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What changed in N2OFF, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of N2OFF, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+364 added−339 removedSource: 10-K (2025-03-31) vs 10-K (2024-04-01)

Top changes in N2OFF, Inc.'s 2024 10-K

364 paragraphs added · 339 removed · 195 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

80 edited+62 added−42 removed175 unchanged
Biggest changePost-Harvest, Inc., (United States), Pace International, (United States), Xeda International (France), John Bean Technologies (United States) and Agrofresh (United States). 20 Brazil Brazil ranks third globally in fruit production and exported more than 1 million tons of fruit during 2023 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.
Biggest changeAccording 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.
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 Issued Pending 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-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.
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 recent 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.
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.
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.
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; 8 ● 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.
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.
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. 5 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.
According to the International Climate Initiative- more plants will be equipped with climate change mitigation technology. Environmental and anthropic factors affecting N₂O emission from agricultural soils are soil pH levels, application of crop residues, soil micro-organisms, and other soil characteristics. Currently, there are different approaches to reducing N₂O.
According to the International Climate Initiative- more plants will be equipped with climate change mitigation technology. 22 Environmental and anthropic factors affecting N₂O emission from agricultural soils are soil pH levels, application of crop residues, soil micro-organisms, and other soil characteristics. Currently, there are different approaches to reducing N₂O.
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”).
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. 19 On July 31, 2020, we submitted an “Application for Registration of Adjuvant” for SavePROTECT to the California Department of Pesticide Regulation (the “CDPR”).
On the other hand, since about 40% of the N₂O entering the atmosphere is the result of human activity, controlling N₂O is pivotal to the global efforts towards curbing greenhouse gas emissions. 5 The vast majority of man-made N₂O emissions are believed to come from agricultural soil management.
On the other hand, since about 40% of the N₂O entering the atmosphere is the result of human activity, controlling N₂O is pivotal to the global efforts towards curbing greenhouse gas emissions. The vast majority of man-made N₂O emissions are believed to come from agricultural soil management.
No. 86381-2), 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.
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.
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. 26 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.
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. 21 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.
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. 25 On January 22, 2022, we received an approval from Peru’s Ministry of Agricultural Development and Irrigation to sell our products in Peru.
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. 20 On January 22, 2022, we received an approval from Peru’s Ministry of Agricultural Development and Irrigation to sell our products in Peru.
This type of collaboration could allow them to continue selling their product. 18 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.
This type of collaboration could allow them to continue selling their product. 15 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.
According to a recent 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.
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.
Our solutions have already shown their benefits in reducing significantly the residues of imazalil while maintaining the produce shelf life. 9 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.
Our solutions have already shown their benefits in reducing significantly the residues of imazalil while maintaining the produce shelf life. 6 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.
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 be sure 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.
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.
Three of these isolates- all carrying the N₂O reductase-encoding clade I nosZ, demonstrated different abilities to reduce N₂O and efficient colonizers of wheat roots- when growing in the root zone, possibly due to the different conditions in situ and their metabolic preferences. 6 Study results demonstrated that usage of such novel bacteria reduces emission of N₂O as seen in chart below.
Three of these isolates- all carrying the N₂O reductase-encoding clade I nosZ, demonstrated different abilities to reduce N₂O and efficient colonizers of wheat roots- when growing in the root zone, possibly due to the different conditions in situ and their metabolic preferences. 23 Study results demonstrated that usage of such novel bacteria reduces emission of N₂O as seen in chart below.
Over the course of the last two 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.
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.
Therefore, during 2023, 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.
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.
While consumers in the United States are more focused on growing leafy greens and microgreens than any other vegetables. 15 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.
While consumers in the United States are more focused on growing leafy greens and microgreens than any other vegetables. 12 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.
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. 17 Our Strategy In September 2018, we changed our organizational structure and management team.
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. 14 Our Strategy In September 2018, we changed our organizational structure and management team.
To maximize our efforts, we have decided to focus during 2024 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.
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.
United States The first market we target 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.
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.
Our focus and expertise in the development of green products for the agritech 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.
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.
Over the last three years, we have treated more than 200,000 tons of citrus fruit with different version of our SavePROTECT product. Under the supervision of a world leading packing house to the citrus fruit industry, we evidenced our solutions’ utility as having a good safety profile, ensuring food safety and controlling microbial spoilage.
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.
As of December 31, 2023, we fully commercialized our solution with respect to easy peelers, lime, bell peppers, dates, pears and avocado in Israel, Mexico 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.
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.
On February 5, 2024, we received the confirmation from our partners in Brazil, that Save Foods products are cleared and could 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.
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.
The economic burden of foodborne illness has been estimated to be as high as $90 billion annually. 7 When considering the farm-to-fork chain, microbial contamination of fresh produce can occur at multiple steps.
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.
In addition, ten patent applications are pending. 21 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).
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).
Our Strategy and Study Results In December 2023 we announced that our majority-owned subsidiary, NTWO OFF Ltd. (“NTWO OFF”), a research and development company using technologies developed at the Volcani Institute, under the leadership of Dr. Dror Minz, commenced a controlled trial to examine its solution for the reduction of greenhouse gas emissions, with a specific focus on nitrous oxide.
Our Strategy and Study Results In December 2023 our majority-owned subsidiary, NTWO OFF, a research and development company using technologies developed at the Volcani Institute, under the leadership of Dr. Dror Minz, commenced a controlled trial to examine its solution for the reduction of greenhouse gas emissions, with a specific focus on nitrous oxide.
(a family of fungi) was also reduced on fruit inoculated with G. candidum , fungus that is a member of the human microbiome. 16 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.
(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.
(“Save Foods Israel”) Industry Overview and Market Opportunity Background The world’s population is expected to grow to almost 10 billion people by 2050, boosting agricultural demand by some 50%, according to the Food and Agriculture Organization, an agency of the United Nations (“FAO”).
Industry Overview and Market Opportunity 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”).
Our plan is to focus first on key countries and regions with the largest markets for our crops, including Mexico, Israel, Turkey, Egypt, key markets in the United States such as California and Brazil.
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.
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 22 Sterilization Compositions and Methods for Use Thereof This patent is related to compositions and methods for reducing pathogen load within a container or on a surface, including the surface of an edible plant matter, and for disinfection of cooling systems.
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.
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 March 29, 2024, Save Foods Ltd. owned twelve issued patents.
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 M arch 31, 2025, Save Foods Ltd. owned thirteen issued patents.
According to the 2023 Organic Food Global Market Report, the organic food market is expected to grow from $512.01 billion in 2027 at a CAGR of 14.8% 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.
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.
With approximately 48 million people in the United States (one in six) getting sick, 128,000 hospitalized, and 3,000 die each year from foodborne diseases, according to recent data published by the FDA, and 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.
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 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.
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. 11 Commercialization Stage The table below summarizes our commercialization efforts and activities as of December 31, 2024.
Easy peeler Lime Avocado Bell pepper Lemon Dates Pears California, USA v Israel v v v v v v Mexico v Turkey v v Sanitizer – SF3HS or SF3H Post-harvest sanitizers are considered a pesticide and regulated by the EPA in the United States.
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.
We have conducted pilots since 2022 in Peru, mainly on avocado, with a large multinational packer of avocado. Following these successful pilots, such packer started a small-scale commercial pilot with our solution on avocado during the first half of 2024 with the goal of advancing to full commercial application for 2025.
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.
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.
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.
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 against the registration of our Patent No. 11825901.9, which is scheduled for a court hearing in November 2024.
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.
These patents were granted in Israel, the United States, South Africa, and Europe and expire between 2031 and 2041.
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.
(“NTWO OFF”), formed in August 2023, which offers a pioneering solution to mitigate N₂O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide.
(“NTWO OFF”), incorporated in August 2023 under the name Nitrousink Ltd, offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide.
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.
Effective November 10, 2023, we merged with and into our wholly-owned Nevada subsidiary for the purpose of reincorporating in the State of Nevada.
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. 11 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.
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.
The post-harvest treatment market for fruits and vegetables, which, according to a post-harvest treatment market analysis by Reports and Data, is projected to grow from $1.5 billion in 2019 to $2.3 billion by 2026, growing at a CAGR of 6.5% during the forecast period, is led globally by select companies, including DECCO U.S.
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.
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 of their pear’s variety. Following the successful season, the packing houses are considering applying Save Foods’ solution to all their pears by the end of the first half of 2024.
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.
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 $1.1 billion by 2025.
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. 4 Food Safety and Food Loss Food Safety We believe foodborne diseases are a significant public health concern globally.
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.
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 addition, to shorten the length of our pilots, we now aim to target fresh produce with a comparatively shorter shelf life, including various berries.
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.
Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide.
Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide. 3 ● Solterra Renewable Energy Ltd. - Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”), operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects.
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. 24 Based on the intended use and claims for SavePROTECT, our product was registered with CDPR on October 27, 2021 as an adjuvant.
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.
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.
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. 16 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.
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 Following these results, a larger commercial application was performed during August 2023 to evaluate our solution on mango at the end of the season.
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 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.
Following this successful commercial pilot, Milopri fully adopted and implemented our solutions in August 2022. 9 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.
(Belgium) : Similar to Evonik Industries, Solvay is a heavily diversified multinational chemical conglomerate. During the fiscal year 2022, Solvay had approximately €13.4 billion in net sales, spread across the breadth of their product lines.
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.
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.
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 Ltd. - NTWO OFF Ltd.
Source: Dr. Mintz, Volacni Institute Our aim is to establish relationships with commercial entities that could benefit from NTWO OFF’s potential solution, in hopes of effectively reducing N₂O greenhouse gas emissions associated with agricultural activities. Save Foods Ltd.
Source: Dr. Mintz, Volcani Institute Our aim is to establish relationships with commercial entities that could benefit from NTWO OFF’s potential solution, in hopes of effectively reducing N₂O greenhouse gas emissions associated with agricultural activities. As part of this effort, we are exploring the commercial feasibility of the technology, including identifying potential companies for future adoption.
The citrus season that began at the end of October was impacted by the war between Israel and Hamas, which in turn limited our ability to conduct pilots at packinghouses in Israel during that season. 13 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).
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).
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. 8 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.
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.
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. We submitted the pre-harvest regulatory dossier on January 2023 in the US.
This in turn reduces costs and facilitates implementation. 13 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.
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. The table below summarizes the market opportunities for selected produce in our target markets.
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.
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.
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. 10 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.
Accordingly, products must also be registered in the states in which they are distributed prior to any sale. Employees As of March 29, 2024, we (together with our wholly owned subsidiary, Save Foods Ltd.) have two full-time employees and one part-time employee. Our executive officers, David Palach and Lital Barda, are responsible for the day-to-day operations of our company.
Employees As of March 31 , 2025, we (together with our wholly owned subsidiary, Save Foods Ltd. and NTWO OFF Ltd.) have three full-time employees and two part time employees. Our executive officers, David Palach and Lital Barda, are responsible for the day-to-day operations of our company. 28
Post-harvest diseases have been identified as the greatest cause of post-harvest losses in fruits and vegetables, causing significant economic losses.
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.
The global organic food market grew from $259.06 billion in 2022 to $294.54 billion in 2023 at a CAGR of 13.7%.
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%.
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.
Hundreds of diseases are caused by eating contaminated food. Many diseases are spread through unwashed or untreated produce.
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 45% of harvested fruit and vegetables are lost globally.
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.
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 ReFED, a not-for-profit organization concerned with food loss and waste, in its report “Retail Food Waste Action Guide” more than eight million tons of food are wasted every year in the United States in the retail sector alone, which translates into $18 billion in lost value (cost of waste) every year.
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.
We believe that reduction of food waste, extension of the shelf life of fresh produce and reduction of the use of pesticides are still the main focus of the industry and many companies are addressing these objectives, including: 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 EPA requires that every chemical, regardless of percentage, in a Safer Choice-certified product is evaluated and allows only the safest ingredients. 7 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.
Our common stock is listed on the Nasdaq Capital Market under the symbol “NITO”. Industry Overview and Market Opportunity NTWO OFF Ltd. Background Nitrous oxide (dinitrogen oxide or dinitrogen monoxide), commonly known as laughing gas, is a chemical compound, an oxide of nitrogen with the formula N₂O. N₂O emissions from all sources, including agriculture, are measured in the atmosphere.
Accordingly, products must also be registered in the states in which they are distributed prior to any sale. NTWO OFF Ltd. Background Nitrous oxide (dinitrogen oxide or dinitrogen monoxide), commonly known as laughing gas, is a chemical compound, an oxide of nitrogen with the formula N₂O. N₂O emissions from all sources, including agriculture, are measured in the atmosphere.
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.
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.
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. We currently expect the registration of the product in the U.S. by the end of 2024.
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 .
For additional information, see “ Legal Proceedings ”. 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.
Accordingly, European Patent No. 11825901.9 is maintained with claims covering a method of protecting edible matter using a specific performic acid composition. 17 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 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. During 2023, further pilots were limited due to extreme weather conditions in Peru and local challenges in South Africa.
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.
On April 11, 2016, we changed our name from Pimi Agro Cleantech, Inc. to Save Foods, Inc.
Item 1. Business Company Overview We were incorporated in the State of Delaware on April 1, 2009 under the name Pimi Agro Cleantech, Inc. On April 11, 2016, we changed our name from Pimi Agro Cleantech, Inc. to Save Foods, Inc. and on March 19, 2024 we changed our name to N2OFF, Inc.
Based on these variables, we believe that we compete favorably when compared with the global competition in this market.
Based on these variables, we believe that we compete favorably when compared with the global competition in this market. 18 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.
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 4.8 billion Euro in sales in 2022; and ● Solvay S.A.
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.
We operate through our two majority-owned Israeli subsidiaries, Save Foods Ltd., which focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life, and NTWO OFF Ltd., formerly known as Nitrousink Ltd.
We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s 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.
We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss.
(“Save Foods Israel”)- Save Foods Ltd. develops and markets eco-friendly “green” solutions for the food industry. Our solutions aim to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we cannot satisfy these requirements, Nasdaq could delist our securities. ● 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. ● 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. ● We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders. ● 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. ● We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products. ● FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our common stock. ● It is not possible to predict the actual number of shares we will sell under our agreement with the Investor, or the actual gross proceeds resulting from those sales. ● Investors who buy shares at different times will likely pay different prices. ● We completed a reverse stock split on October 5, 2023, in an effort to regain compliance with Nasdaq listing rules and we cannot predict the effect that such reverse stock split will have on the market price of our common stock. ● Political, economic and military instability in Israel may impede our ability to operate and harm our financial results. ● It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel. 29 Risks Related to Our Financial Condition and Capital Requirements We have a history of operating losses and expect to incur additional losses in the future.
Biggest changeIf NTWO OFF is unable to obtain or renew such permits it will adversely impact our operations. ● NTWO OFF is an early-stage company and we can provide no assurance of the successful and timely development of its products ● 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 Capital Market 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. 30 ● 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.
Such risks include, but are not limited to, the following: ● 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; 30 ● 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.
Such risks include, but are not limited to, the following: ● 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.
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; 45 ● 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.
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; 48 ● 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.
The degree of market acceptance of our products will depend on a number of factors, including: ● the results of our large-scale pilots; 31 ● the cost, safety, efficacy, and convenience of our new generation products; ● the acceptance of our products as a superior solution in the fresh produce industry; ● the ability of third parties to enter into relationships with us without violating their existing agreements; ● the effectiveness of our selling and marketing efforts; ● the strength of marketing and distribution support for, and timing of market introduction of, competing products; and ● publicity concerning our products or competing products.
The degree of market acceptance of our products will depend on a number of factors, including: ● the 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 fresh produce industry; ● the ability of third parties to enter into relationships with us without violating their existing agreements; ● the effectiveness of our selling and marketing efforts; ● the strength of marketing and distribution support for, and timing of market introduction of, competing products; and ● publicity concerning our products or competing products.
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.
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. 51 Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.
Furthermore, as part of its nitrous oxide business activities, NTWO OFF is at risk of contamination or injury to its employees, third parties or customers, by storing, transporting, handling and using such materials. 41 Should NTWO OFF become liable for any of the environmental risks described above, it could be liable for damages caused such as injuries, environmental contamination etc.
Furthermore, as part of its nitrous oxide business activities, NTWO OFF is at risk of contamination or injury to its employees, third parties or customers, by storing, transporting, handling and using such materials. Should NTWO OFF become liable for any of the environmental risks described above, it could be liable for damages caused such as injuries, environmental contamination etc.
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. 34 Our products are highly regulated by governmental agencies in the countries where we conduct business and in countries in which we plan to expand.
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 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. 37 Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.
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.
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.
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. 33 There can be no assurance that any product that we bring to the market will gain market acceptance by prospective customers.
NTWO OFF’s insurance policies may not be sufficient to cover the costs of such claims. NTWO OFF requires certain permits to operate its nitrous oxide business. If NTWO OFF is unable to obtain or renew such permits it will adversely impact our operations. NTWO OFF’s nitrous oxide business requires permits to operate.
NTWO OFF’s insurance policies may not be sufficient to cover the costs of such claims. 45 NTWO OFF requires certain permits to operate its nitrous oxide business. If NTWO OFF is unable to obtain or renew such permits it will adversely impact our operations. NTWO OFF’s nitrous oxide business requires permits to operate.
Such ESG matters may also impact third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations. Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations.
Such ESG matters may also impact third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations. 38 Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations.
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 is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables.
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. 34 Our success is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables.
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. 40 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.
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. 42 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.
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. 49 The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.
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. 52 The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.
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. 38 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.
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. 40 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.
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. 39 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.
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. 41 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.
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 facing increasing scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants, and other stakeholder groups.
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.
Our success is dependent upon our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, South Africa, Brazil, and Israel, which might take longer than expected. We are subject to extensive national, state and local government regulation.
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. We are subject to extensive national, state and local government regulation.
Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this 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.
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.
From 2019 to 2020, we developed, validated and tested the efficacy of our next generation product - a blend of food acids - on a variety of crops in both small- and large-scale commercial pilots. In 2021, we commenced commercialization in various jurisdictions, while continuing to conduct commercial pilots.
From 2019 to 2020, we developed, validated and tested the efficacy of our next generation product - a blend of food acids - on a variety of crops in both small- and large-scale commercial pilots. In the years 2021 through 2022, we commenced commercialization in various jurisdictions, while continuing to conduct commercial pilots.
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.
Risks Related to Our Business, Industry and Business Operations 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.
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 increased focus, public reporting regarding ESG practices is becoming more broadly expected.
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.
Risks Related to Our Business, Industry and Business Operations Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan. In September 2018, we changed our organizational structure and management team.
Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan. In September 2018, we changed our organizational structure and management team.
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; 46 ● 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.
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. 49 These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company.
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. We additionally work with a producer in South Africa.
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.
The integration of NTWO OFF, which incorporation was completed in August 2023, is still in progress and, as of the date of this Annual Report, we cannot assure that such process will be completed without encountering difficulties.
The integration of NTWO OFF, which was incorporated in August 2023, is still in progress and, we cannot assure that such process will be completed without encountering difficulties.
We have sustained losses in recent years, which as of December 31, 2023, accumulated to $29,360,235. We are likely to continue to incur significant net losses for at least the next several years as we continue to pursue our strategy, which is currently focused on converting pilots into paying customers, following lengthy sale cycles of at least two seasons.
We are likely to continue to incur significant net losses for at least the next several years as we continue to pursue our strategy, which is currently focused on converting pilots into paying customers, following lengthy sale cycles of at least two seasons.
item 1a. risk factors Summary Risk Factors Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business. These risks include, but are not limited to, those listed below.
item 1a. risk factors Summary Risk Factors Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business.
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.
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. 36 Products that are already approved may be subject to periodic review by regulatory authorities in many countries.
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.
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. 39 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.
Any acquisition may involve many risks, including the risks of: ● diverting management’s attention and other resources from our ongoing business concerns; ● entering markets in which we have no director prior experience; ● improperly evaluating new services, products and markets; ● being unable to maintain uniform standards, controls, procedures and policies; ● 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.
Any acquisition may involve many risks, including the risks of: ● diverting management’s attention and other resources from our ongoing business concerns; ● entering markets in which we have no prior experience; ● improperly evaluating new services, products and markets; ● being unable to maintain uniform standards, controls, procedures and policies; ● 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. 31 If we are unable to successfully complete the MitoCareX acquisition, or future acquisitions or to effectively integrate NTWO OFF or future acquisitions, our ability to grow our business or to operate our business effectively could be reduced, and our business, financial condition and operating results could suffer.
This list is not complete, and should be read together with the section titled “ Detailed Risk Factors ” below: ● We have 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. ● Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan. ● We may not be able to successfully operate our business or execute our business plan. ● Our customers require that our products undergo a lengthy pilot period without any assurance of sales. ● Our products and technology require additional trials, which could prolong the sales cycle. ● The commercial success of our new generation products, as well as any future products, depends upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries. ● Conditions in Israel, including the effect of recent attacks by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, on our operations and ability to manage and market our products, among other things, the direct effects of the war on the agriculture in Israel, which could indirectly lead to a decrease in revenues. ● 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 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 into which we plan to expand.
These risks include, but are not limited to, those listed below. ● We have 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 pilot 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, depends 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 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.
For example, both the failure to convince retailers to bear additional costs for “green” fruit and vegetables as well as the failure to persuade consumers to purchase “green” fruits and vegetables for higher prices may adversely affect our business, financial condition, operating results and cash flow going forward. 32 We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products.
For example, both the failure to convince retailers to bear additional costs for “green” fruit and vegetables as well as the failure to persuade consumers to purchase “green” fruits and vegetables for higher prices may adversely affect our business, financial condition, operating results and cash flow going forward.
We are unable to predict the effect that sales may have on the prevailing market price of our common stock. 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.
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 future business success will depend upon our ability to maintain and enhance our technological capabilities and develop and market products, services and applications that meet changing customer needs and market conditions in a cost-effective and timely manner.
We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products. Our future business success will depend upon our ability to maintain and enhance our technological capabilities and develop and market products, services and applications that meet changing customer needs and market conditions in a cost-effective and timely manner.
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 severely limited.
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.
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.
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. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates.
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.
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. 50 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.
The renewal period and processes vary by country and may require additional studies to support the renewal process. Failure to comply could result in cancellation of the registration, resulting in an impact on sales.
Existing registrations may be lost at any time, resulting in an immediate impact on sales. Furthermore, prior to expiration, it is necessary to renew registrations. The renewal period and processes vary by country and may require additional studies to support the renewal process. Failure to comply could result in cancellation of the registration, resulting in an impact on sales.
Accordingly, the total market capitalization of our common stock following the reverse stock split could be lower than the total market capitalization before the reverse stock split. 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.
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.
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.
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. 37 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.
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. 48 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.
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.
If we are unable to successfully complete our future acquisitions or to effectively integrate NTWO OFF or future acquisitions, our ability to grow our business or to operate our business effectively could be reduced, and our business, financial condition and operating results could suffer.
If we are unable to successfully manage and integrate our joint ventures, our ability to grow our business or operate effectively could be compromised, potentially impacting our business, financial condition, and operating results.
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. 33 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, Columbia, the United States, South Africa, the Philippines, Thailand, Turkey, Egypt, Morocco, Spain, Italy, Brazil and Israel , or may be unable to do so on terms that are favorable to us.
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.
Moreover, this could result in increased management time and attention to ensure we are compliant with the regulations and expectations. Our failure to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.
Our failure to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention.
Products that are already approved may be subject to periodic review by regulatory authorities in many countries. Such reviews frequently require the provision of new data and more complex risk assessments. The outcome of such reviews of existing registrations cannot be guaranteed and registrations may be modified or canceled.
Such reviews frequently require the provision of new data and more complex risk assessments. The outcome of such reviews of existing registrations cannot be guaranteed and registrations may be modified or canceled. Since all government regulatory authorities have the right to review existing registrations at any time, the sustainability of the existing portfolio cannot be guaranteed.
Our sales may deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products. 35 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.
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 operations are subject to significant hazards and risks inherent to the transportation of the active ingredient of one of our products - hydrogen peroxide.
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. 44 Risks Related to Ownership of Our Common Stock We completed a reverse stock split on October 5, 2023, in an effort to regain compliance with Nasdaq listing rules and we cannot predict the effect that such reverse stock split will have on the market price of our common stock.
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. 47 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.
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.
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 H 2 O 2 it will react violently.
Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operation. ● 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 the intellectual property used in our products, our ability to compete will be harmed. 28 ● If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete will 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. ● We may not satisfy Nasdaq’s requirements for continued listing.
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, 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 operation. ● Increased attention to environmental, social, and governance 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. 29 ● 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 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 the intellectual property used in our products, our ability to compete will be harmed. ● If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete will 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. ● Our investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments. ● Climate-related risks may adversely affect Solterra’s business and our joint venture value. ● 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 ● If NTWO OFF becomes subject to environmental-related claims, it could incur significant cost and time to comply. ● NTWO OFF requires certain permits to operate its nitrous oxide business.
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.
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.
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.
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 could result in increased management time and attention to ensure we are compliant with the regulations and expectations.
Such increased scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations.
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.
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. Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results.
Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results.
Foreign Corrupt Practices Act, as amended (the “FCPA”) its books and records, or its anti-bribery provisions. 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.
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.
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. Other than our headquarters and other operations which are located in Israel (as further described below), we currently have limited international operations.
Other than our headquarters and other operations which are located in Israel (as further described below), we currently have limited international operations.
We do not have backlogs or firm commitments from our customers for our products.
We do not have backlogs or firm commitments from our customers for our products. Our sales may deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products.
To the extent that any of these negative developments do occur, they may have an adverse effect on our business, our results of operations and our ability to raise additional funds, if deemed necessary by our management and board of directors.
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.
The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.
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.
Risks Related to Our Operations in Israel Conditions in Israel, including the recent attack by Hamas and other terrorist organization from the Gaza Strip and Israel’s war against them, may adversely affect our operations and limit our ability to manage and market our products, among other things the direct effects of the war on the agriculture in Israel, which could indirectly lead to a decrease in revenues.
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 working with limited low concentration of the material, however in high concentrations of H 2 O 2 it will react violently. Hydrogen peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible substances.
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.
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.
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.
In 2022, we extended our commercial pilots in additional locations in the Northern and Southern hemispheres to address the seasonal effect. Given our limited operating history, it is hard to evaluate our proposed business and prospects. Our proposed business operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises.
Our proposed business operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises.
Our commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.
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.
On April 25, 2023, we received a deficiency letter from Nasdaq notifying us that for the last 30 consecutive business days the bid price for our common stock had closed below the Minimum Bid Price requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) and that we had until October 22, 2023, to regain compliance with the Bid Price Rule.
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.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and other hostile non-state actors.
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.
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.
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.
Because most of our operations are conducted in Israel and all members of our board of directors, management, as well as a majority of our employees and consultants, including employees of our service providers, are located in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel.
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.
In some cases, such proceedings, if initiated, may conclude in a requirement to divest portions of the acquired business. As of the date of this Annual Report, we are not aware of any pending proceedings as such in connection with the acquisition of NTWO OFF.
In some cases, such proceedings, if initiated, may conclude in a requirement to divest portions of the acquired business. 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.
Removed
Our success is dependent upon our ability to achieve regulatory approvals and registration in the United States, Mexico, Israel, Brazil, Turkey, Egypt, Peru, and South Africa, 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, which could materially harm our financial results. ● Increased attention to environmental, social, and governance matters and conservation measures may adversely impact our business or that of our manufacturers.
Added
Risks Related to Our Financial Condition and Capital Requirements We have a history of operating losses and expect to incur additional losses in the future. We have sustained losses in recent years, which as of December 31, 2024, accumulated to $34,553,000.
Removed
Factors that may inhibit our efforts to commercialize our products on our own include: ● our inability to recruit, train and retain adequate numbers of effective selling and marketing personnel; ● the inability of sales personnel to obtain access to potential customers; ● the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and ● unforeseen costs and expenses associated with creating an independent selling and marketing organization.
Added
We may face 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 and adversely affect our results of operations or future growth.
Removed
Since all government regulatory authorities have the right to review existing registrations at any time, the sustainability of the existing portfolio cannot be guaranteed. Existing registrations may be lost at any time, resulting in an immediate impact on sales. Furthermore, prior to expiration, it is necessary to renew registrations.
Added
Engaging in joint ventures involves several risks, including: ● Diverting management’s attention and resources from our ongoing business concerns; ● Entering markets in which we have limited or no prior experience; ● Improperly evaluating new services, products, and markets; ● Being unable to maintain uniform standards, controls, procedures, and policies; ● Failing to comply with governmental requirements related to joint ventures; ● Being unable to integrate new technologies or personnel effectively; ● Incurring expenses from undisclosed or potential liabilities; and ● The departure of key management and employees.
Removed
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.
Added
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.
Removed
For example, our partner in Turkey, located in eastern Turkey, a region that sustained an earthquake registered at a magnitude of 7.8 on February 6, 2023.
Added
Additionally, joint ventures may require special approvals or be subject to scrutiny by local authorities, and failing to comply with such requirements or obtain necessary approvals could limit our ability to complete joint ventures and expose us to legal proceedings. In some cases, such proceedings may result in a requirement to divest portions of the joint venture .
Removed
If our ESG practices and reporting do not meet investor or other stakeholder expectations, which continue to evolve, we may be subject to investor or regulator engagement regarding such matters. 36 In addition, new sustainability rules and regulations have been adopted and may continue to be introduced in various states and other jurisdictions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Company’s Board, together with management, is engaged in our cybersecurity monitoring managed by our third-party provider and it is constantly changing. Any issues are appropriately addressed timely. To date, we have not experienced any cybersecurity incidents that materially affected our business strategy, results of operations or financial condition.
Biggest changeOur third-party provider monitors our firewall, network, system security and internal and external backups and reports any issues to the Company. 53 The Company’s Board, together with management, is engaged in our cybersecurity monitoring managed by our third-party provider and it is constantly changing. Any issues are appropriately addressed timely.
Item 1C. Cybersecurity The Company engages a third-party provider to maintain our systems and management participates in the assessment to identify any risks from cybersecurity threats. Our third-party provider monitors our firewall, network, system security and internal and external backups and reports any issues to the Company.
Item 1C. Cybersecurity The Company engages a third-party provider to maintain our systems and management participates in the assessment to identify any risks from cybersecurity threats.
Added
To date, we have not experienced any cybersecurity incidents that materially affected our business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe lease office space in Miami, Florida. We renewed our lease in December 2023 for one year until December 2024, with an option to renew it for an additional one-year term. Our current monthly rent payment is $630 which includes taxes.
Biggest changeWe lease office space in Miami, Florida. We renewed our lease in December 2023 for one year until December 2024, with an option to renew it 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.
Item 2. properties 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, 2023, and was extended for an additional one-year period. Our current monthly rent payment is NIS 9,900 (approximately $2,750) which includes taxes.
Item 2. properties 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 payment is NIS 9,000 (approximately $2,400).

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES. 51 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 51 ITEM 6. [RESERVED] 54 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 62 ITEM 8.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES. 54 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 54 ITEM 6. [RESERVED] 58 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 67 ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 62 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 62 ITEM 9A. CONTROLS AND PROCEDURES 62 ITEM 9B. OTHER INFORMATION 63
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 67 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 67 ITEM 9A. CONTROLS AND PROCEDURES 67 ITEM 9B. OTHER INFORMATION 68

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeWe do not intend to pay cash dividends to holders of our common stock in the foreseeable future. 51 Securities Authorized for Issuance under Equity Compensation Plans We have two equity compensation plans: the 2018 Equity Incentive Plan and the 2022 Share Incentive Plan. The following table provides information regarding our equity compensation plans as of December 31, 2023.
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans We have two equity compensation plans: the 2018 Equity Incentive Plan and the 2022 Share Incentive Plan.
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). 52 With regards 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 our company or the trustee.
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). 55 With regards 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 our company or the trustee.
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.
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.
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 security holders: 2018 Plan 27,518 $ 23.69 12,995 2022 Plan - - 641,787 Total equity compensation plans approved by stockholders 27,518 $ 23.69 654,782 Equity compensation plans not approved by security holders - - - 2018 Equity Incentive Plan The 2018 Equity Incentive Plan (the “2018 Plan”) provides for the grant of incentive stock options to employees of our 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 determine, to our employees, directors and consultants. 12,995 shares of common stock were reserved for issuance under the 2018 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 our company or any parent, subsidiary, or affiliate. 641,787 shares of common stock are reserved for issuance under the 2022 Plan.
The following table provides information regarding our equity compensation plans as of December 31, 2024. 54 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 security holders: 2018 Plan 19,217 $ 23.38 21,296 2022 Plan 1,729,642 - 10,341,788 Total equity compensation plans approved by stockholders 1,748,859 $ 23.38 10,363,084 Equity compensation plans not approved by security holders - - - 2018 Equity Incentive Plan The 2018 Equity Incentive Plan (the “2018 Plan”) provides for the grant of incentive stock options to employees of our 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 determine, to our employees, directors and consultants. 21,296 shares of common stock were reserved for issuance under the 2018 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 our company or any parent, subsidiary, or affiliate. 10,341,788 shares of common stock are reserved for issuance under the 2022 Plan.
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 2,857,143 shares to 3,785,714 shares of our common stock. 53 Recent Sales of Unregistered Securities Except as set forth below, there were no sales of common stock equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by us.
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 14,785,714 shares of our common stock. 56 Recent Sales of Unregistered Securities Except as set forth below, there were no sales of common stock equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by us.
The last reported sales price of our common stock on Nasdaq on March 29, 2024, was $ 1.29 per share. Holders As of March 29, 2024, there were 186 holders of record of our common stock.
The last reported sales price of our common stock on Nasdaq on March 28, 2025, was $0.2517 per share. Holders As of March 28, 2025, there were 182 holders of record of our common stock.
The issuances of the shares described above were exempt from registration under Section 4(a)(2) under the Securities Act, as transactions by an issuer not involving any public offering. Issuer Purchases of Equity Securities During the year ended December 31, 2023, we did not purchase any of our equity securities.
Issuer Purchases of Equity Securities During the year ended December 31, 2024, we did not purchase any of our equity securities.
Removed
On September 27, 2023, in connection with the Purchase Agreement with the Investor, we issued 26,224 shares of common stock as a commitment fee to a subsidiary of the Investor.
Added
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 2,857,143 shares to 3,785,714 shares of our common stock.
Removed
On December 7, 2023, we issued 1,755 shares of common stock to a consultant for investor relations and public relations services provided to our company pursuant to an agreement, dated November 23, 2023. On December 21, 2023, we issued an aggregate of 369,124 shares of common stock to six consultants for services provided to us.
Added
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.
Removed
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.
Added
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, t he Company is required to pay $150,000, together with accrued and unpaid interest on the then outstanding principal.
Removed
Arbib, Berenstein, Kalifi and Rosenbloom, members of the board of directors, for services provided to us. On December 28, 2023, we issued 12,500 shares of common stock to the designee of a law firm for professional services rendered to our company by such firm.
Added
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.
Added
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.
Added
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.
Added
On September 12, 2024, we issued an aggregate of 640,000 shares of common stock under our Incentive Plan and an aggregate of 1,050,000 shares of common stock outside of the Plan in consideration of services provided to the Company by certain consultants and officers, including 320,000 shares issued to David Palach, the Company’s Chief Executive Officer, and 160,000 shares issued to Lital Barda, the Company’s Chief Financial Officer.
Added
On September 23, 2024, we issued 50,000 shares of common stock to an investor pursuant to the terms of a standby equity purchase agreement with such investor entered into on December 23, 2023. On October 1, 2024, we issued a five-year warrant to purchase 1,850,000 shares of common stock at an exercise price of $1.00 per share to L.I.A.
Added
Pure Capital Ltd. (“Pure Capital”) in connection with a credit facility with Pure Capital. On November 5, 2024, we issued 50,000 shares of common stock to a consultant for services provided to us.
Added
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. 57 The issuances of the shares described above were exempt from registration under Section 4(a)(2) under the Securities Act, as transactions by an issuer not involving any public offering.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

33 edited+46 added−39 removed23 unchanged
Biggest changeThe following table sets forth the breakdown of general and administrative expenses: Year Ended December 31 2023 2022 Professional services $ 1,899,847 $ 2,575,294 Share based compensation 2,562,259 934,188 Salaries and related expenses 232,842 297,848 Legal expenses 276,336 108,814 Insurance 245,482 473,650 Registration fees 261,622 233,350 Other expenses 97,455 93,765 Total $ 5,575,843 $ 4,716,909 Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 Results of Operations The following table summarizes our results of operations for the years ended December 31, 2023 and 2022.: Year Ended December 31 2023 2022 Revenues from sales of products $ 263,445 $ 394,004 Cost of sales (55,178 ) (158,313 ) Gross profit 208,267 235,691 Research and development expenses (1,938,234 ) (770,826 ) Selling and marketing expenses (271,966 ) (567,598 ) General and administrative expenses (5,575,843 ) (4,716,909 ) Operating loss (7,577,776 ) (5,819,642 ) Finance income, net 46,511 39,801 Other income 984,940 - Changes in fair value of an investment in an associate measured under the fair value option (713,593 ) - Net loss (7,259,918 ) (5,779,841 ) Less: Net loss attributable to non-controlling interests 737,510 40,241 Net loss attributable to the Company’s stockholders (6,522,408 ) (5,739,600 ) Loss per share (basic and diluted) (5.43 ) (1.64 ) Weighted average number of shares of common stock outstanding 1,200,608 3,498,273 56 Revenues Revenues for the year ended December 31, 2023 were $263,445, a decrease of $130,559, or 33%, compared to revenues of $394,004 for the year ended December 31, 2022.
Biggest changeThe 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. 62 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 Results of Operations 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 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 (i) 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.
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.
The gross proceeds from the August 2022 Underwritten Offering were approximately $4,800,000. 59 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 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.
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.
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. 64 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 decrease is mainly a result of a decrease in our sales in Mexico and Israel. Cost of Sales Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products.
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.
Financial Arrangements On August 18, 2022, we closed 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.
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.
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 end of the second quarter of 2025. ; however, there can be no assurance of this.
These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the report date. 66 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.
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, 2023, we had an accumulated deficit of $29,360,235, and we expect to incur losses for the foreseeable future.
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.
Research and Development Expenses, net Our research and development expenses consist primarily of salaries and related personnel expenses, share base compensation, professional fees and other related research and development expenses such as field tests.
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.
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. 55 Selling and Marketing Expenses Selling and marketing expenses consist primarily of salaries and related expenses, share based compensation and other expenses.
Following our August 29, 2023 Exchange Agreement with Yaaran Investment Ltd. we recorded IPR&D costs associated with such transaction and were committed to invest research and development expenses under the said Exchange Agreement, for further information, see Research and Development Expenses below. Selling and Marketing Expenses Selling and marketing expenses consist primarily of salaries and related expenses and other expenses.
Liquidity and Capital Resources Since our inception through September 30, 2023, we have funded our operations, principally with the issuance of equity and debt. As of December 31, 2023, we had cash of $4,447,003, as compared to $5,700,709 as of December 31, 2022.
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.
Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide.
Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide.(3) A joint venture with Solterra, which operates in the solar energy section and presents certain investment opportunities in solar PV projects.
The following table discloses the breakdown of revenues and costs of revenues: Year Ended December 31 2023 2022 Revenues from sale of products $ 263,445 $ 394,004 Cost of sales (55,178 ) (158,313 ) Gross profit $ 208,267 $ 235,691 Operating Expenses Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
The following table discloses the breakdown of revenues and costs of revenues: 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.
As of December 31, 2023, we had a working capital of $4,687,149, as compared to $5,557,595 as of December 31, 2022. The decrease in our cash balance is mainly attributable to cash used in operations.
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.
Total net Loss As a result of the foregoing, our total net loss for the year ended December 31, 2023 was $7,259,918, compared to $5,779,841 for the year ended December 31, 2022, an increase of $1,480,077, or 26%.
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%.
We operate through our two majority-owned Israeli subsidiaries, Save Foods Ltd., which focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life, and NTWO OFF which offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide.
We operate through our two majority-owned Israeli subsidiaries, and one joint venture: (1) Save Foods Ltd., which focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life.
One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. In contrast, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.
In contrast, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination. Solterra engages in the development of renewable energy projects through its subsidiaries.
The following table sets forth the breakdown of research and development expenses: Year Ended December 31 2023 2022 Salaries and related expenses $ 70,863 $ 438,217 Share based compensation - 3,024 Subcontractors 138,478 120,360 Laboratory and field tests 1,889 89,717 Depreciation 12,961 22,034 IPR&D 1,661,707 - Other expenses 52,336 97,474 Total $ 1,938,234 $ 770,826 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.
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.
In addition, we have a 23% ownership in Plantify, a Canadian-based food tech company focused on the development and production of clean-label, plant-based food products. 54 Our 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 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.
The decrease is mainly the result of proceeds of $4,103,330 from our August 2022 underwritten offering compared to proceeds of $3,472,712 from standby equity purchase agreements in each of October 2023 and December 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.
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.
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.
Investing Activities Net cash used in investing activities was $1,519,560 for the year ended December 31, 2023, as compared to net cash used in investing activities of $51,689 for the year ended December 31, 2022. The increase is mainly attributable to the investment in Plantify in April and September 2023.
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.
Research and development expenses for the year ended December 31, 2023 were $1,938,234, an increase of $1,167,408, or 151%, compared to research and development expenses of $770,826 for the year ended December 31, 2022.
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.
Research and Development Expenses Research and development expenses consist of salaries and related expenses, share base compensation, consulting fees, service providers’ costs, related materials and overhead expenses.
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.
The table below presents our cash flows for the periods indicated: Year Ended December 31 2023 2022 Net cash used in operating activities $ (3,232,759 ) $ (5,097,126 ) Net cash used in investing activities (1,519,560 ) (51,689 ) Net cash provided by financing activities 3,472,712 4,094,940 Decrease in cash and cash equivalents and restricted cash $ (1,272,597 ) $ (1,056,841 ) Operating Activities Net cash used in operating activities was $3,232,759 for the year ended December 31, 2023, as compared to $5,097,126 for the year ended December 31, 2022.
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.
The financial statements included in this Annual Report 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. 60 Recent Developments Reincorporation in Nevada On October 2, 2023, at our annual stockholder meeting, our stockholders approved our reincorporation from the State of Delaware to the State of Nevada by a parent-subsidiary merger.
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 Annual Report 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.
The increase is mainly a result of the increase in share-based compensation to our employees and service providers offset partially by a decrease in salaries and related expenses and professional services. 57 Financing Income, Net Financing income, net for the year ended December 31, 2023 was $46,511, an increase of $6,710, or 17%, compared to financing income of $39,801 for the year ended December 31, 2022.
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.
The decrease is mainly attributable to the decrease in salaries and related costs and other professional fees associated with our reduction in personnel following our cost reduction measures.
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 for the year ended December 31, 2023 were $ 5,575,843, an increase of $858,934, or 18%, compared to general and administrative expenses of $4,716,909 for the year ended December 31, 2022.
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.
Cost of sales for the year ended December 31, 2023 was $55,178, a decrease of $103,135, or 65%, compared to total cost of sales of $158,313 for the year ended December 31, 2022. The decrease is mainly a result of a decrease in our revenues.
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.
Gross Profit Gross profit for the year ended December 31, 2023 was $208,267, a decrease of $27,424, or 12%, compared to gross profit of $235,691 for the year ended December 31, 2022. The decrease is mainly a result of the decrease in revenues.
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. 63 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.
Financing Activities Net cash provided by financing activities was $3,472,712 for the year ended December 31, 2023, as compared to $4,094,940 for the year ended December 31, 2022.
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. 65 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 cost reduction measures included the reduction of research and development activities as our focus was primarily on the commercialization of our solutions with emphasis on converting recently completed pilots into paying customers. 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.
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.
Removed
Results of Operations Revenues and Cost of Revenues Our total revenue consists of products and our cost of revenues consists of cost of products.
Added
(2) NTWO OFF which offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide.
Removed
The following table sets forth the breakdown of selling and marketing expenses: Year Ended December 31 2023 2022 Salaries and related expenses $ 156,762 $ 256,700 Share based compensation - 3,024 Professional services 31,211 167,084 Travel expenses 13,543 52,721 Other expenses 70,450 88,069 Total $ 271,966 $ 567,598 We implemented certain cost reduction measures in 2023, including, the reduction of our selling and marketing expenses.
Added
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.
Removed
General and Administrative Expenses General and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses.
Added
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. 58 Recent Developments MitoCareX Bio Transactions On February 25, 2025, we entered into a securities purchase and exchange agreement (the “SPEA”) 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”), Dr.
Removed
The increase is mainly attributable to IPR&D costs associated with the issuance of 223,008 shares of common stock to Yaaran Investment Ltd. resulted with an expense of $1,661,707, offset by a decrease in salaries and related expenses and field tests costs and the implementation of certain cost reduction measures, in light of the prevailing macroeconomic conditions and certain results of our operations.
Added
Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (together with SciSparc and Alon, the “Sellers”) pursuant to which we 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 N2OFF.
Removed
Selling and marketing expenses for the year ended December 31, 2023 were $271,966, a decrease of $295,632, or 52%, compared to selling and marketing expenses of $567,598 for the year ended December 31, 2022.
Added
The closing of the transactions contemplated under the SPEA is subject to stockholder approval. Under the SPEA, SciSparc will sell 6,622 Ordinary Shares to us (the “Purchased Shares”) in consideration for a cash payment of $700,000.
Removed
The increase in financing income is mainly a result of an increase in interest on our cash balances offset by a decrease in exchange rate differences.
Added
We will issue (i) to Alon shares of our common stock representing 15.5% on a fully-diluted basis; (ii) to Ciro representing 7.75% on a fully-diluted basis; and (iii) to SciSparc representing 16.75% on a fully-diluted basis, (the “SPEA Closing”); and in exchange, each of the Sellers will transfer 100% of their Ordinary Shares to us (and for SciSparc, such amount of Ordinary Shares that, together with the Purchased Shares, represents 100% of SciSparc’s holdings in MitoCareX.
Removed
Convertible Loan granted In connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture containing conversion feature and debt component. The fair value of the conversion feature loan was estimated using the Black-Scholes option pricing model using a third-party appraiser.
Added
The Sellers are entitled to additional shares of Common Stock, for no additional consideration, up to 25% of our issued and outstanding capital stock on a fully-diluted basis calculated as of immediately following the SPEA Closing in accordance with certain milestones set forth in the agreement.
Removed
The fair value of the debt component 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. We recorded equity losses in respect of the conversion feature and debt component in the convertible loan.
Added
Effective as of the SPEA Closing, the board of directors of MitoCareX will be reconstituted so as to consist of three directors, all of whom will be appointed by us.
Removed
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 30,004,349 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). 58 In connection with the Securities Exchange, we and Plantify executed a debenture pursuant to which we agreed to lend C$1,500,000 (approximately US$1,124,000) to Plantify.
Added
Immediately prior to the SPEA Closing, Alon will enter into an amended employment agreement (the “Amended CEO Agreement”) with us and MitoCareX in connection with his employment as the Chief Executive Officer of MitoCareX, which Amended CEO Agreement provides, among other things, for a grant of restricted stock representing 5% of our capital stock on a fully diluted basis.
Removed
The debenture accrues interest at a rate of 8% annually and is due and payable by Plantify on October 4, 2024. Outstanding principal under the debenture may be converted, at our sole discretion, into common shares of Plantify at a price of C$0.05 per share until the first anniversary of the debenture’s issuance and C$0.10 per share thereafter.
Added
Such shares will vest quarterly, in equal installments, for three years, subject to Alon’s continued employment with MitoCareX. The Sellers will receive, collectively, 30% of the gross proceeds of each financing transaction closed by us for five years up to $1,600,000.
Removed
Accrued interest under the debenture may be converted at the market price of Plantify’s common shares, subject to TSXV approval at the time of conversion. Plantify executed a general security agreement in our favor and pledged to our company the shares of Plantify’ subsidiary, Peas of Bean Ltd.
Added
We have committed to an initial investment of $1,000,000 in MitoCareX, less any such amounts previously loaned to MitoCareX pursuant to loan agreements, dated December 22, 2024 and March 12, 2025, among N2OFF, MitoCareX and Pure Capital. and future financing of MitoCareX’s ongoing research and development subject to our board of directors approval of an operating plan and financial resources necessary to provide such funding.
Removed
On September 7, 2023, we purchased additional 55,004,349 common shares of Plantify at a price of C$0.01 per common share (US$404,890), in a rights offering, resulting in an increase of approximately 7% in our company’s aggregate ownership of the issued and outstanding common shares of Plantify.
Added
Alon, the chief executive officer of MitoCareX is the brother of Kfir Silberman, the owner of Pure Capital, a stockholder and lender of our company, and each of Amitay Weiss and Liat Sidi, members of our board of directors, also serve as board members of SciSparc.
Removed
Following the additional acquisition, we own 85,008,698 common shares of Plantify, representing approximately 23% of the current issued and outstanding common shares.
Added
Solterra Transactions 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.
Removed
The decrease is mainly attributable to our net loss of $7,259,918, a decrease in accounts receivable offset by an increase in non-cash expenses of share-based compensation and IPR&D.
Added
(“SBI4” and the “SHA”, respectively) pursuant to which our newly formed 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.
Removed
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.
Added
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.
Removed
On November 6, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Save Foods, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, we, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”).
Added
Financing may be sought from Shareholders (as defined in the SHA) if external options are unavailable, with unaccepted portions convertible into equity.
Removed
Upon the consummation of the Reincorporation Merger, we ceased our legal existence as a Delaware corporation, and the Surviving Corporation continued our business as the surviving corporation in the Reincorporation Merger under the name “Save Foods, Inc.” succeeding all our rights, assets, liabilities and obligations, except that our affairs ceased to be governed by the Delaware General Corporation Law and became subject to the Nevada Revised Statutes.
Added
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.
Removed
The Reincorporation Merger became effective on The Nasdaq Capital Market on November 10, 2023. Standby Equity Purchase Agreement On December 22, 2023, we entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with the YA II PN, Ltd.
Added
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%.
Removed
(the “Investor”), pursuant to which the Investor agreed to purchase up to $20 million of our shares of common stock, par value of $0.0001 per share, over the course of 36 months after the date of the Purchase Agreement.
Added
On February 10, 2025, we established NITO Renewable Energy, Inc., in the State of Nevada (“NITO Renewable”) for the purposes of managing and facilitating our investment opportunities in the solar energy sector. On November 27, 2024, we acquired 100,000 shares of Solterra Energy Ltd. (“Solterra Energy”) for NIS 300,000 (approximately $82,000).
Removed
The price of shares to be issued under the Purchase Agreement will be 94% of the lowest volume weighted average price (the “VWAP”) of our common stock for the three trading days immediately following the delivery of each Advance notice by us (the “Pricing Period”).
Added
Subsequently, on December 31, 2024, we acquired an additional 167,000 shares of Solterra Energy for NIS 501,000 (approximately $137,000), which resulted in us owning less than 5% of the outstanding shares of Solterra Energy. 59 Issuances to Directors On December 23, 2024, our board of directors, upon the recommendation of our compensation committee and following the non-binding advisory approval by our stockholders at their annual meeting held on November 13, 2024, issued an aggregate of 650,000 shares of common stock under the 2022 Plan.
Removed
Each issuance and sale by us to the Investor under the Purchase Agreement (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 our 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.
Added
Loan Agreement On December 22, 2024, we entered into a loan agreement with MitoCareX and Pure Capital, pursuant to which the Company agreed to loan $250,000 to MitoCareX at an annual interest 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.
Removed
With respect to each Advance, we have the option to notify the Investor of a minimum acceptable price (“MAP”) by specifying the amount within an Advance notice.
Added
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 us to MitoCareX during the first year following a transaction.
Removed
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”).
Added
Pure Capital has agreed to guarantee the repayment of the loan by MitoCareX. On March 12, 2025, we entered into a loan agreement with MitoCareX for an additional $250,000 under the same terms as prior loan agreement.
Removed
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.

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