S-1/A: N2OFF Faces Going Concern Amidst Losses & Dilution

N2OFF, Inc. reports continued significant losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern, despite ongoing capital raises and strategic shifts into solar energy.

Summary

• N2OFF, Inc. (formerly Save Foods, Inc.) reincorporated in Nevada in November 2023 and changed its name to N2OFF, Inc. in March 2024, trading under the symbol NITO on Nasdaq.
• The company operates through its majority-owned Israeli subsidiary, Save Foods Ltd., focusing on eco-friendly agri-food tech solutions, and its Nevada wholly-owned subsidiary, NITO Renewable Energy, Inc., which holds a 70% interest in an Italian solar joint venture.
• N2OFF sold its 60% owned subsidiary, NTWO OFF, which focused on N2O emissions solutions, to Yaaran Investments Ltd. for NIS 15,000 (approximately $4,000) in April 2025, classifying it as a discontinued operation.
• The company has a history of operating losses, with an accumulated deficit of $34,553,000 as of December 31, 2024, and $40,255,000 as of June 30, 2025.
• Net loss for the six months ended June 30, 2025, was $5,765,000, an increase of 256% from $1,622,000 for the same period in 2024.
• Revenues from sales of products increased by 8% to $66,000 for the six months ended June 30, 2025, compared to $61,000 in the prior year, primarily due to increased sales to a U.S. client.
• Gross profit for the six months ended June 30, 2025, was $49,000, an 81% increase from $27,000 in the prior year, mainly due to a decrease in cost of sales.
• Research and development expenses increased by 53% to $29,000 for the six months ended June 30, 2025, driven by higher patent attorney expenses.
• Selling and marketing expenses decreased by 17% to $95,000 for the six months ended June 30, 2025, primarily due to reduced salaries, related expenses, and transport/storage costs.
• General and administrative expenses significantly increased by 122% to $3,377,000 for the six months ended June 30, 2025, largely due to increased share-based compensation, salaries, and legal expenses.
• Financing expenses, net, surged by 2,618% to $2,011,000 for the six months ended June 30, 2025, mainly due to changes in the fair value of PIPE's warrant liability and credit facility.
• The company entered into a Purchase Agreement in May 2025 with YA II PN, Ltd. (Selling Stockholder) for up to $3,000,000 in advances, and an amendment in July 2025 for additional commitment shares.
• N2OFF is pursuing the acquisition of MitoCareX Bio Ltd., an Israeli private company, which would make MitoCareX a wholly-owned subsidiary, contingent on shareholder approval.
• The company has provided multiple loans to MitoCareX totaling $750,000 as of May 2025, guaranteed by Pure Capital, a related party.
• N2OFF has invested in solar energy projects through a joint venture with Solterra Renewable Energy Ltd., committing to loan approximately $1,716,000 for projects in Germany and $177,000 for a battery storage project in Poland.
• The company's investment in Plantify Foods Inc. has been fully impaired as of June 30, 2025, due to the insolvency of Plantify's subsidiary and lack of business activity.
• As of July 29, 2025, the last reported sale price of N2OFF's common stock on Nasdaq was $0.2440 per share, below the $1.00 minimum bid price requirement.

Sentiment

Score: 3

Explanation: The company faces severe financial distress with substantial doubt about its going concern ability, significant accumulated and increasing losses, and a declining stock price. While there are ongoing capital raises and some positive operational developments in agri-food tech, these are overshadowed by the magnitude of losses, high financing expenses, and geopolitical risks impacting operations. The impairment of a key investment further adds to the negative outlook.

Positives

• Revenues from sales of products increased by 8% for the six months ended June 30, 2025, compared to the same period in 2024, driven by increased sales to a U.S. client.
• Gross profit increased by 81% for the six months ended June 30, 2025, primarily due to a decrease in cost of sales.
• The company continues to secure financing through standby equity purchase agreements and credit facilities, providing access to capital.
• N2OFF is expanding its focus on high-value crops and larger producing countries (Peru, Brazil, US, Israel) to overcome seasonal effects and shorten evaluation periods for its agri-food tech solutions.
• The company has successfully completed over fifty pilots with potential commercial partners for its eco-friendly agri-food tech solutions.
• N2OFF's products offer multi-purpose benefits, addressing both food safety and food waste, and can significantly reduce the use of hazardous chemicals.
• The company holds a strong intellectual property portfolio with granted patents in the U.S., Europe, and Israel, and several pending applications.
• N2OFF's SavePROTECT Organic product is OMRI Listed, allowing it to address the certified organic industry.
• The company received pre-harvest regulatory approval registration in California for FreshProtect in October 2023.
• N2OFF's products are designed for seamless implementation, not requiring special equipment and working with existing packing line infrastructure.

Negatives

• The company has a history of significant operating losses, with an accumulated deficit of $40,255,000 as of June 30, 2025.
• Net loss for the six months ended June 30, 2025, increased by 256% to $5,765,000 compared to the same period in 2024.
• General and administrative expenses increased significantly by 122% for the six months ended June 30, 2025, largely due to increased share-based compensation and legal expenses.
• Financing expenses, net, surged by 2,618% for the six months ended June 30, 2025, primarily due to changes in fair value of warrant liabilities and credit facilities.
• The investment in Plantify Foods Inc. has been fully impaired as of June 30, 2025, due to the insolvency of its subsidiary and lack of business activity, resulting in a $602,000 impairment loss for the six months ended June 30, 2025.
• The company's common stock price was $0.2440 per share on July 29, 2025, below the Nasdaq minimum bid price requirement of $1.00, risking delisting.
• The ongoing conflict in Israel has severely impacted operations, causing delays in pilots and packaging activities, and leading to the insolvency of Plantify's subsidiary.
• The company's ability to continue as a going concern is in substantial doubt, as stated by management and auditors, with existing capital resources projected to last only until the end of Q1 2026.
• The sale of NTWO OFF Ltd. for approximately $4,000 indicates a significant divestment from a segment that was previously a focus for N2O emissions solutions.
• The company relies on a limited number of suppliers for key product components, posing supply chain risks.
• The commercial success of new generation products depends on market acceptance by packing houses and industries, which requires lengthy testing periods (at least two seasons) without assurance of sales.

Risks

• History of operating losses and expectation of additional losses in the future, leading to substantial doubt about the ability to continue as a going concern.
• Need to raise significant additional capital, which may not be obtainable on acceptable terms or at all, potentially requiring cessation of operations.
• Risks associated with completing and integrating current and future acquisitions (e.g., MitoCareX), including diversion of management attention, integration difficulties, and undisclosed liabilities.
• Challenges in managing and integrating joint ventures (e.g., Solterra PV projects), including differing business strategies, personnel integration, and potential legal proceedings.
• Limited operating history makes it difficult to evaluate business prospects and execute the business plan successfully.
• Lengthy testing periods (at least two seasons) required by customers for product evaluation, with no assurance of sales, impacting profitability.
• Efficacy of products and technology needs further validation against additional pathogens, produce types, and market climates.
• Commercial success depends on market acceptance by the packing house community and other industries, which may require significant resources and time.
• Significant competition from other companies developing or acquiring environmentally friendly solutions, including large established players who may aggressively bundle products or reduce prices.
• Inability to respond effectively to technological changes in the industry, potentially reducing demand for products.
• Reliance on a limited number of suppliers for key product components, risking production and distribution disruptions if suppliers face difficulties.
• Challenges in establishing sales, marketing, and distribution capabilities or forming successful third-party relationships, which could materially adversely affect revenues and profitability.
• Difficulty in rapidly establishing a global distributorship network, putting pressure on management and financial resources.
• Early test results may not be indicative of future test results, potentially delaying regulatory approvals and market introduction.
• Products are highly regulated by governmental agencies, and failure to obtain or maintain regulatory approvals and registrations would adversely impact marketability.
• Inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids, potentially causing disruptions, losses, and liabilities.
• Business and operations may be affected by unexpected events, including climate change conditions and natural disasters, impacting crop yield, storability, and financial results.
• Conditions in the global economy, including inflation and recessionary pressures, may adversely affect business, financial condition, and results of operations.
• Increased attention to environmental, social, and governance (ESG) matters and conservation measures may increase costs, compliance obligations, or lead to adverse impacts.
• Deterioration of relationship with employees or departure of key personnel could adversely affect business and results of operations.
• Risks relating to portfolio concentration, as business is highly dependent on a small number of products.
• Operating results may fluctuate due to factors outside of control, making results difficult to predict and potentially causing stock price to fall.
• International expansion exposes the company to business, regulatory, political, operational, financial, and economic risks.
• Dependence on international transactions exposes the company to foreign currency exchange rate fluctuations.
• Inability to secure and maintain patent or other intellectual property protection, or prevent unauthorized use/disclosure of trade secrets, could harm ability to compete.
• Potential for patent and other intellectual property litigation, which could be costly, divert management attention, and require payment of damages or discontinuation of product sales.
• Claims challenging inventorship or ownership of patents and intellectual property could lead to loss of rights or expensive litigation.
• Claims that products infringe intellectual property rights of others could incur unexpected costs or prevent product sales.
• Failure to comply with laws and regulations by the company or its contractors/service providers could lead to regulatory actions and harm reputation.
• Regulatory reforms may adversely affect ability to sell products profitably.
• Regulatory and compliance changes may adversely impact Solterra's operations and joint venture value.
• Permitting and licensing delays may impact Solterra's project timelines and joint venture value.
• Fluctuations in electricity tariffs may impact Solterra's revenue and joint venture value.
• Supply chain and contractor disruptions may delay Solterra's projects and affect joint venture value.
• Equipment malfunctions and downtime may impact Solterra's operations and joint venture value.
• Intense competition in the renewable energy sector may affect Solterra's market share and joint venture value.
• Joint venture and partnership risks may affect Solterra's projects and joint venture value.
• Safety and operational risks may impact Solterra's business and joint venture value.
• Evolution of business strategy may not be successful and may require additional financing or increase operational costs.
• Conditions in Israel, including conflicts with Hamas and other parties, as well as political and economic instability, may adversely affect operations and limit ability to market products.
• Difficulty in enforcing covenants not-to-compete under Israeli law, potentially leading to added competition.
• Difficulty in acquiring jurisdiction and enforcing liabilities against officers and directors based in Israel.
• Failure to comply with Nasdaq listing requirements (e.g., minimum bid price) could lead to delisting.
• Market price of common stock may be highly volatile.
• Sales of a substantial number of shares by existing stockholders (e.g., Selling Stockholder) could cause share price to fall and impair ability to raise capital.
• Need for additional capital, with potential for dilution from sale of additional shares or equity/debt securities.
• Nevada law and provisions in articles of incorporation and bylaws could make a merger, tender offer, or proxy contest difficult, depressing market price.
• Potential for securities litigation, which is expensive and could divert management attention.
• If securities or industry analysts cease publishing research or publish negative reports, stock price and trading volume could decline.
• No anticipation of paying cash dividends in the foreseeable future.
• Disruptions to information technology systems due to cyber-attacks or failure to upgrade systems may impair operations.
• Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject the company to penalties.
• Increased costs and management time due to Nasdaq listing and compliance initiatives.
• Risks related to compliance with corporate governance laws and financial reporting standards.
• Ongoing conflict in Ukraine may result in market volatility that could adversely affect business.
• Failure to implement and maintain effective internal control over financial reporting may lead to inaccurate financial results or reporting obligations.
• Sales of substantial amounts of common stock by the Selling Stockholder, or the perception of such sales, could result in dilution and adversely affect stock price.
• Inability to predict the actual number of shares sold under the SEPA or the gross proceeds, as it depends on market conditions and company discretion.
• Investors buying shares at different times will likely pay different prices and may experience different levels of dilution.

Future Outlook

Management expects to continue incurring losses and negative cash flows for the foreseeable future. The company believes its existing capital resources will be sufficient to fund operations until the end of the first quarter of 2026, but plans to seek additional capital through debt, equity, or strategic partnerships to support growth and strategic initiatives. The company intends to focus on converting completed pilots into paying customers in high-value crop markets (Peru, Brazil, US, Israel) and expanding into additional produce and geographies, with a focus on exports to Europe due to stricter fungicide regulations. The acquisition of MitoCareX is contingent on shareholder approval at a special meeting on September 25, 2025.

Management Comments

• "We are focused on sustainable operations in various of industries such as agri-food tech and solar projects, specializing in eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides."
• "We believe that our proprietary blend of food acids provides protection to the treated produce and works in synergy with well-known fungicides and sanitizers."
• "We believe that our existing capital resources will be sufficient to support our operating plan through the end of the first quarter of 2026; however, there can be no assurance of this."
• "We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof."
• "We are aiming to become a significant player in post-harvest green produce treatment, fully responsive to the worlds ongoing change in fruit and vegetables consumption, food safety requirements as well as regulations and consumer demand to eliminate the use of hazardous chemicals."
• "Our ultimate goal is to eventually gain presence in a variety of businesses compromising the food industry, including pre-harvest, post-harvest, retail and consumer businesses."
• "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."
• "Over the next 12 months, we intend to focus mainly on following up with the pilots performed during the last 18 months in Peru, Brazil, the United States and Israel and convert them into full commercial applications."

Industry Context

The company operates in the agri-food tech and renewable energy sectors. In agri-food tech, it addresses significant global challenges of food safety (foodborne diseases, FSMA compliance) and food loss (one-third of global food produced is wasted, 45% of fruits/vegetables lost annually). There's a rising consumer demand for organic/pesticide-free foods, driving a global organic food market projected to grow significantly (CAGR of 14% to $318 billion by 2025). Retailers are also focused on reducing waste and promoting sustainability. The post-harvest treatment market is projected to grow from $2.03 billion in 2024 to $3.09 billion by 2030 (CAGR of 7.3%). In renewable energy, the company is entering the solar PV and battery storage market, particularly in Europe (Italy, Poland, Germany), which is experiencing significant growth and government support (e.g., Italy's NECP targeting 80 GW solar and 7.5-8.5 GW BESS by 2030). The company faces competition from large chemical conglomerates in agri-food tech and established renewable energy players.

Comparison to Industry Standards

• N2OFF's SavePROTECT/PeroStar solutions have shown significant reduction in pesticide usage (e.g., 50% reduction of imazalil in easy peelers, up to 75% reduction in mango fungicide) while maintaining or improving shelf life, which is a competitive advantage against conventional chemical treatments like thiabendazole and imazalil used by companies such as DECCO U.S. Post-Harvest, Inc. and Pace International.
• The company's SF3H product demonstrated over 99.99999% (>7.51 Log10) reduction of Listeria monocytogenes in 30 seconds, exceeding typical sanitization standards and offering a shorter contact time compared to competitors where minimum contact time is 45 seconds.
• In avocado trials, N2OFF's solution resulted in two times more avocados available for consumption after 16 days at room temperature compared to untreated avocados, and SF3H showed 99.99% Listeria reduction within 15 seconds, outperforming traditional chlorine treatments.
• Bell pepper trials showed 70% less decay after 28 days (23 days cold storage + 5 days room temperature) with N2OFF's solutions, translating to 20% more sellable bell peppers, indicating superior performance compared to current industry standards for export.
• In lime trials in Mexico, SavePROTECT reduced fruit decay to zero after 21 days, potentially yielding an additional $126 per ton for food retailers, which is a strong economic benefit compared to traditional methods.
• The company's focus on non-toxic residues and GRAS ingredients aligns with increasing consumer and regulatory demand for organic and pesticide-free foods, differentiating it from traditional chemical suppliers like Evonik Active Oxygens, LLC and Solvay S.A. who produce PAA and hydrogen peroxide.
• In the solar energy sector, Solterra's strategy of selling projects at various development stages is common, but N2OFF's specific profit-sharing structure in the Italy joint venture (e.g., 60% profit for N2OFF if selling price exceeds EUR 30,000/MW) indicates a potentially favorable financial arrangement compared to standard pro-rata ownership models in the competitive renewable energy market.
• The company's ability to secure regulatory approvals for its products (e.g., OMRI listing for SavePROTECT Organic, CDPR registration) positions it favorably against competitors who may struggle with evolving strict regulations, especially in Europe.

Management Changes

Corporate Governance

Legal Proceedings

• No pending legal proceedings to which the Company is a party or in which any director, officer, affiliate, or 5%+ owner is a party adverse to the Company or has a material adverse interest.
• A claim was filed by ECOLAB against the registration of European Patent No. 11825901.9, but the Opposition to European Patent concluded in the Company's favor in December 2024, maintaining the patent.

Related Party Transactions

• **Plantify Securities Exchange:** In March 2023, the company exchanged 19.99% of its capital stock with Plantify Foods Inc., issuing 166,340 shares of common stock. The company also provided a convertible debenture of CAD$1,500,000 (approx. $1,124,000) to Plantify. Asaf Itzhaik and Israel Berenstein, company directors, are also directors of Plantify.
• **Plantify Debt Settlement:** In November 2024, the company entered a debt settlement agreement with Plantify, receiving 2,420,848 common shares of Plantify (temporarily increasing ownership to ~65%) in full payment of CAD$2,053,000 (approx. $1,437,000) debt. Subsequent issuances by Plantify reduced the company's ownership to ~25% by January 2025.
• **MitoCareX Agreement:** In February 2025, the company entered an agreement to acquire MitoCareX Bio Ltd., making it a wholly-owned subsidiary, contingent on shareholder approval. Alon Silberman, MitoCareX CEO, is the brother of Kfir Silberman (owner of Pure Capital, a 5% stockholder and lender to the company). Amitay Weiss and Liat Sidi, company board members, also serve on SciSparc's board (a seller in the MitoCareX agreement). The agreement includes a grant of 5% of the company's fully diluted capital stock to Alon Silberman and a collective right for sellers to receive 30% of gross proceeds from future company financings up to $1,600,000.
• **MitoCareX Loans:** The company provided three loans to MitoCareX totaling $750,000 (December 2024, March 2025, May 2025), with Pure Capital guaranteeing repayment. A fourth loan of $372,000 was granted in August 2025. Any outstanding loan amounts will be deducted from future allocations to MitoCareX after the acquisition closes.
• **Solterra Transactions:** In November and December 2024, the company acquired 267,000 shares of Solterra Energy for approximately $219,000. Amitay Weiss, a company director, also serves as a board member of Solterra Energy. In February 2025, the company entered a shareholders agreement to purchase 70% of SB Impact 4 LTD (now SB Storage 1 S.R.L.) from Solterra Brand Services Italy SRL, lending EUR 2,300,000 for battery storage projects in Sicily, Italy. Profit splits from project sales are adjusted based on selling price per megawatt, favoring SB at higher prices.
• **Pure Capital Credit Facility:** In October 2024, the company entered a facility agreement with L.I.A. Pure Capital Ltd. (Pure Capital) for up to EUR 6,000,000. The company issued a five-year warrant to Pure Capital to purchase 1,850,000 shares of common stock. Kfir Silberman owns Pure Capital. As of August 5, 2025, drawdowns of approximately EUR 1,023,000 and repayments of EUR 453,000 were made.
• **Consulting Services to Pure Capital:** From January 2023 through July 2025, the company issued 1,173,573 shares to Pure Capital for consulting services. An additional 14,286 shares are held by Kfir Silberman.
• **Executive Officer Compensation:** David Palach (CEO) and Lital Barda (CFO) receive salaries and have received significant share-based compensation. David Palach's monthly fee increased to $8,000 as of January 1, 2025. Lital Barda's cash compensation increased by 15% in November 2024.
• **Director Compensation:** Directors receive annual fees and have received equity grants. Amitay Weiss (Chairman) received 350,000 shares in December 2024. Other directors received 50,000 shares each in December 2024.

Stakeholder Impact

• **Shareholders:** Face significant dilution risk from ongoing and future equity raises (SEPA, private placements, warrant exercises). The stock price is highly volatile and below Nasdaq's minimum bid, risking delisting. Accumulated losses and going concern doubt pose substantial investment risk. However, potential strategic acquisitions (MitoCareX) and solar project development could offer long-term value if successful.
• **Employees:** The company relies on attracting and retaining skilled employees, especially in specialized fields. The Israel-Hamas war has impacted operations and employee safety, potentially affecting morale and retention. Share-based compensation is a significant part of executive and director remuneration.
• **Customers (Agri-food Tech):** Benefit from eco-friendly solutions that improve food safety, extend shelf life, and reduce pesticide use, aligning with consumer demand for healthier produce. However, lengthy testing periods and potential supply disruptions could impact customer adoption.
• **Customers (Solar Projects):** Solterra's business strategy involves selling renewable energy projects to third parties, providing opportunities for clean energy adoption. Delays in permitting or supply chain issues could impact project timelines and delivery.
• **Suppliers:** The company relies on a limited number of suppliers for key product components, creating a dependency that could impact operations if suppliers face difficulties.
• **Creditors:** The company has significant debt obligations, including promissory notes and credit facilities. The 'going concern' uncertainty raises risks for creditors regarding repayment, although some loans are guaranteed by related parties.

Next Steps

• Hold a special meeting of stockholders on September 25, 2025, to approve the acquisition of MitoCareX.
• File a Current Report on Form 8-K within four business days after the stockholder meeting to report the results.
• Continue to access the remaining $16,865,255 under the SEPA II by registering additional shares for sale to the Selling Stockholder.
• Seek additional capital through debt, equity, or strategic partnerships to support growth and strategic initiatives.
• Focus on converting recently completed pilots in Peru, Brazil, the United States, and Israel into full commercial applications over the next 12 months.
• Expand activities to include a focus on various berries, given their high value and short shelf-life.
• Actively search for and potentially acquire or license complementary products and technologies.
• Increase focus on exports to Europe from countries like Peru and Brazil due to favorable regulations for green products.
• Continue to leverage products through collaborations with other businesses and larger companies.
• Address the Nasdaq minimum bid price requirement to avoid potential delisting.

Key Dates

Recommendation

The company faces severe financial instability, explicitly stating 'substantial doubt' about its ability to continue as a going concern, with accumulated losses exceeding $40 million and cash projected to last only until Q1 2026. Net losses have dramatically increased, and the stock trades significantly below Nasdaq's minimum bid price, indicating a high probability of delisting. While the company is attempting to raise capital through dilutive equity agreements and pursuing strategic acquisitions, these efforts are insufficient to offset the fundamental financial weaknesses and operational risks, including geopolitical instability in Israel. The impairment of a major investment (Plantify) further highlights poor capital allocation. For a seasoned investor, the combination of severe financial distress, high operational risk, and significant dilution potential makes this a 'strong sell' recommendation, as the risk of capital loss is extremely high.

Keywords

Agri-food Tech, Food Safety, Food Waste Reduction, Post-Harvest Treatment, Renewable Energy, Solar PV Projects, SEC Filing, S-1/A, Nasdaq, NITO, Going Concern, Dilution, Capital Raise, Standby Equity Purchase Agreement, MitoCareX, Israel-Hamas War, Emerging Growth Company, Intellectual Property, Regulatory Approval, Supply Chain Risk, Corporate Governance