NITO.N2off, INC
S-1/A: N2OFF, Inc. Files for Resale of Up To 53.1 Million Shares by Selling Stockholders
Sentiment:
Registration Statement Amendment
N2OFF, Inc. has filed a registration statement for the resale of up to 53,125,000 shares of common stock by existing stockholders, including shares issuable upon exercise of warrants.
Delay expectedThe company has experienced delays in pilots and packaging activities due to the war in Israel.
Capital raiseThe company entered into a securities purchase agreement for aggregate gross proceeds of approximately $1,500,000.The company agreed to issue an aggregate of 6,250,000 Units and/or pre-funded units at a purchase price of $0.24 per unit.Each Unit consists of one share of common stock and/or one pre-funded warrant, and one and a half warrant to purchase one share of common stock.The company consummated the private placement transactions and issued 1,704,116 shares; pre-funded warrants to purchase 4,545,884 shares; and warrants to purchase 9,375,000 shares of the Companys common stock.
Worse than expectedThe document contains details of historical and expected future net losses.
Summary
- N2OFF, Inc., formerly Save Foods, Inc., is focused on sustainable operations in agri-food tech, greenhouse gas emission reduction, and solar projects.
- The company operates through two Israeli subsidiaries, Save Foods Ltd. and NTWO OFF Ltd., and a joint venture, Solterra Renewable Energy Ltd.
- Save Foods Ltd. develops eco-friendly solutions to improve food safety and shelf life of fresh produce.
- NTWO OFF Ltd. offers a solution to mitigate nitrous oxide emissions, a potent greenhouse gas.
- Solterra Renewable Energy Ltd. presents investment opportunities in solar photovoltaic projects.
- The company has a history of operating losses and expects to incur additional losses in the future.
- The company has recently completed a private placement, raising $1,500,000 in gross proceeds.
- The company has also entered into loan agreements and made investments in the solar energy sector.
- The company's common stock is traded on the Nasdaq Capital Market under the symbol NITO.
- The company had regained compliance with the Nasdaq's Minimum Bid Price Requirement as of February 6, 2025.
Sentiment
Score: 4
Explanation: The company is addressing important industry trends, but faces significant financial challenges and operational risks.
Positives
- The company is focused on sustainable operations in growing sectors like agri-food tech and renewable energy.
- Save Foods Ltd.'s solutions have shown promising results in reducing food waste and extending shelf life.
- NTWO OFF Ltd. is addressing a significant environmental concern with its nitrous oxide emission reduction solution.
- The company has established partnerships and collaborations in various countries.
- The company has successfully completed pilots and is transitioning to commercial applications of its products.
- The company has regained compliance with Nasdaq's Minimum Bid Price Requirement.
Negatives
- The company has a history of operating losses and expects to incur additional losses in the future.
- The company may need to raise significant additional capital, which it may be unable to obtain.
- The company has a limited operating history, making it difficult to evaluate its business and prospects.
- The company faces significant competition from other companies in the industry.
- The company's success depends on market acceptance of its products, which is not guaranteed.
- The company's operating results may fluctuate, making it difficult to predict future performance.
Risks
- The company may be unable to successfully operate its business or execute its business plan.
- The company's products require lengthy testing periods and additional trials, with no assurance of sales.
- The company relies on a limited number of suppliers for key components of its products.
- The company may be unable to establish sales, marketing, and distribution capabilities.
- The company's products are highly regulated, and failure to obtain or maintain regulatory approvals could harm its business.
- The company's operations in Israel are subject to political, economic, and military risks.
- The company's stock price may be highly volatile.
- The company may be subject to securities litigation.
- NTWO OFF is an early-stage company and there is no assurance of the successful and timely development of its products.
Future Outlook
The company intends to focus on converting recently completed pilots into paying customers, expanding geographically, and establishing strategic partnerships. The company also plans to continue investing in the solar energy sector through its collaboration with Solterra.
Industry Context
The announcement relates to broader industry trends of increasing demand for sustainable and eco-friendly solutions in the agri-food tech sector, as well as the growing focus on reducing greenhouse gas emissions and investing in renewable energy.
Comparison to Industry Standards
- The company's focus on eco-friendly crop protection aligns with the industry trend towards reducing the use of harmful chemicals and pesticides.
- The company's efforts to mitigate nitrous oxide emissions are in line with global efforts to curb greenhouse gas emissions.
- The company's investment in solar energy projects is consistent with the growing interest in renewable energy sources.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Bylaws Amendment | Amended and restated bylaws to change the quorum requirement for stockholder meetings. | 2024-11-11 | Reduces the quorum requirement from a majority to 33.33% of the voting power entitled to vote. |
Related Party Transactions
- The company entered into a debt settlement agreement with Plantify Foods Inc., a related party.
- The company entered into a loan agreement with MitoCareX Bio Ltd., a related party through a shared executive officer's family relationship.
- The company entered into a facility agreement with L.I.A. Pure Capital Ltd., a related party and consultant to the Company.
Stakeholder Impact
- Shareholders may experience dilution from the issuance of additional shares and warrants.
- Employees may be affected by potential workforce reductions or changes in operations.
- Customers may benefit from the company's eco-friendly solutions, but may also face disruptions due to operational challenges.
- Suppliers may be affected by the company's reliance on a limited number of suppliers.
- Creditors may face risks associated with the company's financial condition.
Next Steps
- The company plans to continue running pilots and testing its technologies.
- The company intends to expand geographically and establish a global distribution network.
- The company will seek to raise additional capital to support its growth and strategic initiatives.
- The company will continue to collaborate with Solterra to survey the European solar energy market for additional projects.
Key Dates
| Date | Description |
|---|---|
| 2020-09-20 | Entered into a Commission Agreement with Earthbound Technologies, LLC. |
| 2020-09-22 | Entered into a Commission Agreement with Earthbound Technologies, LLC. |
| 2020-11-05 | Entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach. |
| 2020-11-06 | Entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach. |
| 2021-05-28 | Entered into Consulting Agreements with ConsultantOneMember and ConsultantTwoMember. |
| 2021-06-01 | Entered into Consulting Agreements with ConsultantOneMember and ConsultantTwoMember. |
| 2021-06-21 | Entered into a consulting agreement. |
| 2021-06-22 | Board of directors approved compensation for Mr. Palach. |
| 2021-06-23 | Board of directors approved compensation for Mr. Palach. |
| 2021-09-01 | Start of lease agreement in Neve Yarak. |
| 2021-09-28 | Entered into a Consulting Agreement with ConsultantMember. |
| 2021-09-30 | Lease agreement for office and operational space in Neve Yarak, Israel. |
| 2021-10-01 | Entered into a Consulting Agreement with ConsultantMember. |
| 2021-11-02 | Entered into a Consulting Agreement with ConsultantMember. |
| 2021-11-03 | Entered into a Consulting Agreement with ConsultantMember. |
| 2021-12-01 | Signed a car rental lease agreement. |
| 2021-12-14 | Entered into a lease agreement for office space in Miami. |
| 2021-12-15 | Entered into a lease agreement for office space in Miami. |
| 2021-12-31 | Signed a car rental lease agreement. |
| 2022-01-01 | Signed a car rental lease agreement. |
| 2022-01-08 | Entered into a Consulting Agreement. |
| 2022-01-09 | Entered into a Consulting Agreement. |
| 2022-01-30 | Entered into a Consulting Agreement. |
| 2022-01-31 | Signed a car rental lease agreement. |
| 2022-02-01 | Entered into a Letter Agreement with FebruaryTwoThousandTwentyTwoWarrantMember. |
| 2022-03-09 | Entered into an Investor Relations Agreement with ConsultantMember. |
| 2022-03-10 | Entered into an Investor Relations Agreement with ConsultantMember. |
| 2022-03-23 | Issued shares of common stock to Mr. Palach. |
| 2022-03-24 | Issued shares of common stock to Mr. Palach. |
| 2022-03-28 | Entered into an Investor Relations Agreement. |
| 2022-03-29 | Entered into an Investor Relations Agreement. |
| 2022-04-02 | Entered into an Investor Relations Agreement. |
| 2022-04-17 | Entered into a consulting agreement with Shlomo Zakai CPA for CFO services provided by Lital Barda. |
| 2022-04-18 | Entered into a consulting agreement with Shlomo Zakai CPA for CFO services provided by Lital Barda. |
| 2022-05-01 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-05-02 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-05-17 | Entered into a Consulting Agreement. |
| 2022-05-18 | Entered into a Consulting Agreement. |
| 2022-06-13 | Entered into a Consulting Agreement. |
| 2022-06-25 | Entered into an Investor Relations Agreement. |
| 2022-06-26 | Entered into an Investor Relations Agreement. |
| 2022-06-27 | Entered into an Investor Relations Agreement. |
| 2022-07-09 | Entered into a Consulting Agreement. |
| 2022-07-11 | Entered into a Consulting Agreement. |
| 2022-07-27 | Entered into a Letter Agreement. |
| 2022-07-28 | Entered into a Letter Agreement. |
| 2022-08-01 | Entered into a Consulting Agreement with TwoConsultantMember. |
| 2022-08-03 | Entered into a Consulting Agreement with TwoConsultantMember. |
| 2022-08-14 | Adopted the 2022 Share Incentive Plan. |
| 2022-08-15 | Adopted the 2022 Share Incentive Plan. |
| 2022-08-26 | Entered into a Consulting Agreement. |
| 2022-08-27 | Entered into a Consulting Agreement. |
| 2022-08-28 | Board approved an increase in Mr. Fuchs monthly fee and a one-time issuance of shares. |
| 2022-08-29 | Board approved an increase in Mr. Fuchs monthly fee and a one-time issuance of shares. |
| 2022-10-10 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-10-11 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-10-25 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-10-26 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-11-15 | Entered into a Consulting Agreement with ConsultantMember. |
| 2022-11-16 | Entered into a Consulting Agreement with ConsultantMember. |
| 2023-01-01 | Start of the year for various agreements and financial reporting periods. |
| 2023-01-20 | Entered into a Consulting Agreement with ConsultantMember. |
| 2023-02-13 | Issued shares of common stock. |
| 2023-03-28 | Entered into a Consulting Agreement with EUAgritech Investment Ltd. and Mr. Joachim Fuchs. |
| 2023-03-29 | Entered into a Consulting Agreement with EUAgritech Investment Ltd. and Mr. Joachim Fuchs. |
| 2023-03-31 | Entered into a securities exchange agreement with Plantify. |
| 2023-04-02 | Entered into a Consulting Agreement with EUAgritech Investment Ltd. |
| 2023-04-03 | Entered into a Consulting Agreement with EUAgritech Investment Ltd. |
| 2023-04-04 | Issued a promissory note to YA II PN, Ltd. |
| 2023-04-05 | Closed a securities exchange with Plantify. |
| 2023-04-27 | Issued shares of common stock. |
| 2023-05-27 | Entered into a Consulting Agreement with ConsultantMember. |
| 2023-05-28 | Entered into a Consulting Agreement with ConsultantMember. |
| 2023-06-14 | Entered into a Consulting Agreement. |
| 2023-06-15 | Entered into a Consulting Agreement with ThreeMonthsMember. |
| 2023-06-21 | Entered into Consulting Agreements. |
| 2023-06-30 | Entered into a Consulting Agreement with ThreeMonthsMember. |
| 2023-07-05 | Entered into a Consulting Agreement with LegalAdvisorsMember. |
| 2023-07-06 | Entered into a Consulting Agreement with LegalAdvisorsMember. |
| 2023-07-23 | Entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. |
| 2023-07-26 | Entered into an Exchange Agreement. |
| 2023-07-27 | Issued shares of common stock to Yaaran Investment Ltd. and entered into an Exchange Agreement. |
| 2023-08-06 | Entered into a Consulting Agreement with TwoConsultantMember. |
| 2023-08-07 | Entered into a Consulting Agreement with TwoConsultantMember. |
| 2023-08-28 | Entered into an agreement with Yaaran Investment. |
| 2023-08-29 | Closed exchange transactions with Yaaran Investment Ltd. and formed NTWO OFF Ltd. |
| 2023-09-01 | Incorporation of NTWO OFF Ltd. completed. |
| 2023-09-06 | Entered into a Retainer Legal Services Agreement with LegalAdvisorsMember. |
| 2023-09-07 | Purchased additional common shares of Plantify. |
| 2023-09-26 | Entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. |
| 2023-09-27 | Entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. |
| 2023-10-01 | Entered into a facility agreement with L.I.A. Pure Capital Ltd. |
| 2023-10-02 | Stockholders approved an amendment to the 2022 Share Incentive Plan and entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. |
| 2023-10-04 | One-for-seven reverse stock split became effective. |
| 2023-10-09 | Entered into a Purchase Agreement with YA II PN, Ltd. |
| 2023-10-11 | Entered into a Purchase Agreement with YA II PN, Ltd. |
| 2023-10-31 | Issued a $700,000 promissory note to YA II PN, Ltd. |
| 2023-11-07 | Entered into a Consulting Agreement with ConsultantMember. |
| 2023-11-08 | Entered into a Consulting Agreement with ConsultantMember. |
| 2023-11-11 | Board of directors approved and adopted amended and restated bylaws. |
| 2023-11-15 | Entered into a debt settlement agreement with Plantify. |
| 2023-11-22 | Entered into a Consulting Agreement. |
| 2023-11-23 | Entered into a Consulting Agreement. |
| 2023-12-05 | Closing of the Settlement Agreement with Plantify occurred and entered into a Standby Equity Purchase Agreement. |
| 2023-12-07 | Entered into a Standby Equity Purchase Agreement and a Consulting Agreement with ThirdPartyMember. |
| 2023-12-10 | Entered into a securities purchase agreement and a Consulting Agreement with LegalAdvisorsMember. |
| 2023-12-11 | Amended the Common Warrant and entered into a Consulting Agreement. |
| 2023-12-16 | Approved an amendment to the 2022 Share Incentive Plan. |
| 2023-12-17 | Entered into a Consulting Agreement with Mr. David Palach. |
| 2023-12-19 | Entered into a Consulting Agreement with Mr. David Palach. |
| 2023-12-20 | Approved an amendment to the 2022 Share Incentive Plan and entered into Consulting Agreements. |
| 2023-12-21 | Entered into Consulting Agreements. |
| 2023-12-22 | Entered into a Loan Agreement with MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. and a Standby Equity Purchase Agreement. |
| 2023-12-23 | Board of directors issued shares of common stock under the Incentive Plan. |
| 2023-12-25 | Entered into a Consulting Agreement. |
| 2023-12-26 | Entered into a Consulting Agreement. |
| 2023-12-28 | Entered into a Standby Equity Purchase Agreement. |
| 2023-12-31 | End of the year for various agreements and financial reporting periods. |
| 2024-01-02 | Consummated the private placement transactions. |
| 2024-01-07 | Entered into a Consulting Agreement with Mr. David Palach and Ms. Lital Barda. |
| 2024-01-08 | Entered into a Consulting Agreement with Mr. David Palach and Ms. Lital Barda. |
| 2024-02-06 | Nasdaq notified the Company that it regained compliance with the Minimum Bid Price Requirement. |
| 2024-02-07 | Date of filing with the Securities and Exchange Commission. |
| 2024-03-18 | Consulting Services |
| 2024-06-30 | Loan with Solterra accrues interest at 7% per annum, to be paid annually beginning on this date. |
Keywords
N2OFF, Save Foods, NTWO OFF, Solterra, agri-food tech, crop protection, food waste, food safety, pesticides, greenhouse gas emissions, nitrous oxide, solar energy, sustainable operations, Plantify Foods, private placement, warrants, Nasdaq, NITO
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