UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File No. 001-40403

N2OFF, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-4684680
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

HaPardes 134 (Meshek Sander)
Neve Yarak, Israel		4994500
(Address of principal executive offices)		(Zip Code)

(347) 468 9583

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		NITO		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 14, 2024, the registrant had 11,408,237 shares of common stock outstanding.

N2OFF, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION		5

Item 1.	Condensed Consolidated Interim Financial Statements (unaudited)	5

	Condensed Consolidated Interim Balance Sheets (unaudited)	5

	Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	6

	Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	7

	Condensed Consolidated Interim Statements of Cash Flows (unaudited)	9

	Notes to Condensed Consolidated Interim Financial Statements	10-22

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Control and Procedures	30

PART II - OTHER INFORMATION		31

Item 1	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3	Defaults Upon Senior Securities	33

Item 4	Mine Safety Disclosures	33

Item 5	Other Information	33

Item 6.	Exhibits	34

SIGNATURES		35

FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q (the “Quarterly Report”) including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

	●	our customers’ requirements that our products undergo a lengthy pilot period without any assurance of sales;

	●	our history of operating losses and expectation to incur additional losses in the future;

	●	our ability to raise additional capital to meet our liquidity needs;

	●	because of our limited operating history, our ability to successfully operate our business or execute our business plan;

	●	our products and technology requiring additional trials, which could prolong the sales cycle;

	●	commercial success of our new generation products, as well as any future products, and the degree of market acceptance by the packing house community as well as by other prospective markets and industries;

	●	our ability to comply with the continued listing standards of the Nasdaq Capital Market;

	●	sales of our products;

	●	the size and growth of our product market;

	●	our ability to obtain market acceptance of our environmentally friendly solutions for fruits and vegetables;

	●	the success of certain of our investments, including our investments in the solar energy sector;

	●	conditions in Israel, including the ongoing war between Israel and Hamas and other actors in the region, and other conflicts in the region, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues;

	●	our inability to respond effectively to technological changes in our industry, which could reduce the demand for our products;

	●	our ability or our contractors or service providers’ ability to comply with laws and regulations to develop, market and sell our products or future products;

	●	our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, Brazil, and Israel;

	●	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 reliance on a limited number of suppliers to produce certain key components of our products;

	●	our ability to establish and maintain strategic partnerships with third parties, including for the distribution of products;

	●	our ability to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services;

	●	our ability to rapidly establish a global distributorship network in order to effectively market our products; and

	●	results of our tests which may not be indicative of results in future tests and any planned or future tests which may lead to results sufficient for the necessary regulatory approvals.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

On March 19, 2024, we changed our name from “Save Foods, Inc.” to “N2OFF, Inc.”. Accordingly, all such references in this Quarterly Report have been changed to reflect our new name. In connection with such name change, on the same date, we changed our trading symbol from “SVFD” to “NITO”.

As used in this Quarterly Report and unless otherwise indicated, the terms “N2OFF,” “we,” “us,” “our,” or “our Company” refer to N2OFF, Inc., Save Foods Ltd., our 98.48% owned subsidiary, and NTWO OFF Ltd., our 60% owned subsidiary.

Unless noted otherwise, all references to the number of shares of common stock, stock option and per share information in this Quarterly Report reflect the 1:7 reverse stock split of our common stock that became effective on October 5, 2023.

Item 1. Financial Statements

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

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

	September 30,			December 31,
	2024			2023
Assets
Current Assets
Cash and cash equivalents		2,749,851			4,447,003
Restricted cash		23,130			31,171
Accounts receivable, net of allowance for doubtful account of $44,549 and $64,031 as of September 30, 2024 and December 31, 2023, respectively.		154,185			107,007
Inventory		50,914			121,513
Prepaid expenses		351,972			719,389
Other current assets		41,085			39,538
Total Current assets		3,371,137			5,465,621

Long term prepaid expenses		153,008			-
Right-of-use asset arising from operating lease		17,318			56,568
Property and equipment, net		51,322			66,581
Investment in nonconsolidated affiliate (Note 3)		1,001,625			1,655,461
Long term loans (Note 4)		438,846			-
Solar PV joint venture project (Note 4)		788,341			-
Total assets		5,821,597			7,244,231
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable		32,842			43,539
Other liabilities		484,592			734,933
Total current liabilities		517,434			778,472
Operating lease liabilities		1,330			7,181

Total liabilities		518,764			785,653

Stockholders’ Equity
Common stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of September 30, 2024 and December 31, 2023; issued and outstanding 9,580,515 and 2,955,490 shares as of September 30, 2024 and December 31, 2023, respectively.		958			296
Preferred stock, $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of September 30, 2024 and December 31, 2023; no shares issued and outstanding as of September 30, 2024 and December 31, 2023.		-			-
Additional paid-in capital		38,646,023			35,866,223
Foreign currency translation adjustments		(26,275	)		(26,275	)
Accumulated deficit		(33,180,457	)		(29,360,235	)
Total Company’s stockholders’ equity		5,440,249			6,480,009
Non-controlling interests		(137,416	)		(21,431	)
Total stockholders’ equity		5,302,833			6,458,578
Total liabilities and stockholders’ equity		5,821,597			7,244,231

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

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

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

	2024			2023			2024			2023
	Nine months ended						Three months ended
	September 30						September 30
	2024			2023			2024			2023

Revenues from sales of products		69,481			157,618			9,104			-
Cost of sales		(110,523	)		(70,229	)		(76,761	)		-
Gross profit		(41,042	)		87,389			(67,657	)		-
Research and development expenses		(249,966	)		(1,828,970	)		(122,410	)		(1,693,205	)
Selling and marketing expenses		(179,094	)		(217,907	)		(64,815	)		(60,462	)
General and administrative expenses		(2,844,967	)		(3,481,408	)		(1,294,913	)		(1,103,257	)
Operating loss		(3,315,069	)		(5,440,896	)		(1,549,795	)		(2,856,924	)
Financing income (expenses), net		(117,335	)		43,666			(41,215	)		10,579
Other income, net (Note 5(1))		353,033			12,294			247,808			-
Changes in fair value of an investment in an associate measured under the fair value option (Notes 3)		(856,836)			(87,576	)		(970,505	)		(189,683	)
Net loss		(3,936,207	)		(5,472,512	)		(2,313,707	)		(3,036,028	)
Less: net loss attributable to non-controlling interests		115,985			683,733			50,497			670,432
Net loss attributable to the Company’s stockholders’ equity		(3,820,222	)		(4,788,779	)		(2,263,210	)		(2,365,596	)

Loss per share (basic and diluted)		(0.94	)		(4.69	)		(0.39	)		(1.78	)

Basic and diluted weighted average number of shares of Common Stock outstanding		4,069,690			1,020,339	(*)		5,820,287			1,331,070	(*)

(*)

Adjusted to reflect one (1) for seven (7) reverse stock split in October 2023 (see note 1B).

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

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

	Number of shares		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total equity

BALANCE AT DECEMBER 31, 2023		2,955,490		296		35,866,223		(26,275	)		(29,360,235	)		6,480,009			(21,431	)		6,458,578

Issuance of shares for standby equity purchase agreement II		28,333		3		39,947		-			-			39,950			-			39,950
Issuance of shares to services providers		4,794		-		23,738		-			-			23,738			-			23,738
Comprehensive loss for the period		-		-		-		-			(769,564	)		(769,564	)		(52,794	)		(822,358	)
BALANCE AT MARCH 31, 2024		2,988,617		299		35,929,908		(26,275	)		(30,129,799	)		5,774,133			(74,225	)		5,699,908

Issuance of shares for standby equity purchase agreement II		1,142,480		114		936,980		-			-			937,094			-			937,094
Issuance of shares to services providers		30,000		3		48,811		-			-			48,814			-			48,814
Comprehensive loss for the period		-		-		-		-			(787,448	)		(787,448	)		(12,694	)		(800,142	)
BALANCE AT JUNE 30, 2024		4,161,097		416		36,915,699		(26,275	)		(30,917,247	)		5,972,593			(86,919	)		5,885,674

Issuance of shares for standby equity purchase agreement II		3,718,132		372		1,245,826		-			-			1,246,198			-			1,246,198
Issuance of shares to services providers		1,701,286		170		484,498		-			-			484,668			-			484,668
Comprehensive loss for the period		-		-		-		-			(2,263,210	)		(2,263,210	)		(50,497	)		(2,313,707	)
BALANCE AT SEPTEMBER 30, 2024		9,580,515		958		38,646,023		(26,275	)		(33,180,457	)		5,440,249			(137,416	)		5,302,833

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

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

	Number of shares (*)		Amount		Additional paid-in capital			Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total equity

BALANCE AT DECEMBER 31, 2022		688,272		69		28,710,412			(26,275	)		(22,837,827	)		5,846,379			(109,038	)		5,737,341

Issuance of shares to services providers		6,288		1		67,613			-			-			67,614			-			67,614
Share based compensation to employees and directors		142,860		14		691,005			-			-			691,019			201			691,220
Comprehensive loss for the period		-		-		-			-			(1,713,678	)		(1,713,678	)		(7,871	)		(1,721,549	)
BALANCE AT MARCH 31, 2023		837,420		84		29,469,030			(26,275	)		(24,551,505	)		4,891,334			(116,708	)		4,774,626

Issuance of shares for exchange agreement		166,340		17		826,688			-			-			826,705			-			826,705
Issuance of shares to services providers		135,926		14		670,226			-			-			670,240			-			670,240
Share based compensation to employees and directors		-		-		5,699			-			-			5,699			88			5,787
Comprehensive loss for the period		-		-		-			-			(709,505	)		(709,505	)		(5,430	)		(714,935	)
BALANCE AT JUNE 30, 2023		1,139,686		115		30,971,643			(26,275	)		(25,261,010	)		5,684,473			(122,050	)		5,562,423
Balance		1,139,686		115		30,971,643			(26,275	)		(25,261,010	)		5,684,473			(122,050	)		5,562,423

Issuance of shares for exchange agreement		223,008		22		997,002			-			-			997,024			664,683			1,661,707
Issuance of shares to services providers		56,640		6		302,817			-			-			302,823			-			302,823
Share based compensation to employees and directors		-		-		3,857			-			-			3,857			60			3,917
Issuance of shares for standby equity purchase agreement I		26,224		3		122,985			-			-			122,988			-			122,988
Transactions with non-controlling interests		-		-		(160,000	)		-			-			(160,000	)		160,000			-
Comprehensive loss for the period		-		-		-			-			(2,365,596	)		(2,365,596	)		(670,432	)		(3,036,028	)
BALANCE AT SEPTEMBER 30, 2023		1,445,558		146		32,238,304			(26,275	)		(27,626,606	)		4,585,569			32,261			4,617,830
Balance		1,445,558		146		32,238,304			(26,275	)		(27,626,606	)		4,585,569			32,261			4,617,830

(*)

Adjusted to reflect one (1) for seven (7) reverse stock split in October 2023 (see note 1B).

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

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

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

	2024			2023
	Nine months ended
	September 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period		(3,936,207	)		(5,472,512	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation		14,957			35,564
Issuance of shares to employees and services providers		557,220			1,243,160
Non- cash expenses in the Yaaran purchase transaction		-			1,661,707
Share based compensation to employees and directors		-			18,164
Loss (gain) from sales of property and equipment		189			(12,294	)
Gain from standby equity purchase agreement II (Note 5(1))		(353,221	)		-
Expenses from standby equity purchase agreement II and promissory note (Note 5(1))		147,019			-
Change in fair value of investment in nonconsolidated affiliate		856,836			87,576
Change in FV of long term loan		(32,381	)		-
Interest income from solar project		(24,648	)		-
Exchange rate differences on operating leases	<

SEC Form 10-Q filed by N2OFF Inc.