 20 – INCOME TAX (continued)

C. Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes and for carryforwards. Significant components of the Company’s deferred assets and liabilities are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

	2024			2023
	Year ended December 31
	2024			2023
Composition of deferred tax assets:	US Dollars
Employees and related institutions		2			4
Operating loss carry-forwards		6,883			5,493
Operating lease liabilities		2			11
Share-based compensation		182			182
Others		47			33
Total deferred tax assets		7,116			5,723
Composition of deferred tax liabilities:
Right-of-use asset		(2	)		(13	)
Total deferred tax liabilities		(2	)		(13	)
Net deferred tax assets		7,114			5,710
Valuation allowance		(7,114	)		(5,710	)

The net change during the year ended December 31, 2024 in the total valuation allowance amounted to $1,404

NOTE 21 – LOSS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per Common Stock for the years ended December 31, 2024 and 2023, are as follows:

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

	2024		2023
	Year ended December 31
	2024		2023
	Number of shares
Weighted average number of shares of Common Stock outstanding attributable to stockholders		5,846,231		1,200,608
Total weighted average number of shares of Common Stock related to outstanding options, excluded from the calculations of diluted loss per share (*)		29,217		27,518

(*) The effect of the inclusion of option in 2024 and 2023 is anti-dilutive.

F-39

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 22 – RELATED PARTIES

A. Transactions and balances with related parties and officers:

SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES

	2024		2023
	Year ended December 31
	2024		2023
General and administrative expenses:
Directors’ compensation		535		716
Salaries and fees to officers		595		1,155
Total General and administrative expenses		(*) 1,130		(*) 1,871
(*) Include share base compensation		349		988
Research and development expenses:
Salaries and fees to officers		-		33
Selling and marketing expenses:
Salaries and fees to officers		-		33

B. Balances with related parties and officers:

	As of December 31,
	2024		2023
Other accounts payables		89		139

C. Other information:

1. On November 6, 2020, the Company entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach (the “CEO Consulting Agreement”). Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach provides services as chief executive officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach was entitled to a monthly fee in the amount of $8 plus value added tax per month and a grant of options to purchase shares of our Common Stock, which amount will be determined by good faith negotiations by the board of directors on a future date.

On June 23, 2021, the board of directors approved updated compensation for Mr. Palach pursuant to which Mr. Palach is entitled to a monthly fee of $14 plus value added tax; reimbursement of expenses not exceeding $1 per month; a grant of an option to purchase shares of Common Stock representing 4.5% of the Company’s outstanding capital stock as of June 23, 2021; the immediate repayment of $8, representing debt payable to Mr. Palach that accrued from November 2020 until April 2021.

F-40

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 22 – RELATED PARTIES (continued)

In lieu of such option, the board of directors approved the issuance of 42,858 shares of Common Stock to Mr. Palach in March 2023.

On August 29, 2022, the monthly fee of Mr. Palach was reduced to $6.

Following the compensation committee’s recommendation of December 19, 2023, the board of directors approved a monthly fee increase of $1, starting January 1, 2024. On January 8, 2024 and September 9, 2024, the Board approved bonuses of $15.

Following the compensation committee’s recommendation of November 12, 2024, the board of directors approved a monthly fee increase to $8.

2. On June 23, 2021, the Board approved the compensation of the Company’s Chairman of the Board, pursuant to which the Chairman of the Board will be entitled to a monthly fee of $5 and reimbursement of expenses of $1 per month. In addition, the Chairman of the Board shall receive a one-time grant of options to purchase shares of the Company representing 1.5% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined.

On August 29, 2022, the Board approved an increase of the monthly fee from $6 to $8 and a one-time bonus of $25.

3. On June 23, 2021, the Board approved the compensation for each of members of the board, pursuant to which each member of the board will be entitled to an annual fee of NIS 100 thousand (approximately $31). In addition, each member of the Board will receive a one-time grant of options to purchase shares of the Company representing 0.25% of the Company’s outstanding share capital as of the date of the approval. The terms of the grant have not yet been determined. On August 29, 2022, the Board approved, an increase in the quarterly fee of each member of the Board from NIS 25 thousand (approximately $8) to $10. On December 20, 2023, the board approved the issuance of shares to directors in lieu of the grant of options.

On November 12, 2023, upon the recommendation of the nominating and corporate governance committee of the Board, Liat Sidi was appointed as a Class II Director to serve until the Company’s 2026 annual meeting of stockholders.

On December 20, 2023, Asaf Itzhaik was appointed to the board of directors of the Company to serve as a Class II director until the Company’s 2026 annual meeting of stockholders. Mr. Itzhaik was designated by Plantify as its representative on the board in accordance with the Securities Exchange Agreement, dated March 31, 2023, between the Company and Plantify, to replace Dr. Roy Borochov who resigned from the board on December 15, 2023. Dr. Borochov’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Following the compensation committee’s recommendation of December 22, 2024, the board of directors approved, a total quarterly fee payable to each member of the Board (excluding the Chairman of the Board), shall be $10, (plus VAT) starting January 1, 2025.

4. On April 18, 2022, Save Foods Ltd., entered into a consulting agreement with Shlomo Zakai CPA (“Consultant”) for, among other things, chief financial officer services to be provided to Save Foods Ltd. exclusively by Lital Barda. for a monthly base salary of NIS 25 thousand to be paid for Ms. Barda’s services The agreement may be terminated by either party upon 30 days’ written notice or by Save Foods Ltd. upon the occurrence of certain events as set forth in the agreement. On January 8, 2024, the Board approved a bonus of $7 to Ms. Barda. On September 9, 2024, the Board approved a bonus of $8.

On November 10, 2024 following the compensation committee’s recommendation, the board of directors approved an amendment to the consulting agreement exclusively for the purpose of increasing the cash compensation to Ms. Barda in exchange for her services by 15%.

F-41

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 23 – SEGMENT REPORTING

A. Information about reported segment profit or loss and assets

This segment’s structure reflects the financial information and reports used by the Company’s management, specifically its CODM, to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s reportable segments are not aggregated.

The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer and the Chairman of the Board, for making decisions and assessing performance as the source of the Company’s reportable segments. The CODM allocate resources and assesses the performance of each operating segment based on potential business opportunities, historical and potential future sales and operating expenses.

The Company has two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) the N2O emissions Global warming solutions. The Pathogen prevention operating segment consists Save Food Ltd. and the Global warming solutions operating segment consist of NTWO OFF Ltd.

The Company’s method for measuring profitability on a reportable segment basis is operating loss. The Company adopted ASU 2023-07 in December 2024. The most significant provision was for the Company to disclose significant segment expenses that are regularly provided to the CODM. The Company’s CODM periodically reviews operating loss by segment and treats it as a significant segment expense.

The following table presents information about the Company’s reportable segments for the year ended December 31, 2024 and 2023:

Operating loss related to the Company’s reportable segments and the reconciliation of the total net loss attributable to common stockholders is as follows:

SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS

	2024			2023
	Year ended December 31
	2024			2023
Revenue from Pathogen prevention and prolong shelf life		210			263
Cost related to Pathogen prevention and prolong shelf life		(896	)		(1,361	)
Operating loss from Pathogen prevention and prolong shelf life		(686	)		(1,098	)
Revenue from N2O emissions Global warming solutions		-			-
Cost related to N2O emissions Global warming solutions		(350	)		(1,788	)
Operating loss from N2O emissions Global warming solutions		(350	)		(1,788	)
Professional services		(2,009	)		(1,831	)
Share base compensation		(1,055	)		(2,444	)
Depreciation		(18	)		(21	)
Other general and administrative expenses		(202	)		(396	)
Total Operating loss		(3,284	)		(4,692	)
Financing (expenses) income, net		(155	)		47
Other income		428			985
Changes in fair value of investments measured under the fair value option		(1,300	)		(714	)
Net loss		(5,347	)		(7,260	)

F-42

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 23 – SEGMENT REPORTING (continued)

B. Information on sales by geographic distribution:

Sales are attributed to geographic distribution based on the location of the customer.

SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION

	2024		2023
	Year ended December 31
	2024		2023
United States		171		142
Mexico		-		110
Israel		31		10
Peru		8		-
Turkey		-		1
Revenues from sales		210		263

C. Sales to single customers exceeding 10% of sales:

SCHEDULE OF SALES TO CUSTOMERS

	2024		2023
	Year ended December 31
	2024		2023
Customer A		171		143
Customer B		-		110
Customer C		31		-
Revenues from sales		202		253

D. Information on Long-Lived Assets - Property, Plant and Equipment and ROU assets by geographic areas:

The following table presents the locations of the Company’s long-lived assets as of December 31, 2024 and 2023:

SCHEDULE OF INFORMATION ON LONG LIVED ASSETS

	2024		2023
	Year ended December 31
	2024		2023
Israel		43		102
United States		13		21
Property, plant and equipment and ROU assets		56		123

F-43

N2OFF, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(USD in thousands, except share and per share data)

NOTE 24 – SUBSEQUENT EVENTS

1. On January 2, 2025, the Company consummated the Private Placement transactions contemplated by the securities purchase agreement, dated December 10, 2024, and issued 1,704,116 shares; pre-funded warrants to purchase 4,545,884 shares; and warrants to purchase 9,375,000 shares of the Company’s common stock at an exercise price of $0.24. The Company received gross proceeds of $1,500 as a result of such issuances.

During February and March 2025, the Company issued 1,573,265 and 1,747,620 shares of common stock, respectively, following exercises of pre-funded warrants. On March 14, 2025, the Company issued 729,166 shares of common stock following exercises of 729,166 warrants at an exercise price of $0.24 for total consideration of $175. See note 13(20),

2. On January 6, 2025, and February 12, 2025, the Company drew down €375 thousand (approximately $386) and €645 thousand (approximately $665), respectively, from the Pure Capital Credit Facility. See note 11(E).

3. On February 10, 2025 the Company’s wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of Nevada.

4. On February 24, 2025, the Company entered into a shareholders agreement (the “Italy Agreement”) with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD, a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company will purchase 70% of SBI4 shares (on a fully diluted basis) from SB.

The Company will lend €2,300 thousand to SB14 for financing two battery storage projects in Sicily, Italy (the “Projects”). which loan accrues interest at 7% per annum. Additionally, the Italy Agreement provides for a right of repurchase of shares of SBI4 by SB in the event the Company does not furnish drawdown amounts in accordance with the terms of the Italy Agreement.

The net profit from sales of Projects will be split between the parties as follows: if the selling price per megawatt (“MW”) (i) does not exceed Euro 30,000, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds Euro 30,000 up to Euro 60,000, per MW, SB will receive 40% of the profit (10% above its pro-rata share) and the Company will receive 60% of the profit; and (iii) exceeds Euro 60,000 per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and the Company will receive 50% of the net profit.

5. On February 25, 2025, the Company, entered into a securities purchase and exchange agreement (the “Mito Agreement”) with MitoCareX Bio Ltd., an Israeli private company (“MitoCareX”), SciSparc Ltd., an Israeli public company (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”, together with SciSparc and Alon, the “Sellers”, and together with the Company, the “Parties”) pursuant to which the Company will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.

The closing of the Mito Agreement is contingent upon, among other customary closing conditions, obtaining approval of the Company’s stockholders by the requisite majority. This approval has not yet been obtained.

On the closing date, SciSparc shall transfer and sell 6,622 Ordinary Shares to the Company, (the “Purchased Shares”), in consideration for a cash payment of $700; the Company will issue and deliver shares of Common Stock to the Sellers equal to 40% of the capital stock of the Company on a fully diluted basis, calculated as of immediately following the closing date (collectively, the “Exchanged Common Stock”); and as consideration for the Exchanged Common Stock, (1) Alon will transfer 11,166 Ordinary Shares to the Company, which will represent 100% of the Ordinary Shares owned by Alon as of the closing date; (2) Ciro will transfer 5,584 Ordinary Shares to the Company, which will represent 100% of the Ordinary Shares owned by Ciro as of the closing date; and (3) SciSparc will transfer 13,727 Ordinary Shares to the Company (“SciSparc’s Exchanged Shares” and together with Alon’s Shares and Ciro’s Shares, the “Exchanged Ordinary Shares”), which will represent 73% of the Ordinary Shares owned by SciSparc as of the closing date, such that, together with the Purchased Shares, the Company will receive 100% of SciSparc’s holdings in MitoCareX.

Following the closing, until December 31, 2028, the Sellers will have the right to receive such number of additional shares of Common Stock, for no additional consideration, in an aggregate amount of up to 25% of the issued and outstanding capital stock of the Company on a fully-diluted basis calculated as of immediately following the closing date in accordance with MitoCareX meeting certain milestones.

Immediately prior to the closing date, Alon will enter into an amended employment agreement with the Company and MitoCareX in connection with his employment as the Chief Executive Officer of MitoCareX, which provides, among other things, for a grant of restricted stock representing 5% of the capital stock of the Company on a fully diluted basis (calculated as of immediately following the closing date), pursuant to the Company’s 2022 Share Incentive Plan. Such shares will vest in three equal installments on each of the first, second and third anniversary of the closing date, subject to Alon’s continued employment with MitoCareX.

As additional consideration for the Exchanged Ordinary Shares, each of SciSparc, Alon and Ciro will receive, collectively, 30% of the gross proceeds of each financing transaction closed by the Company within five years of the closing, provided that the maximum amount payable to the foregoing parties will be $1,600.

Upon closing of the transactions contemplated by the Mito Agreement, the Company has committed to an initial investment of $1,000 in MitoCareX less any such amounts paid to MitoCareX pursuant to the loan agreement, dated December 22, 2024, among the Company, MitoCareX and L.I.A. Capital Ltd.

On March 12, 2025, the Company, entered into an additional Loan Agreement (the “Second Loan”) with MitoCareX, and Pure Capital pursuant to which the Company agreed to lend $250 to MitoCareX under the same conditions as the Loan granted on December 22, 2024. Any loan made by the Company to MitoCareX will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the closing of Mito Agreement. See also note 4 above.

F-44

N2OFF, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF MARCH 31, 2025

USD IN THOUSANDS

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED):
Condensed Consolidated Interim Balance Sheets (unaudited)	F-46
Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	F-47
Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	F-48
Condensed Consolidated Interim Statements of Cash Flows (unaudited)	F-49
Notes to Condensed Consolidated Interim Financial Statements	F-50-61

F-45

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(U.S. dollars in thousands except share and per share data)

	March 31,			December 31,
	2025			2024
Assets
Current Assets
Cash and cash equivalents		2,724			2,185
Restricted cash		23			24
Investment in marketable securities (Note 5 (2))		230			307
Accounts receivable, net of allowance for doubtful account of $43 and $42 as of March 31, 2025 and December 31, 2024, respectively.		195			143
Short term loan (Note 4)		477			234
Inventories		15			21
Prepaid expenses		408			464
Other current assets		263			26
Total Current assets		4,335			3,404
Long term prepaid expenses		196			244
Right-of-use asset arising from operating leases		29			8
Property and equipment, net		45			48
Investment in nonconsolidated affiliate (Note 3)		782			603
Long term loan (Note 5 (1))		346			350
Solar photovoltaic joint venture project (Note 6)		1,252			808
Solar projects under development (Note 8)		380			-
Total assets		7,365			5,465
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		30			48
Current warrant liabilities		415			312
Other liabilities		531			532
Total current liabilities		976			892
Non current operating lease liabilities		15			-
Credit facility (Note 7)		764			-
Stock purchase warrants liability (Note 9(1))		1,912			-
Total liabilities		3,667			892
Stockholders’ Equity
Common stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of March 31, 2025 and December 31, 2024; issued and outstanding 17,812,404 and 12,058,237 shares as of March 31, 2025 and December 31, 2024, respectively.		2			1
Preferred stock, $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of March 31, 2025 and December 31, 2024; issued and outstanding 0 shares as of March 31, 2025 and December 31, 2024.		-			-
Additional paid-in capital		39,714			39,327
Foreign currency translation adjustments		(30	)		(26	)
Accumulated deficit		(35,746	)		(34,553	)
Total Company’s stockholders’ equity		3,940			4,749
Non-controlling interests		(242	)		(176	)
Total stockholders’ equity		3,698			4,573
Total liabilities and stockholders’ equity		7,365			5,465

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-46

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(U.S, dollars in thousands except share and per share data)

	Three months ended
	March 31
	2025			2024
Revenues from sales of products		66			44
Cost of sales		(14	)		(28	)
Gross profit		52			16
Research and development expenses		(20	)		(116	)
Selling and marketing expenses		(47	)		(57	)
General and administrative expenses		(604	)		(742	)
Operating loss		(619	)		(899	)
Financing income (expenses), net		(813	)		5
Other expenses, net		-			(12	)
Changes in fair value of investments measured under the fair value option (Notes 3, 4,5,6), net		175			84
Net loss		(1,257	)		(822	)
Less: net loss attributable to non-controlling interests		64			53
Net loss attributable to the Company’s stockholders’ equity		(1,193	)		(769	)
Loss per share (basic)		(0.07	)		(0.26	)
Weighted average number of shares of Common Stock outstanding- basic		16,170,201			2,960,667
Loss per share (diluted)		(0.39	)		(0.26	)
Weighted average number of shares of Common Stock outstanding - diluted		22,287,535			2,960,667
Comprehensive loss:
Net loss		(1,257	)		(822	)
Other comprehensive income (loss) - Foreign currency translation adjustments		(6	)		-
Comprehensive loss		(1,263	)		(822	)
Net - loss attributable to non-controlling interests		64			53
Other comprehensive income (loss) attributable to non-controlling interests -foreign currency translation adjustments		2			-
Comprehensive loss attributable to the Company’s stockholders		(1,197	)		(769	)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-47

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(U.S, dollars in thousands, except share and per share data)

	Number of shares		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total equity
BALANCE AT DECEMBER 31, 2024		12,058,237		1		39,327		(26	)		(34,553	)		4,749			(176	)		4,573
Balance		12,058,237		1		39,327		(26	)		(34,553	)		4,749			(176	)		4,573
Issuance of shares for private investment in public equity (PIPE) agreement		5,025,001		1		-		-			-			1			-			1
Warrant exercises		729,166		-*		387		-			-			387			-			387
Share based compensation		-		-		-*		-			-			-*			-*			-*
Foreign currency translation adjustments		-		-		-		(4	)		-			(4	)		(2	)		(6	)
Comprehensive loss for the period		-		-		-		-			(1,193	)		(1,193	)		(64	)		(1,257	)
BALANCE AT MARCH 31, 2025		17,812,404		2		39,714		(30	)		(35,746	)		3,940			(242	)		3,698
Balance		17,812,404		2		39,714		(30	)		(35,746	)		3,940			(242	)		3,698

	Number of shares (*)		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total equity
BALANCE AT DECEMBER 31, 2023		2,955,490		-*		35,866		(26	)		(29,360	)		6,480			(22	)		6,458
Balance		2,955,490		-*		35,866		(26	)		(29,360	)		6,480			(22	)		6,458
Issuance of shares for standby equity purchase agreement II		28,333		-*		40		-			-			40			-			40
Issuance of shares to services providers		4,794		-		24		-			-			24			-			24
Comprehensive loss for the period		-		-		-		-			(769	)		(769	)		(53	)		(822	)
BALANCE AT MARCH 31, 2024		2,988,617		-*		35,930		(26	)		(30,129	)		5,775			(75	)		5,700
Balance		2,988,617		-*		35,930		(26	)		(30,129	)		5,775			(75	)		5,700

(*) Less than $1 thousand.

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

F-48

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(U.S, dollars in thousands except share and per share data)

	2025			2024
	Three months ended
	March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period		(1,257	)		(822	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation		3			5
Issuance of shares to employees and services providers		-			24
Share based compensation to employees and directors		-*			-
Expenses from standby equity purchase agreement II		24			13
Interest on loans		6			-
Change in fair value of warrant liability		103			-
Change in fair value of credit facility liability		(94	)
Change in fair value of PIPE’s warrant liability		624			-
Change in fair value of investment in nonconsolidated affiliate		(179	)		(84	)
Change in fair value of long term loan		4			-
Change in fair value of solar project		(82	)		-
Change in fair value of marketable securities		77			-
Exchange rate differences on operating leases		-			2
Increase in accounts receivable, net		(52	)		(39	)
Decrease in inventory		6			17
Decrease in prepaid expenses and other current assets		23			86
Increase (decrease) in accounts payable		(8	)		115
Decrease in other liabilities		(7	)		(324	)
Decrease in operating lease expense		2			14
Change in operating lease liability		(2	)		(15	)
Net cash used in operating activities		(809	)		(1,008	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Short term loan granted		(250	)		-
Investment in battery storage projects		(564	)
Solar photovoltaic joint venture project		(362	)		-
Net cash used in investing activities		(1,176	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		1,105			-
Repayment of credit facility		(248	)		-
Proceeds from PIPE agreement		1,500			-
Proceeds from exercise of warrants from PIPE agreement		175			-
Proceeds from standby equity purchase agreement, net		-			40
Net cash provided by financing activities		2,532			40
Effect of exchange rate changes on cash and cash equivalents		(9	)		3
INCREASE (DECREASE) IN CASH , CASH EQUIVALENTS AND RESTRICTED CASH		538			(965	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		2,209			4,478
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		2,747			3,513
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest		77			-
Non cash transactions:
Initial recognition of operating lease liability		24			-
Reclassification of warrant liabilities to equity upon exercise of warrants		212			-

(*) Less than $1 thousand.

The accompanying notes are an integral part of the condensed consolidated interim financial statements

F-49

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL

A. Operations

N2OFF, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware.

On November 6, 2023, the Company (which at that time was known as Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with N2OFF, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). The Reincorporation Merger was approved by the Company’s stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued Company’s business as the surviving corporation. On February 8, 2024, the Company’s stockholders approved the Company’s name change to “N2OFF, Inc.” which became effective on The Nasdaq Capital Market on March 19, 2024.

On February 10, 2025 the Company’s wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of Nevada.

On February 24, 2025, the Company entered into a shareholders agreement with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company will purchase 70% of SBI4 shares (on a fully diluted basis) from SB see note 8 below.

The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NITO”.

F-50

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

B. Going concern uncertainty

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $36 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors.

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of March 31, 2025, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the fourth quarter of 2025. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

C. Israel – Hamas war

As most of Company’s operations are conducted in Israel and all members of Company’s board of directors, management, as well as a majority of Company’s employees and consultants, including employees of its service providers, are located in Israel, Company’s business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. The factory of Plantify’s subsidiary, Piece of Bean, was located in Kibbutz Gonen in the Golan Heights, and its business operation was severely impacted by the war in Israel, which led Piece of Bean into voluntary insolvency proceedings. This, in turn, caused Plantify to essentially become a company with no business activity. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.

F-51

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

The Company is unable to predict how long the current conflict will last, as well as the repercussions these delays will have on its operations. If the Company is unable to renew its pilots or collaborations with packing houses its financial results may be affected.

The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of presentation

The condensed interim consolidated financial statements included in this Quarterly Report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2025, and its results of operations changes in stockholders’ equity, and cash flows for the three months ended March 31, 2025 and 2024. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 31, 2025. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2024 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

Use of Estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to calculation of fair value of the financial instruments.

Credit facility

Under the Fair Value Option Subsection of ASC Subtopic 825-10, Financial Instruments – Overall (“ASC 825”), the Company has an irrevocable option to designate certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The loans drawn under the credit facility are measured at fair value at each reporting date, with changes in fair value recognized in earnings. Fair value changes exclude accrued interest, which is recorded separately in interest expense. In accordance with ASC 825-10-45-5, the portion of the change in fair value attributable to changes in the instrument-specific credit risk is recognized in other comprehensive income (loss). The Company estimates changes in instrument-specific credit risk by calculating the difference between the total fair value change of the instrument and the portion attributable to changes in a relevant risk-free interest rate benchmark.

The Company elected the fair value option for its credit facility which includes an embedded prepayment option, see Note 7.

F-52

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Project assets

The Company develops commercial solar power projects (“project assets”) for sale. Project assets consist primarily of costs relating to solar power projects in various stages of development that are capitalized prior to entering into a definitive sales agreement for the solar power project. These costs include certain acquisition costs, land costs and costs for developing and constructing a solar power project. Development costs can include legal, consulting, permitting, and other similar costs. Construction costs can include execution of field construction, installation of solar equipment, and solar modules and related equipment. The Company does not depreciate the project assets when they are considered held for sale. Any revenue generated from a solar power project connected to the grid would be considered incidental income and accounted for as a reduction of the capitalized project costs for development. In addition, the Company presents all expenditures related to the purchase, development and construction of project assets as a component of cash flows from investing activities.

During the development phase, these project assets are accounted for in accordance with the recognition, initial measurement and subsequent measurement subtopics of ASC 970-360, as they are considered in substance real estate. While the solar power projects are in the development phase, they are generally classified as non-current assets, unless it is anticipated that construction will be completed, and sale will occur within one year.

The Company reviews project assets and deferred project costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. The Company considers a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets and the estimated costs to complete. The Company examines a number of factors to determine if the project will be recoverable, the most notable of which include whether there are any changes in environmental, ecological, permitting, market pricing or regulatory conditions that impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, the Company impairs the respective project assets and adjusts the carrying value to the estimated recoverable amount, with the resulting impairment recorded within operations.

Fair value

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

F-53

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value (continued)

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS

	Level 1		Level 2		Level 3		Total
	As of March 31, 2025
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Investment in Plantify		782		-		-		782
Investment in Solterra		230		-		-		230
Solar photovoltaic joint venture project		-		-		1,252		1,252
Loan granted to MitoCareX		-		-		477		477
Convertible loan to Solterra		-		-		346		346
Total assets		1,012		-		2,075		3,087

	Level 1		Level 2		Level 3		Total
	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
	US$
Assets:
Investment in Plantify		603		-		-		603
Investment in Solterra		307		-		-		307
Solar photovoltaic joint venture project		-		-		808		808
Loan granted to MitoCareX		-		-		234		234
Convertible loan to Solterra		-		-		350		350
Total assets		910		-		1,392		2,302

F-54

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value (continued)

The following table presents the changes in fair value of the level 3 assets for the period December 31, 2024 through March 31, 2025:

SCHEDULE OF FAIR VALUE OF THE LEVELS 3 ASSETS

	Solar photovoltaic joint venture project		Loan granted to MitoCareX			Convertible loan to Solterra			Total
	US$
Assets:
Outstanding at December 31, 2024		808		234			350			1,392
Additions during the period		362		250			-			612
Changes in fair value		82		(7	)		(4	)		71
Outstanding at March 31, 2025		1,252		477			346			2,075

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	Level 1		Level 2		Level 3		Total
	As of March 31, 2025
	Level 1		Level 2		Level 3		Total
	US$
Liabilities:
Stock purchase warrants liability		-		-		1,912		1,912
warrant liabilities to Pure Capital		-		-		415		415
Credit facility		-		-		764		764
Total liabilities		-		-		3,091		3,091

Level 1

Level 2

Level 3

Total

As of December 31, 2024

Level 1

Level 2

Level 3

Total

US$

Liabilities:

warrant liabilities to Pure Capital

312

Total liabilities

312

NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE

On March 31, 2023, the Company entered into a Securities Exchange Agreement (the “Securities Exchange”) with Plantify Ltd., pursuant to which each party agreed to issue to the other 19.99% of its issued and outstanding capital stock. The Securities Exchange closed on April 5, 2023.

In connection with the agreement, the Company executed a debenture in the amount of CAD1,500 thousand (approximately $1,124), bearing interest at 8% per annum and secured by a pledge of the shares of a Plantify subsidiary.

On September 7, 2023, the Company increased its holdings in Plantify through participation in a rights offering. As of that date, the Company held approximately 23% of Plantify’s issued and outstanding common shares. The Company determined it had significant influence over Plantify and elected the fair value option for its equity method investment.

On April 2, 2024, the Company’s board of directors approved a Credit Facility of up to $250, bearing interest at 8% per annum, which was fully utilized by Plantify as of November 2024.

On December 5, 2024, the Company and Plantify completed a debt settlement agreement (the “Settlement Agreement”), whereby Plantify issued 2,420,848 of its common shares to the Company in full settlement of the outstanding Debenture and the utilized Credit Facility, increasing the Company’s ownership interest to approximately 65%.

Following additional share issuances by Plantify, including a private placement on December 20, 2024, and a debt settlement with another lender, on January 12, 2025, the Company’s ownership interest in Plantify was reduced to approximately 25%.

The investment in Plantify’s common shares is classified within Level 1 in the fair value hierarchy, based on quoted prices in active markets. For the three months period ended March 31, 2025, the Company recorded gain from change in fair value of the investment of $179 thousand, which is presented in the statement of comprehensive loss.

F-55

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

The following tables present Plantify’s summarized financial information:

SCHEDULE OF EQUITY INVESTMENT

	2025			2024
	Three months ended March 31,
	2025			2024
Revenue		-			160
Gross loss		-			(81	)
Net loss		(257	)		(689	)

	As of March 31,			As of December 31,
	2025			2024
Current assets		124			683
Noncurrent assets		40			41
Current liabilities		1,000			1,724
Stakeholders deficit		(1,534	)		(1,698	)

NOTE 4 – MITOCAREX TRANSACTION

In December 2024, the Company entered into a loan agreement (the “First Loan”) with MitoCareX BioLtd. an Israeli private company (“MitoCareX”) in the principal amount of $250. The First Loan bears interest at a variable rate linked to the U.S. dollar exchange rate plus 3%, as published by the Israel Tax Authority, and matures in June 2025. The First Loan is guaranteed by L.I.A. Pure Capital Ltd. (“Pure Capital”), the brother of Dr. Alon Silberman, the Chief Executive Officer of MitoCareX.

On February 25, 2025, the Company, entered into a securities purchase and exchange agreement (the “Mito Agreement”) with MitoCareX, SciSparc Ltd., an Israeli public company (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”) pursuant to which the Company will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.

On the closing date, SciSparc shall transfer and sell 6,622 Ordinary Shares to the Company, (the “Purchased Shares”), in consideration for a cash payment of $700. The Company will issue and deliver shares of Common Stock to the Sellers equal to 40% of the capital stock of the Company on a fully diluted basis, calculated as of immediately following the closing date (collectively, the “Exchanged Common Stock”); and as consideration for the Exchanged Common Stock, (1) Alon will transfer 11,166 Ordinary Shares to the Company, which will represent 100% of the Ordinary Shares owned by Alon as of the closing date; (2) Ciro will transfer 5,584 Ordinary Shares to the Company, which will represent 100% of the Ordinary Shares owned by Ciro as of the closing date; and (3) SciSparc will transfer 12,066 Ordinary Shares to the Company (“SciSparc’s Exchanged Shares”) and together with Alon’s Shares and Ciro’s Shares, the “Exchanged Ordinary Shares”), which will represent 100% of the holdings in MitoCareX.

F-56

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 4 – MITOCAREX TRANSACTION (continued)

Company’s chairman of the board of directors and one of Company’s directors are also members of the board of directors of SciSparc.

The Company elected to account for the loans under the fair value option in accordance with ASC 825. The Company estimated the fair value of the First Loan and Second Loan using a third-party appraiser by discounting the Principal and interest at a discount rate of market interest for similar loans. The interest rate was determined, among other things, using the CAPM model, at 18.0% and 17.9%, respectively, as of March 31, 2025. The Company calculated the fair value of the First Loan and Second Loan at $243 and $234, respectively, as of March 31, 2025 and recorded interest expense in the amount of $6.

NOTE 5 – INVESTMENT AND LOAN TO SOLTERRA

1. On June 30, 2024, the Company entered into a 24 month Loan Agreement with Solterra Renewable Energy Ltd. (“Solterra”) and other lenders, under which the Company committed €375 thousand (approximately $406) out of a total €500 thousand principal amount. The loan bears annual interest of 7%, payable beginning June 30, 2025. Solterra shall have the option to convert the loan into shares of Solterra Energy Ltd. (“SE”), at the lowest price per share under which SE raises capital during the period from the Loan Agreement date through conversion. If the loan is not converted or repaid in full within nine months from the closing date of the merger involving SE, the interest rate increases to 12% per annum.

The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. As of March 31, 2025, the Company estimated the fair value of the Loan Agreement at $346, based on a third-party valuation applying a 54.7% market discount rate for similar loans. The Company’s chairman of the board of directors also serves as a director of SE.

2. During 2024, the Company acquired 267,000 shares of SE for a total consideration of NIS801 thousand (approximately $219).

The Company calculated the investment at fair value accordance with ASC 321.

As of March 31, 2025, the Company recorded loss from the decrease in the fair value of the shares in the amount of $77.

F-57

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT

On July 31, 2024, the Company entered into a Loan and Partnership Agreement with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG a German partnership (the “Partnership”), Solterra, and other lenders, under which the Company committed €1,560 thousand (approximately $1,716) out of a total €2,080 thousand (approximately $2,288) loan for solar energy projects. The loan bears interest of 7% annually and matures upon the earlier of the sale of the Partnership or five years from the agreement date. The Company’s loan is secured by a lien on Solterra’s interests in the Partnership, and all loans from Solterra are subordinated. The lenders are entitled to 50% of the Partnership’s profits, with the Company entitled to 25% through one of several profit rights alternatives to be elected within three months of the agreement date which was has not been elected to date. As of March 31, 2025, the Company has funded €1,057 thousand (approximately $1,142) which €352 (approximately $362) was invested in January 2025.

The Partnership was evaluated under ASC 810-10, and the Company determined it is not the primary beneficiary due to lack of power to direct significant activities and limited exposure to variable returns; accordingly, the Partnership is not consolidated.

The Company elected to account for the Loan and Partnership Agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability of completion of the project based on key milestones, scenarios for the expected project’s cash realization value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation date. The interest rate was determined at 8.48% as of March 31, 2025. The Company calculated the Loan Agreement at €1,159 thousands (approximately $1,252) as of March 31, 2025. Changes in fair value of an investment calculated at $79 were recorded in changes in fair value of investments measured under the fair value in the comprehensive loss.

NOTE 7 – CREDIT FACILITY

On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (the “Lender”) for financing of up to €6,000 thousand (the “Pure Capital Credit Facility”), of which €2,000 thousand may be used for the Loan and Partnership Agreement in Germany, and the remaining €4,000 thousand for other pre-approved projects. The facility bears annual interest of 7%, payable in advance and deducted from each drawdown, for a period of 24 months.

The facility will expire upon full drawdown or five years from the agreement date, whichever occurs first. Borrowed amounts are to be repaid from project proceeds or 33% of proceeds from other Company financings during the drawdown period.

In connection with the facility, the Company issued a 5 five-year warrant to the Lender to purchase 1,850,000 shares of common stock at an exercise price of $1.00 per share. The Warrant Shares will be exercisable immediately after the issuance. Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant.

On December 5, 2024, the Lender agreed, pursuant to a waiver agreement, not to convert the warrants shares unless and until the stockholder of the Company approve the issuance of the warrants. Such approval had not been received as of March 31, 2025.

The Company determined that the warrant is not considered indexed to the Company’s own stock. The Company elected to account for the Warrant Shares under the fair value option in accordance with ASC 825. The Company estimated the fair value of the Warrant Shares as of October 1, 2024, December 31, 2024 and March 31, 2025, using the Black-Scholes option pricing model.

F-58

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 7 – CREDIT FACILITY (continued)

The assumptions used to perform the calculations are detailed below:

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANT SHARES

Fair value of the conversion feature	October 1, 2024				December 31, 2024		March 31, 2025
Expected volatility (%) (*)		117.19	%		117.68	%		151.68	%
Risk-free interest rate (%)		3.51	%		4.38	%		3.96	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected term of options (years)		5			5			4.5
Exercise price (US dollars)	$	1		$	1		$	0.1
Share price (US dollars)	$	0.247		$	0.248		$	0.239
Fair value (U.S. dollars)	$	307		$	312		$	415

(*) The expected volatility was based on the historical volatility of the share price of the Company.

On January 6, 2025, and February 12, 2025, the Company drew down gross amounts of €375 thousand (approximately $386) and €645 thousand (approximately $665), respectively. Interest in the total amount of €72 thousand (approximately $77) was deducted from the gross drawdowns and was recorded in the statement of comprehensive loss.

On March 10, 2025, the Company repaid €230 thousand (approximately $248).

The Company elected to account for the loans drawn under the credit facility under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loans drawn under the credit facility using a third-party appraiser and the assumptions were based on repayments scenario analysis that considered various possible outcomes regarding the timing of sale of the project and estimations regarding Company’s future fundraising.

The interest rate was determined, among other things, using the Ba2 yield curve as of March 31, 2025, at 15.2% for the loan’s remaining term. The Company calculated the fair value of the loans drawn under the credit facility as of March 31, 2025, at €704 thousand (approximately $764) and recorded interest income in the amount of $94.

NOTE 8 – A CONSOLIDATED ENTITY

On February 24, 2025, the Company entered into a shareholders agreement (the “Italy Agreement”) with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD, a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company purchased 70% of SBI4 shares (on a fully diluted basis) from SB. As a result of such, SBI4 became a majority-owned subsidiary of the Company.

The Company will lend €2,300 thousand to SB14 for financing two battery storage projects in Sicily, Italy (the “Projects”) which loan accrues interest at 7% per annum. Additionally, the Italy Agreement provides for a right of repurchase of shares of SBI4 by SB in the event the Company does not furnish drawdown amounts in accordance with the terms of the Italy Agreement.

The net profit from sales of projects will be split between the parties as follows: if the selling price per megawatt (“MW”) (i) does not exceed Euro 30,000, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds Euro 30,000 up to Euro 60,000, per MW, SB will receive 40% of the profit (10% above its pro-rata share) and the Company will receive 60% of the profit; and (iii) exceeds Euro 60,000 per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and the Company will receive 50% of the net profit.

As of March 31, 2025, the Company has funded €603 thousand (approximately $651).

NOTE 9 – COMMON STOCK AND WARRANTS

1. On January 2, 2025, the Company consummated a Private Placement transactions contemplated by the securities purchase agreement, dated December 10, 2024, and issued 1,704,116 shares; pre-funded warrants to purchase 4,545,884 shares; and warrants to purchase 9,375,000 shares of the Company’s common stock at an exercise price of $0.24. The Company received gross proceeds of $1,500 as a result of such issuances.

During February and March 2025, the Company issued 1,573,265 and 1,747,620 shares of common stock, respectively, following exercises of pre-funded warrants.

The Company considered the guidelines of ASC 815 and determined that the warrants issued in the Private Placement meet the definition of a liability and were therefore classified as warrant liabilities in the balance sheet. The pre-funded warrants were classified as equity.

Upon initial recognition, the Company calculated the warrant liabilities at their fair value at $9.6 million, resulting in a non-cash loss of approximately $8.1 million, which was recognized in the statement of comprehensive loss.

On March 14, 2025, holders of warrants to purchase 729,166 shares of common stock exercised their warrants at an exercise price of $0.24 for total consideration of $175. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash gain of approximately $534, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise.

F-59

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 9 – COMMON STOCK (continued)

As of March 31, 2025, the Company calculated the fair value of the remaining warrant liabilities, resulting in a non-cash gain of approximately $7 million, which was recognized in statement of comprehensive loss.

The fair value of the warrant liabilities was determined using a Black-Scholes option pricing module. The assumptions used to perform the calculations are detailed below:

SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANT SHARES ASSUMPTIONS

Fair value of the conversion feature	January 2, 2025			March 14, 2025			March 31, 2025
Expected volatility (%) (*)		140.61	%		151.68	%		151.68	%
Risk-free interest rate (%)		4.38	%		4.09	%		3.96	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected term of options (years)		5.5			5.3			5.25
Exercise price (US dollars)	$	0.24		$	0.24		$	0.24
Share price (US dollars)	$	1.07		$	0.31		$	0.24
Fair value (U.S. dollars)	$	9,651		$	212		$	1,912

(*) The expected volatility was based on the historical volatility of the share price of the Company.

2. During the three months ended March 31, 2025, the Company recorded share base compensation expenses in General and Administrative expenses in the amount of $41 related to shares issued by the company to service providers by December 31, 2023.

NOTE 10 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2025:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price
Outstanding at December 31, 2024		29,217			15.38
Granted		-			-
Exercised		-			-
Forfeited or expired		(1,294	)		24.14
Outstanding at March 31, 2025		27,923			14.97
Number of options exercisable at March 31, 2025		17,923			23.33

The aggregate intrinsic value of the awards outstanding as of March 31, 2025 was $236. These amounts represent the total intrinsic value, based on the Company’s stock price of $0.29 as of March 31, 2025, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

Costs incurred in respect of stock-options compensation for employees and directors for the three months ended March 31, 2025 and 2024 were less than $1 and $0, respectively.

NOTE 11 – RELATED PARTIES

A. Transactions and balances with related parties

SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES

	2025		2024
	Three months ended March 31
	2025		2024
General and administrative expenses:
Directors’ compensation		100		85
Salaries and fees to officers		79		128
Total General and administrative expenses		179		213

B. Balances with related parties and officers:

	As of March 31,		As of December 31,
	2025		2024
Other accounts payables		101		89

F-60

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 12 – SEGMENT REPORTING

A. Information about reported segment profit or loss and assets

As of December 31, 2024, the Company had two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) the N2O emissions Global warming solutions. The Pathogen prevention operating segment consists Save Food Ltd. and the Global warming solutions operating segment consist of NTWO OFF Ltd.

As of March 31, 2025, management estimated that N2O emissions Global warming solutions activity did not meet the quantitative thresholds for separate segment reporting under ASC 280 while additional investments in Renewable energy projects, including new investments made during the period, meet the quantitative thresholds for separate segment reporting under ASC 280 the Company determined that it has two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) Renewable energy projects. The Pathogen prevention operating segment consists Save Food Ltd. and the Global warming solutions operating segment consist of NITO Renewable Energy, Inc. and Solar photovoltaic joint venture project.

The chief operating decision maker evaluates segment performance primarily based on segment operating loss.

The following table presents information about the Company’s reportable segments for the year ended March 31, 2025 and 2024:

SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS

	2025			2024
	Three months ended
	March 31
	2025			2024
Revenue from pathogen prevention and prolong shelf life		66			44
Cost related to pathogen prevention and prolong shelf life		(270	)		(235	)
Operating loss from Pathogen prevention and prolong shelf life		(204	)		(191	)
Revenue from renewable energy projects		-			-
Cost related to renewable energy projects		(71	)		-
Operating loss from Renewable energy projects		(71	)		-
Research and development expenses		-			(103	)
Professional services		(238	)		(302	)
Share base compensation		(41	)		(140	)
Depreciation		(3	)		(5	)
Interest of loans		(77	)		-
Other general and administrative expenses		(62	)		(158	)
Total Operating loss		(421	)		(708	)
Financing (expenses) income, net		(736	)		5
Other loss		-			(12	)
Changes in fair value of investments measured under the fair value option		175			84
Net loss		(1,257	)		(822	)

NOTE 13 – SUBSEQUENT EVENTS

1. During April, 2025 and May, 2025, the Company issued 575,000 and 2,945,833 shares of common stock, respectively, following exercises of pre-funded warrants and warrants as described in Note 9(1) above.

2. On April 9, 2025, the Company entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF, which provides for the sale by the Company to Yaaran of 4,200,000 ordinary shares of NTWO OFF, representing 100% of the Company’s shares of NTWO OFF, for NIS 15 thousand.

The SPA provides customary representations, warranties and covenants by the Company, NTWO OFF and Yaaran, and further provides that all obligations arising under the Stock Exchange Agreement, dated July 11, 2023, between the Company, Yaaran and NTWO OFF, as amended on July 24, 2023 and on August 13, 2023, will be null and void and of no further force and effect.

3. On May 11, 2025 the board of directors of the Company approved the issuance of an equity grant to executive officers and consultants amounting to a total of 900,000 and 3,500,000 shares of common stock, par value $0.0001, respectively.

4. On May 12, 2025, the Company, entered into a Purchase Agreement (the “Agreement”) with YA II PN, Ltd. (the “Investor”) pursuant to which the Investor committed to advance the Company the aggregate principal amount of $3,000, of which (i) up to $1,500 will be made available within 60 days following the date a new registration statement has been filed by the Company with the SEC registering the resale of the shares issuable pursuant to the Standby Equity Purchase Agreement dated as of December 22, 2023 (the “SEPA II”) between the Company and the Buyer (the “First Closing”), and (ii) up to $1,500 will be made available within 60 days following the date that said registration statement is declared effective by the SEC (the “Second Closing,” and together with the First Closing, each, a “Closing”). The Second Closing must take place within 180 days of the First Closing.

The Notes to be issued at each Closing will be issued at a purchase price equal to 100% of the amount advanced to the Company, bear interest at 8% per annum and mature 12 months from issuance. Sixty days after the issuance of each Note, the Company will pay the Investor in ten equal monthly installments $150 of principal and accrued and unpaid interest thereon. Such monthly installments can be made, at the option of the Company, in cash or by submitting an advance notice pursuant to the SEPA II, or any combination thereof. The Note provides for typical events of default, including the failure of the Company to remain on The Nasdaq Capital Market LLC or file with the SEC any periodic report; upon an event of default interest accrues at the rate of 18% per annum. The Company has the right to prepay all or a portion of the outstanding principal and accrued interest thereon by paying a $7,500 prepayment penalty on each monthly installment.

The Company paid the Investor a structuring fee of $15 and on May 13, 2025 issued, 675,675 shares to the Investor which represents $300 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Agreement.

F-61

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following ~~table~~is ~~sets~~an ~~forth~~estimate of the ~~costs and~~ expenses ~~payable~~(all byof ~~the~~which ~~Company~~are into ~~connection~~be ~~with~~paid ~~this~~by ~~offering.~~the ~~All~~registrant) ~~expenses~~that ~~incurred~~we ~~with respect~~may toincur ~~the~~in ~~registration~~connection ofwith the ~~common~~securities being ~~stock~~registered ~~will~~hereby, beother ~~borne~~than by the ~~Company.~~Securities ~~All~~and ~~amounts~~Exchange ~~are~~Commission ~~estimates, except the SEC~~ registration fee.:

SEC registration fee	$	2,582.07
SEC Registration Fee	$	1,289.79
Accounting fees and expenses	$	14,000
Accounting Fees and Expenses		17,000
Legal fees and expenses	$	15,000
Legal Fees and Expenses		30,000
Total	$	3148,~~582~~289.0779

Item 14. Indemnification of Directors and Officers.

~~Section 78.7502 of the~~ Nevada ~~Revised Statutes provides that a Nevada corporation may indemnify any person who was, is or is threatened to be~~ ~~made,~~law ~~party~~and tocertain ~~any~~provisions ~~threatened,~~of ~~pending~~our oramended ~~completed~~and ~~action,~~restated ~~suit~~bylaws orunder ~~proceeding,~~certain ~~whether~~circumstances ~~civil,~~provide ~~criminal,~~for ~~administrative~~indemnification ~~or investigative (other than an action by or in the right~~ of ~~such~~our ~~corporation)~~officers, ~~by reason of the fact that such person is or was an officer, director,~~ ~~employee~~directors orand ~~agent~~controlling ofpersons ~~such~~against ~~corporation or is or was serving at the request of such corporation as a director~~liabilities, ~~officer,~~which ~~employee~~they ~~or agent of another corporation or enterprise. The indemnity~~ may ~~include~~incur ~~expenses (including attorneys’ fees), judgments, fines and amounts paid~~ in ~~settlement actually and reasonably incurred by~~ such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegalcapacities. A ~~Nevada~~summary ~~corporation may indemnify any persons who are, were or are a party to any threatened, pending or completed action or suit by or in the right~~ of the ~~corporation~~ bycircumstances reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in ~~connection with~~which ~~the defense or settlement of~~ such ~~action~~indemnification oris ~~suit,~~ provided ~~such~~for ~~person~~is ~~acted~~contained ~~in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests~~herein, ~~provided~~but ~~that~~this nodescription ~~indemnification~~ is ~~permitted~~qualified ~~without~~in ~~judicial~~its ~~approval if~~entirety ~~the~~by ~~officer,~~reference ~~director, employee or agent is adjudged~~ to beour ~~liable to the corporation. Where an officer or director is successful on~~amended ~~the~~and ~~merits~~restated orbylaws ~~otherwise~~and ~~in the defense of any action referred~~ to ~~above,~~ the ~~corporation~~statutory ~~must indemnify him against the expenses which such officer or director has actually and reasonably incurred~~provisions.

~~Section~~In ~~78.752~~general, ~~further~~any ~~authorizes~~officer, adirector, ~~corporation~~employee toor ~~purchase~~agent ~~and~~may ~~maintain~~be ~~insurance~~indemnified onagainst ~~behalf~~expenses, offines, ~~any~~settlements ~~person who is~~ or ~~was~~judgments aarising ~~director,~~in ~~officer,~~connection ~~employee~~with ora ~~agent~~legal ofproceeding ~~the~~to ~~corporation~~which orsuch person is ora ~~was~~party, ~~serving~~if atthat ~~the~~person’s ~~request~~actions ofwere ~~the~~in ~~corporation~~good asfaith, awere ~~director,~~believed ~~officer,~~to ~~employee~~be orin ~~agent~~our ofbest ~~another~~interest, ~~corporation~~and orwere ~~enterprise,~~not ~~against~~unlawful. ~~any~~Unless ~~liability~~such ~~asserted~~person ~~against~~is ~~him~~successful ~~and~~upon ~~incurred~~the bymerits ~~him~~ in ~~any~~ such ~~capacity~~an action, orindemnification ~~arising~~may be awarded ~~out~~only ofafter ~~his~~a ordetermination ~~her~~by ~~status~~independent asdecision ~~such~~of our board of directors, ~~whether~~by legal counsel, or ~~not~~by ~~the~~a ~~corporation~~vote ~~would~~of ~~otherwise~~the ~~have~~stockholders, that the ~~power~~applicable tostandard ~~indemnify~~of ~~him~~conduct ~~under~~was ~~Section~~met 78by the person to be indemnified.~~7502.~~

The circumstances under which indemnification is granted in connection with an action brought on our behalf are generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.

Indemnification may also be granted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders or directors. The statutory provision cited above also grants the power to us to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

~~Our~~Item ~~Bylaws~~15. ~~provide~~Recent ~~that~~Sales ~~we must indemnify our directors and officers to the fullest extent permitted by the Nevada Revised Statutes and must also pay expenses incurred in defending any such proceeding in advance~~ of ~~its~~Unregistered final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnifiedSecurities.

WeThe ~~entered~~securities ~~into~~described ~~indemnification~~below ~~agreements~~were ~~with~~sold ~~certain~~within ofthe ~~our~~past ~~executive~~three ~~officers~~years and ~~directors~~were ~~pursuant~~not toregistered ~~which~~under ~~we have agreed to indemnify such persons against all expenses and liabilities incurred or paid by such person in connection with any proceeding arising from~~ the ~~fact~~ ~~that~~Securities ~~such person is or was an officer or director of the Company, and to advance expenses as incurred by or on behalf of such person in connection therewith~~Act.

~~The~~Sales ~~indemnification~~by rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.Nexentis

WeOn ~~maintain~~January ~~standard~~2, ~~policies~~2023, ofApril ~~insurance~~3, ~~that~~2023, ~~provide~~and ~~coverage~~August ~~(1)~~7, to2023, ~~our~~we ~~directors~~issued ~~and~~3 ~~officers~~shares ~~against~~of ~~loss~~common ~~rising~~stock ~~from~~to ~~claims~~each ~~made by~~of ~~reason~~two ofconsultants ~~breach~~for ofconsulting ~~duty~~services provided orto ~~other~~us. ~~wrongful~~In ~~act~~addition, ~~and~~on ~~(2)~~August to7, us2023, ~~with~~we ~~respect~~issued toa ~~indemnification~~one-time ~~payments~~bonus ~~that~~of we88 ~~may~~shares ~~make~~of Common Stock to each such ~~directors and officers~~consultant.

~~ITEM~~On ~~15.~~January ~~RECENT~~2, ~~SALES~~2023, OFwe ~~UNREGISTERED~~issued ~~SECURITIES~~6 shares of common stock to a consultant for services provided to us.

~~The~~On ~~following~~February ~~information~~13, ~~represents~~2023, ~~securities~~and ~~sold~~April by27, us2023, ~~within~~we ~~the~~issued ~~past~~15 ~~three~~and ~~years~~9 ~~which~~shares ~~were~~of ~~not~~common ~~registered~~stock, ~~under~~respectively, ~~the~~to ~~Securities~~a ~~Act~~consultant for services provided to us pursuant to a consulting agreement dated January 20, 2023.

On ~~July~~April 114, ~~2022~~2023, ~~September~~we 7issued 588 shares of common stock to eight executive officers, ~~2022~~employees, directors and ~~October~~consultants. ~~11,~~Of ~~2022~~these, we175 shares ~~issued~~of ~~858~~common ~~shares,~~stock 1to David Palach,~~072~~ ~~shares~~the ~~and~~Company’s 1Chief Executive Officer,~~442~~ 59 shares of ~~Common~~common ~~Stock,~~stock ~~respectively~~to Lital Barda, the Company’s toChief aFinancial ~~consultant~~Officer, ~~for~~30 ~~consulting~~shares ~~services~~of ~~provided~~common stock to usDan ~~pursuant~~Sztybel, toSave aFoods ~~consulting~~Ltd.’s ~~agreement,~~chief ~~dated~~executive ~~January~~officer 9,and ~~2022~~30 shares of common stock to Joachim Fuchs.

On ~~each~~April ~~of May 2~~3, ~~2022~~2023, ~~and August 22, 2022,~~ we issued ~~1,715~~86 shares of common stock to aEU ~~consultant~~Agritech in for ~~consulting~~ services provided to us pursuant to an amended consulting agreement dated ~~June~~March 2629, ~~2022~~2023.

On ~~May~~April 23, ~~2022~~2023, we issued ~~1,786~~6 shares of common stock to a consultant for ~~investor relations and public relations~~ services provided to us ~~pursuant to an agreement, dated October 24, 2021~~us.

OnIn ~~May~~connection 2,with ~~2022,~~the wesecurities ~~issued~~exchange 86agreement ~~shares~~with ofPlantify, ~~common~~on ~~stock~~April to5, a2023, ~~consultant~~we ~~for~~issued ~~investor~~679 ~~relations~~shares ~~and~~of ~~public~~common ~~relations~~stock ~~services provided~~ to ~~us pursuant to an agreement, dated June 15,2021~~Plantify.

On ~~September~~June 721, ~~2022~~2023, we issued ~~429~~132 shares of common stock to ~~Joachim~~a ~~Fuchs~~consultant for services provided to us pursuant to a consulting agreement dated June 14, ~~under~~2023. On November 20, 2023, we issued 82 shares of common stock pursuant to an amendment to the ~~Company’s~~consulting ~~2022~~agreement, ~~Share~~dated November ~~Incentive~~15, ~~Plan~~2023.

On June 21, 2023, we issued 105 shares of common stock to a consultant for services provided to us pursuant to a consulting agreement dated May 28, 2023.

On June 21, 2023, we issued 146 shares of common stock to a consultant for services provided to us pursuant to a consulting agreement dated May 28, 2023.

During June 2023, we issued an aggregate of 68 shares of common stock to a consultant for services provided to us pursuant to a consulting agreement dated June 15, 2023.

We issued a five-year warrant to purchase 47 shares of common stock at an exercise price of $6,431.25 to ThinkEquity, LLC in connection with an underwriting agreement with Think Equity LLC for our public offering of shares of common stock in August 2022.

On July 6, 2023, we issued 21 shares of common stock to a consultant for legal services provided to the Company pursuant to a consulting agreement dated June 21, 2023. In addition, on September 6, 2023, we issued 25 shares of common stock pursuant to retainer legal services agreement dated August 7, 2023.

On July 27, 2023, we issued 911 shares of common stock to Yaaran Investments Ltd. in connection with the stock exchange agreement.

On August 7, 2023, we issued 6 shares of common stock to a consultant for services provided to us.

II-2

On September 727, ~~2022~~2023, wein ~~issued~~connection ~~7,143~~with ~~shares~~a ofstandby ~~common~~equity ~~stock~~purchase toagreement awith ~~consultant~~an ~~for~~investor, ~~services~~we ~~provided~~issued to108 usshares ~~pursuant~~of tocommon anstock ~~amended consulting~~as ~~agreement,~~a ~~dated~~commitment ~~September~~fee 6,to ~~2022~~a subsidiary of such investor.

On November 168, ~~2022~~2023, we issued ~~7,143~~6 shares of common stock to a consultant for ~~investor relations~~ services provided to us ~~pursuant to a consulting agreement and we made quarterly issuances of 1,286 shares of common stock on January 1, 2023, April 3, 2023, August 7, 2023, and November 8, 2023, to such consultant~~.

On ~~January~~December ~~2, 2023, April 3, 2023, and August~~ 7, 2023, we issued ~~715~~8 shares of common stock to ~~each~~a ofconsultant ~~two~~for ~~consultants~~investor ~~for~~relations ~~consulting~~ and public relations services provided to us. Inpursuant ~~addition,~~to onan ~~August 7~~agreement, ~~2023,~~dated weNovember ~~issued a one-time bonus of 22~~23,~~143~~ ~~shares of Common Stock to each such consultant~~2023.

On ~~February~~December 1321, 2023, ~~and April 27, 2023,~~ we issued ~~3,572~~an ~~and~~aggregate 2of 1,~~143~~511 shares of common stock, ~~respectively,~~ to asix ~~consultant~~consultants for services provided to ~~us pursuant~~ to ~~a consulting agreement dated January 20, 2023~~us.

On ~~April~~December 421, 2023, we issued ~~71,430~~234 shares of common stock to ~~four~~David ~~consultants~~Palach, 42our Chief Executive Officer,~~858~~ 117 shares of common stock to ~~David Palach~~Lital Barda, ~~the~~our ~~Company’s~~ Chief ~~Executive~~Financial Officer, ~~14,286~~409 shares of common stock to ~~Lital~~Amitay ~~Barda~~Weiss, ~~the~~a ~~Company’s Chief Financial Officer~~director, ~~7,143~~and 60 shares of common stock to ~~Dan~~each ~~Sztybel, Save Foods Ltd~~of Messrs.’s ~~chief~~Arbib, ~~executive~~Berenstein, ~~officer~~Kalifi and 7Rosenbloom,~~143~~ ~~shares~~members of ~~common~~the ~~stock~~board toof ~~Joachim Fuchs~~directors.

On ~~April~~December 328, 2023, wein ~~issued~~connection ~~21,009~~with ~~shares~~a ofstandby ~~common~~equity ~~stock~~purchase toagreement EUwith ~~Agritech~~an ~~for~~investor, ~~services~~dated ~~provided~~December to22, us2023, ~~pursuant~~we toissued an452 ~~amended~~shares of ~~consulting~~common ~~agreement dated~~stock ~~March~~as ~~29,~~commitment ~~2023~~shares.

InOn ~~connection~~December ~~with the securities exchange agreement with Plantify~~28, ~~on April 5,~~ 2023, we issued ~~166,340~~52 shares of common stock to ~~Plantify~~the designee of a law firm for professional services rendered to us by such firm.

On ~~June~~March 2118, ~~2023~~2024, we issued ~~32,143~~6 shares of common stock to a consultant for investor relations services provided to us ~~pursuant to a consulting agreement dated June 14, 2023~~. ~~On November 20, 2023, we issued 20,000 shares of common stock pursuant to an amendment to the consulting agreement, dated November 15, 2023.~~

On ~~June~~March 2118, ~~2023~~2024, we issued ~~25,715~~15 shares of common stock to a consultant for services provided to us ~~pursuant to a consulting agreement dated May 28, 2023~~.

On June 21, 2023, we issued 35,715 shares of common stock to a consultant for services provided to us pursuant to a consulting agreement dated May 28, 2023.

During June 2023, we issued an aggregate of 16,485 shares of common stock to a consultant for services provided to us pursuant to a consulting agreement dated June 15, 2023.

We issued a five-year warrant to purchase 11,429 shares of common stock at an exercise price of $26.25 to ThinkEquity, LLC in connection with an underwriting agreement with Think Equity LLC for our public offering of shares of common stock in August 2022.

On July 6, 2023, we issued 4,945 shares of common stock to a consultant for legal services provided to the Company pursuant to a consulting agreement dated June 21, 2023. In addition, on September 6, 2023, we issued 6,123 shares of common stock pursuant to retainer legal services agreement dated August 7, 2023.

On July 27, 2023, we issued 223,008 shares of common stock to Yaaran Investments Ltd. in connection with the stock exchange agreement.

On September 27, 2023, in connection with a standby equity purchase agreement with an investor, we issued 26,224 shares of common stock as a commitment fee to a subsidiary of such investor.

On December 7, 2023, we issued 1,755 shares of common stock to a consultant for investor relations and public relations services provided to us pursuant to an agreement, dated November 23, 2023.

II-3

On December 21, 2023, we issued an aggregate of 369,124 shares of common stock to six consultants for services provided to us.

On December 21, 2023, we issued 57,142 shares of common stock to David Palach, our Chief Executive Officer, 28,571 shares of common stock to Lital Barda, our Chief Financial Officer, 100,000 shares of common stock to Amitay Weiss, a director, and 14,500 shares of common stock to each of Messrs. Arbib, Berenstein, Kalifi and Rosenbloom, members of the board of directors.

On December 28, 2023, in connection with a standby equity purchase agreement with an investor, dated December 22, 2023, we issued 110,554 shares of common stock as commitment shares.

On December 28, 2023, we issued 12,500 shares of common stock to the designee of a law firm for professional services rendered to us by such firm.

On March 18, 2024, we issued 1,286 shares of common stock to a consultant for investor relations services provided to us.

On March 18, 2024, we issued 3,508 shares of common stock to a consultant for services provided to us.

On April 4, 2024, we issued a $1,500,000 promissory note to YA II PN, Ltd. (in exchange for proceeds of $1,455,000, reflecting an original issue discount of 3% to face value. The note was issued pursuant to the terms of a standby equity purchase agreement, dated as of December 22, 2023. The note bears interest at a rate of 8% per annum and matures April 4, 2025. Commencing June 3, 2024 and every 30 days thereafter, the Company is required to pay $150,000, together with accrued and unpaid interest on the then outstanding principal. Said payment can be made either (i) in cash or (ii) by submitting notice of an advance of shares to be issued and sold to the investor or any combination of (i) or (ii) as determined by the Company. The entire remaining principal balance and unpaid interest amount of the note becomes due and payable in full at maturity. The Note sets forth certain events of default, including a breach by the Company of another agreement with the investor, the failure of the securities of the Company to remain listed on the Nasdaq and the failure of the Company to timely file periodic reports with the SEC. Upon the occurrence of an event of default, interest will accrue at a default rate of 18% per annum and the note will become immediately due and payable, together with all costs, legal fees and expenses of collection through the date of full repayment.

On May 8, 2024, we issued ~~30,000~~123 shares of common stock to a consultant for services provided to us pursuant to a consulting agreement, ~~dated~~ dated November 15, 2023.

On July 25, 2024, we issued ~~1,286~~6 shares of common stock to a consultant for services provided to us.

On August 21, 2024, we issued ~~10,000~~41 shares of common stock to a former director for services provided to our subsidiary Save Foods Ltd.

On September 12, 2024, we issued an aggregate of ~~640~~2,~~000~~615 shares of common stock under our Incentive Plan and an aggregate of 14,~~050,000~~287 shares of common stock outside of the Plan in consideration of services provided to the Company by certain consultants and officers, including ~~320~~1,~~000~~307 shares issued to David Palach, the Company’s Chief Executive Officer, and ~~160,000~~654 shares issued to Lital Barda, the Company’s Chief Financial Officer.

On ~~September~~October 231, 2024, we ~~issued~~entered 50into a facility agreement with L.I.A. Pure Capital Ltd.,~~000~~ ~~shares~~or Pure Capital, dated October 1, 2024, as amended on May 27, 2026, or the Facility Agreement, providing for financing of ~~common~~up ~~stock~~to EUR 10,000,000, or the Credit Facility. Pursuant to anthe Facility ~~investor~~Agreement, ~~pursuant~~we issued to Pure Capital a warrant, or the ~~terms~~Facility ofWarrant, with a ~~standby~~five-year ~~equity~~term to purchase ~~agreement~~up to 1,850,000 shares ~~with~~of ~~such~~our ~~investor~~common ~~entered~~stock ~~into~~at onan ~~December~~exercise 23price of $1.00 per share, ~~2023~~exercisable upon issuance.

~~On November 5, 2024, we issued 50,000 shares of common stock to a consultant for services provided to us.~~II-3

On November 5, 2024, we issued 205 shares of common stock to a consultant for services provided to us.

On December 10, 2024, in connection with a private placement we issued an aggregate of 25,511 Units at a purchase price of $58.8 per unit to accredited investors consisting of (i) 25,511 shares of common stock and/or pre-funded warrants (the Pre-Funded Warrants”) which may be purchased and/or issued upon exercise of the Pre-Funded Warrants for no additional consideration, and (ii) five-year warrants to purchase 38,266 shares of common stock at an exercise price of $58.8 per share.

On December 23, 2024, we issued 1,429 shares of common stock to Amitay Weiss, the chairman of the board, and 205 shares of common stock to each of Eli Arbib, Israel Berenstein, Udi Kalifi, Ronen Rosenbloom, Liat Sidi and Asaf Itzhaik, members of the board of directors, under the Incentive Plan.

On May 12, 2025, we issued (i) 1,225 shares of common stock to a consultant for accounting and controller services provided to the Company; (ii) 2,449 shares of common stock to David Palach, our Chief Executive Officer, and (iii) 1,225 shares of common stock to Lital Barda, our Chief Financial Officer, under our 2022 Share Incentive Plan for services provided to us and an aggregate of 13,068 shares of common stock outside of the Plan to ten consultants in consideration of various financial, investor relations and business development services provided to the Company.

On May 13, 2025, as a commitment for YA II PN, Ltd. to enter into a purchase agreement with us on May 12, 2025, we issued 2,758 shares to YA II PN, Ltd., which represents $300,000 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Agreement.

On July 25, 2025, we issued an additional 2,345 shares (or a pre-funded warrant for the same number of shares) to YA II PN, Ltd. in consideration for the execution and delivery of the amendment to the Purchase Agreement, dated May 12, 2025.

On July 31, 2025, we issued an aggregate of 12,246 shares of common stock outside of the Plan to three consultants in consideration of investor relations and business development services provided to the Company, pursuant to consulting agreements, dated July 31, 2025.

On February 25, 2025, we entered into a Securities Purchase and Exchange Agreement (the “MitoCareX Agreement”) with MitoCareX Bio Ltd. (“MitoCareX”), SciSparc Ltd., Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”, together with SciSparc and Alon, the “Sellers”), which contemplated our acquisition from each of the Sellers of their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company (the “Acquisition”). On October 20, 2025, the Acquisition closed and we issued 70,108 shares of common stock to SciSparc, 64,876 shares of common stock to Alon and 32,438 shares of common stock to Ciro

On December 15, 2025, we issued 8,574 shares of common stock pursuant to new consulting agreements to consultants in consideration of various investor relations services provided to us.

On January 8, 2026, we issued 5,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided us.

On February 9, 2026, we issued 45,185 shares of Common Stock to executive officers and director under our Incentive Plan.

On February 20, 2026, we issued 85,716 shares of common stock to consultants in consideration of various investor relations and business development services provided to us.

On June 12, 2026, we entered into a securities purchase agreement for the purchase and sale of 311,876 of shares of common stock. In a concurrent private placement, we also issued to the same investors a total of 311,876 warrants, or the First PIPE Warrants, to purchase up to 311,876 shares of common stock. The First PIPE Warrants were exercisable upon issuance at an exercise price of $4.008 per share, subject to adjustment as set forth therein, and have a 5-year term from the issuance date.

On June 22, 2026, we entered into a securities purchase agreement for the purchase and sale of 410,998 of shares of common stock. In a concurrent private placement, we also issued to the same investors a total of 410,998 warrants, or the Second PIPE Warrants, to purchase up to 410,998 shares of common stock. The Second PIPE Warrants were exercisable upon issuance at an exercise price of $7.056 per share, subject to adjustment as set forth therein, and have a 5-year term from the issuance date.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

II-4

OnItem ~~December 10, 2024, in connection with a private placement we issued an aggregate of 6,250,000 Units at a purchase price of $0~~16.24 ~~per unit~~Exhibits ~~to accredited investors consisting of (i) 6,250,000 shares of common stock~~ and~~/or~~ ~~pre-funded~~Financial ~~warrants~~Statement (the Pre-Funded Warrants”) which may be purchased and/or issued upon exercise of the Pre-Funded Warrants for no additional consideration, and (ii) five-year warrants to purchase 9,375,000 shares of common stock at an exercise price of $0Schedules.~~24 per share.~~

On December 23, 2024, we issued 350,000 shares of common stock to Amitay Weiss, the chairman of the board, and 50,000 shares of common stock to each of Eli Arbib, Israel Berenstein, Udi Kalifi, Ronen Rosenbloom, Liat Sidi and Asaf Itzhaik, members of the board of directors, under the Incentive Plan.

On May 12, 2025, we issued (i) 300,000 shares of common stock to a consultant for accounting and controller services provided to the Company; (ii) 600,000 shares of common stock to David Palach, our Chief Executive Officer, and (iii) 300,000 shares of common stock to Lital Barda, our Chief Financial Officer, under our 2022 Share Incentive Plan for services provided to us and an aggregate of 3,200,000 shares of common stock outside of the Plan to ten consultants in consideration of various financial, investor relations and business development services provided to the Company.

On May 13, 2025, as a commitment for YA II PN, Ltd. to enter into a purchase agreement with us on May 12, 2025, we issued 675,675 shares to YA II PN, Ltd., which represents $300,000 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Agreement.

On July 25, 2025, we issued an additional 574,325 shares (or a pre-funded warrant for the same number of shares) to YA II PN, Ltd. in consideration for the execution and delivery of the amendment to the Purchase Agreement, dated May 12, 2025.

On July 31, 2025, we issued an aggregate of 3,000,000 shares of common stock outside of the Plan to three consultants in consideration of investor relations and business development services provided to the Company, pursuant to consulting agreements, dated July 31, 2025.

The issuances of the shares described above were exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under the Securities Act, as transactions by an issuer not involving any public offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

Exhibit No.		Exhibit Description
3.1.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019).
3.1.2		Certificate of Amendment of the Certificate of Incorporation, effective as of June 12, 2019 (incorporated by reference to Exhibit 3.3 to our Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on December 11, 2019).
3.1.3		Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., effective as of November 24, 2020 (incorporated by reference to Exhibit 3.1.3 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
3.1.4		Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., dated February 23, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2021).
3.1.5		Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of March 16, 2021 (incorporated by reference to Exhibit 3.1.1 to our Registration Statement on Form S-3 filed with the SEC on July 15, 2022).
3.1.6		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of October 5, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 5, 2023).
3.1.7		Articles of Incorporation of Save Foods, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023).
3.1.8		Certificate of Amendment to Articles of Incorporation of Save Foods, Inc., effective as of March 15, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on March 19, 2024).
3.2.1		Amended and Restated Bylaws. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 24, 2022).
3.2.2		Bylaws, adopted November 3, 2023 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on November 9, 2023).
3.2.3		Amended and Restated Bylaws, adopted November 11, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Sec on November 12, 2024)
3.3.1		Certificate of Merger filed with the Secretary of State of the State of Delaware, dated November 6, 2023 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on November 9, 2023).
3.3.2		Articles of Merger filed with the Secretary of State of the State of Nevada, dated November 6, 2023 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on November 9, 2023).

The exhibits to the registration statement are listed in the Exhibit Index to this registration statement and are incorporated herein by reference.

(b) Financial Statement Schedules.

All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

Exhibit Index

Exhibit Number		Description of Document
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019)
3.2		Certificate of Amendment of the Certificate of Incorporation, effective as of June 12, 2019 (incorporated by reference to Exhibit 3.3 to our Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on December 11, 2019)
3.3		Certificate of Amendment of the Certificate of Incorporation, effective as of November 24, 2020 (incorporated by reference to Exhibit 3.1.3 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
3.4		Certificate of Amendment of the Certificate of Incorporation, dated February 23, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2021)
3.5		Amended and Restated Certificate of Incorporation, effective as of March 16, 2021 (incorporated by reference to Exhibit 3.1.1 to our Registration Statement on Form S-3 filed with the SEC on July 15, 2022)
3.6		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of October 5, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 5, 2023)
3.7		Articles of Incorporation, dated November 3, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)
3.8		Certificate of Amendment to Articles of Incorporation, effective as of March 15, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on March 19, 2024)
3.9		Certificate of Amendment to the Amended and Restated Articles of Incorporation, effective as of September 3, 2025 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on September 9, 2025)
3.10		Certificate of Amendment to the Amended and Restated Articles of Incorporation, effective as of January 27, 2026 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2026)
3.11		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, effective as of April 7, 2026. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on April 6, 2026)
3.12		Amended and Restated Bylaws. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 24, 2022)
3.13		Bylaws, adopted November 3, 2023 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)
3.14		Amended and Restated Bylaws, adopted November 11, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Sec on November 12, 2024)
3.15		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Sec on April 6, 2026)
4.1		Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 to our Annual Report Form 10-K filed with the SEC on April 1, 2024).
4.2		Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023)

II-5

4.1		Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2023).
4.3		CDN $1,500,000 Debenture, dated April 4, 2023, incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed with the SEC on April 6, 2023)
4.2		Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023).
4.4		Promissory Note issued by the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 2, 2023)
4.3		CDN $1,500,000 Debenture, dated April 4, 2023, incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed with the SEC on April 6, 2023).
4.5		Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023)
4.4		Promissory Note issued by the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 2, 2023).
5.1*		Opinion of Greenberg Traurig, P.A.
4.5		Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023).
10.1+		2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019)
4.6		$1,500.000 Promissory Note issued to YA II PN, Ltd., dated April 4, 2024 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 16, 2024.
10.2+		Services Agreement, dated October 10, 2018, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.4 our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
4.7		Form of Common Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024).
10.3+		Services Agreement, dated January 15, 2019, by and between Pimi Agro Cleantech Ltd. and NSNC Consulting Ltd. (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
4.8		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on December 10, 2024)
10.4+		Addendum No. 1 to Services Agreement, dated March 28, 2019, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
4.9		Form of Common Warrant, as amended (incorporated by reference to Exhibit 4.1.1 to our Current Report on Form 8-K filed with the SEC on December 12, 2024).
10.5		Non-Exclusive Commission Agreement, dated September 22, 2020, by and among Save Foods, Inc. and Earthbound Technologies, LLC (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
4.10		Form of $1,500,000 Promissory Note to be issued by the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on May 13, 2025).
10.6		Distribution Agreement, dated September 22, 2020, by and among Save Foods Ltd. and Safe-Pack Products Ltd. (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
5.1*		Consent of The Crone Law Group, P.C. (incorporated by reference to Exhibit 5.1 to our registration statement on Form S-1 filed with the SEC on January 17, 2025)
10.7		Securities Purchase Agreement, dated September 23, 2020, by and among Save Foods, Inc. and Medigus Ltd. (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
10.1+		2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019).
10.8+		Consulting Agreement, dated November 6, 2020, by and between Save Foods, Inc. and S.T. Sporting (1996) Ltd. (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)
10.2+		Services Agreement, dated October 10, 2018, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.4 our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.9		Underwriting Agreement, between ThinkEquity LLC, a division of Fordham Financial Management, Inc., as representative of the several underwriters, and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on August 18, 2022)
10.3+		Services Agreement, dated January 15, 2019, by and between Pimi Agro Cleantech Ltd. and NSNC Consulting Ltd. (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.11+		The Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 30, 2022)
10.4+		Addendum No. 1 to Services Agreement, dated March 28, 2019, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.12		Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd., dated July 11, 2023 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2023)
10.5		Non-Exclusive Commission Agreement, dated September 22, 2020, by and among Save Foods, Inc. and Earthbound Technologies, LLC (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.13		First Amendment to Stock Exchange Agreement, dated July 24, 2023, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023)
10.6		Distribution Agreement, dated September 22, 2020, by and among Save Foods Ltd. and Safe-Pack Products Ltd. (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.14		Standby Equity Purchase Agreement, dated July 23, 2023, by and between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023)
10.7		Securities Purchase Agreement, dated September 23, 2020, by and among Save Foods, Inc. and Medigus Ltd. (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.15		Securities Exchange Agreement, dated March 31, 2023, between Plantify Foods, Inc. and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Save Foods with the SEC on April 6, 2023)
10.8+		Consulting Agreement, dated November 6, 2020, by and between Save Foods, Inc. and S.T. Sporting (1996) Ltd. (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021).
10.16		Second Amendment to Stock Exchange Agreement, dated August 13, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on August 16, 2023)
10.9		Underwriting Agreement, between ThinkEquity LLC, a division of Fordham Financial Management, Inc., as representative of the several underwriters, and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on August 18, 2022).
10.17		Agreement of Merger between Save Foods, Inc., a Delaware corporation and Save Foods, Inc., a Nevada corporation, dated November 6, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)
10.11+		The Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 30, 2022).
10.18		Standby Equity Purchase Agreement, dated December 22, 2023, between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023)
10.12		Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd., dated July 11, 2023 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2023).
10.13		First Amendment to Stock Exchange Agreement, dated July 24, 2023, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023).

II-6

10.14		Standby Equity Purchase Agreement, dated July 23, 2023, by and between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023).
10.15		Securities Exchange Agreement, dated March 31, 2023, between Plantify Foods, Inc. and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Save Foods with the SEC on April 6, 2023).
10.16		Second Amendment to Stock Exchange Agreement, dated August 13, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on August 16, 2023).
10.17		Agreement of Merger between Save Foods, Inc., a Delaware corporation and Save Foods, Inc., a Nevada corporation, dated November 6, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023).
10.18		Standby Equity Purchase Agreement, dated December 22, 2023, between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023).
10.19		First Amendment to Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024).
10.20		Facility Agreement, dated October 1, 2024, between L.I.A. Pure Capital Ltd. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 2, 2024).
10.21		Warrant, dated October 1, 2024 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 2, 2024).
10.22		Debt Settlement Agreement, dated November 15, 2024, between Plantify Foods, Inc. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 18, 2024).
10.23		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024).
10.24		Form of Registration Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 10, 2024).
10.25		Waiver Agreement, between the Company and L.I.A. Pure Capital Ltd., dated December 5, 2024 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on December 10, 2024).
10.26		Loan Agreement dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2024).,
10.27		Shareholders Agreement, dated February 10, 2025, among the Company, Solterra Brand Services Italy SRL and SB Impact 4 Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on February 28, 2025).
10.28		Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on February 26, 2025).
10.29		Loan Agreement, dated March 12, 2025, among the Company, MitoCareX ~~Bilo~~Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 17, 2025).,
10.30		Share Purchase Agreement, dated April 9, 2025, ~~among~~between the Company, NTWO OFF Ltd. and Yaaran Investments Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on April 10, 2025).
10.31		~~Amendment to Securities~~ Purchase Agreement, dated ~~March~~as 19of May 12, 2025, between the Company and ~~L.I.A.~~the ~~Pure~~YA ~~Capital~~II ~~Ltd.~~PN, ~~Capitalink~~ Ltd., ~~and Amir Uziel Economic Consultant Ltd.~~(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on ~~March~~May 2013, 2025).
10.32		First Amendment to Securities Purchase and Exchange Agreement, dated ~~May~~February 1825, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, dated May 18, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025).
10.33		Loan Agreement, dated May 22, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025).
10.34		Amendment to Loan Agreement, dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.AI.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025).
10.35		Amendment to Loan Agreement, dated March 12, 2025, among the Company, MitoCareX Bio Ltd. and L.AI.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025).
10.36		Second Amendment to the Securities Purchase and Exchange Agreement, dated July 23, 2025 ((incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on July 24, 2025).
10.37		First Amendment to ~~the~~ Purchase Agreement, dated as of ~~July~~May 2512, 2025, between ~~N2Off,~~the ~~Inc.~~Company and the YA II PN, Ltd., dated July 25, 2025 ((incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on July 28, 2025).
21		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024).
10.38		Promissory Note, dated as of August 12, 2025, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on August 14, 2025).
23.1*		Consent of Somekh Chaikin, a member firm of KPMG International.
23.2		Consent of The Crone Law Group, P.C. (included in Exhibit 5.1).
24*		Power of Attorney (included on signature page to the registration statement).
107*		Calculation of Registration Fee.
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

* Filed herewith

+ Management contract or compensatory plan or arrangement

(b) Financial Statement Schedules

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is included in the consolidated financial statements or related notes.

II-7

ITEM 17. UNDERTAKINGS

10.39		Loan Agreement, dated August 17, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd., (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on August 18, 2025).
10.40		Addendum 2 to Loan and Partnership Agreement, dated as of September 8, 2025, between N2OFF, Inc. and Solterra Renewable Energy Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on September 9, 2025).
10.41		Securities Exchange Agreement, dated January 13, 2026, among the Company, Save Foods Ltd. and Voice Assist, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on January 13, 2026).
10.42

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