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 March 31, 2025 ☐ 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 jur ...

N2OFF to take part in financing a 35MW/140MWh planned Battery Energy Storage System project in Poland Neve Yarak, Israel, May 15, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.(NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech, recently announced its entry into the Polish renewable energy market by participating in the financing of a Battery Energy Storage System (BESS) project in Poland. The project, currently planned a ...

N2OFF to take part in financing a 35MW/140MWh planned Battery Energy Storage System project in Poland Neve Yarak, Israel, May 09, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.(NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech, announced Solterra’s entry into the Polish renewable energy market by participating in the financing of a Battery Energy Storage System (BESS) project in Poland. The project, currently planned at ...

New German regulation, Section 8a of the Renewable Energy Sources Act – EEG, allows expanded use of grid infrastructure, enabling high-value battery storage addition to flagship renewable energy site Neve Yarak, Israel, April 08, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.\ (NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and innovation in the agri- tech sector, today announced potential plans to invest an additional €25,000, in addition to prio ...

Acquisitions and Investments - The company is acquiring MitoCareX Bio Ltd. for $700,000, resulting in MitoCareX becoming a wholly-owned subsidiary [337]. - The company will invest an initial $1,000,000 in MitoCareX for ongoing research and development, subject to board approval [340]. - The company entered into a shareholder's agreement to acquire 70% of SBI4's shares for financing two battery storage projects in Sicily, Italy, with a loan of €2,300,000 at 7% interest [342][343]. - The company issued 6,250,000 units at a purchase price of $0.24 per unit, raising approximately $1,500,000 in a private placement [349]. - The company entered into a loan agreement with MitoCareX for $250,000 at an annual interest rate based on USD exchange rate fluctuations plus 3% [347][348]. - The company acquired 100,000 shares of Solterra Energy for NIS 300,000 (approximately $82,000) and an additional 167,000 shares for NIS 501,000 (approximately $137,000) [345]. - The company owned approximately 65% of Plantify's outstanding shares temporarily after a debt settlement agreement, which later decreased to approximately 25% [354][356]. - The company has a credit facility agreement with Pure Capital for financing up to €6,000,000, including a five-year warrant to purchase 1,850,000 shares at $1.00 per share [358]. Financial Performance - Revenues for the year ended December 31, 2024 were $210,000, a decrease of $53,000, or 20%, compared to $263,000 for 2023, primarily due to decreased sales in Mexico [372]. - Cost of sales increased to $165,000 for 2024, an increase of $110,000, or 200%, compared to $55,000 for 2023, mainly due to inventory write-offs in South Africa and Turkey [373]. - Gross profit for 2024 was $45,000, a decrease of $163,000, or 78%, compared to $208,000 for 2023, attributed to the increase in cost of sales [374]. - Research and development expenses for 2024 were $369,000, a decrease of $1,569,000, or 81%, compared to $1,938,000 for 2023, due to cost reduction measures [375]. - Selling and marketing expenses for 2024 were $238,000, a decrease of $34,000, or 13%, compared to $272,000 for 2023, primarily due to reduced personnel costs [376]. - General and administrative expenses for 2024 were $3,758,000, a decrease of $1,818,000, or 33%, compared to $5,576,000 for 2023, mainly due to reduced share-based compensation [377]. - Total net loss for 2024 was $5,347,000, a decrease of $1,913,000, or 26%, compared to $7,260,000 for 2023 [379]. Cash Flow - Net cash used in operating activities was $3,419,000 for 2024, compared to $3,234,000 for 2023, reflecting increased cash outflows [386]. - Net cash used in investing activities was $1,889,000 for 2024, an increase from $1,519,000 in 2023, mainly due to investments in renewable energy projects [387]. - Net cash provided by financing activities was $3,047,000 for 2024, a decrease from $3,473,000 in 2023, attributed to lower proceeds from standby equity purchase agreements [388]. Capital Resources and Going Concern - The company entered into a Purchase Agreement with an Investor to sell up to $20 million of common stock over 36 months, with shares priced at 94% of the lowest VWAP for three trading days following each Advance notice [391]. - As of March 29, 2024, the company has sold 28,333 shares of common stock at an average purchase price of $1.50 [391]. - The Investor pre-advanced $3 million of the $20 million commitment amount, subject to a 3% discount and an 8% annual interest rate on the outstanding principal [392]. - The company has an accumulated deficit of $34,553,000 as of December 31, 2024, and expects to incur losses for the foreseeable future [393]. - The company believes existing capital resources will support operations through the beginning of Q4 2025, but additional capital may be needed for growth [394]. - There is substantial doubt about the company's ability to continue as a going concern if sufficient additional capital is not obtained [395]. - If additional funds are raised through equity sales, stockholder ownership may be diluted, and if debt securities are issued, negative covenants may restrict company activities [395]. - The financial statements do not include adjustments for assets and liabilities that may be required if the company fails to operate as a going concern [395]. - As a smaller reporting company, the company is not required to provide detailed market risk disclosures [396]. Environmental Initiatives - The company aims to promote environmentally friendly agricultural practices through its subsidiary NTWO OFF, targeting a reduction in N2O emissions [334]. - The company is focused on developing eco-friendly solutions to improve food safety and shelf life, reducing spoilage and food loss [333].

Core Points - N2OFF, Inc. has signed a non-binding letter of intent with SB Impact 4 and Solterra for the investment and development of up to four utility-scale Battery Energy Storage System projects in Puglia, Italy, with a combined potential capacity of 380 MW [1][2] - The new projects build on an existing Development Service Agreement that grants exclusivity to SB Impact 4 and N2OFF for evaluating and potentially acquiring these projects within a 60-day period [2] - N2OFF is committed to invest up to €4.4 million in projects located in Germany and Italy, targeting a total capacity of over 300 MW [3] Project Details - The projects under negotiation are located in the Puglia region, with some having secured grid access while others are in early development stages [2] - SB Impact 4 will acquire one or more of these projects, integrating them into the existing Development Service Agreement, with structured payment terms based on key project milestones [4] Company Overview - N2OFF, Inc. focuses on sustainable energy solutions and agri-tech innovations, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [5] - The company has recently entered the solar PV market and is providing funding to Solterra Renewable Energy Ltd. for a current project with a total capacity of 111 MWp [5]

Currently N2OFF committed to invest up to €4.4 million in projects located in Germany and Italy for total capacity of over 300 MW Neve Yarak, Israel, March 05, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.(NASDAQ: NITO) (FSE:80W) (“N2OFF” and the “Company”), a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech, announced the closing of a definitive agreement with Solterra Renewable Energy Ltd.’s subsidiary, Solterra Brand Services Italy. Solterra specializes in the originati ...

Currently N2OFF committed to invest up to €4.4 million in projects located in Germany and Italy for total capacity of over 300 MW Neve Yarak, Israel, March 05, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc.(NASDAQ:NITO) (FSE:80W) ("N2OFF" and the "Company"), a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech, announced the closing of a definitive agreement with Solterra Renewable Energy Ltd.'s subsidiary, Solterra Brand Services Italy. Solterra specializes in the originatio ...

The new entity, NITO Renewable Energy, Inc., to hold all current and future solar operations of the Company Neve Yarak, Israel, March 03, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc. (NASDAQ:NITO) (FSE:80W) ("N2OFF" and the "Company"), a clean tech company engaged in sustainable solutions for energy and innovation for agri- tech, announced today the establishment of a new wholly-owned US subsidiary, NITO Renewable Energy, Inc., that is registered in Nevada. The new entity will focus and consolidate the Company's cu ...

Core Viewpoint - N2OFF, Inc. has established a new wholly-owned subsidiary, NITO Renewable Energy, Inc., to consolidate its solar operations and focus on future solar photovoltaic (PV) activities [1] Group 1: Company Developments - N2OFF is currently invested in three projects across two European countries [2] - In Germany, a joint venture is developing a 111 MWp solar PV project in Melz, which has secured municipal approval and an indicative grid connection solution, exceeding initial requirements by approximately 10% [3] - In Italy, N2OFF and Solterra's subsidiary have closed a definitive agreement to develop two Battery Energy Storage Systems (BESS) in Sicily, each with a capacity of 98 MWp/392 MWh, with development expected to take 18-24 months [4] - N2OFF and Solterra Energy Ltd. are collaborating to co-develop the solar PV market in Albania [5] Group 2: Company Background - N2OFF, Inc. is a clean tech company focused on sustainable energy solutions and agri-tech innovation, aiming to reduce greenhouse gas emissions and promote environmentally friendly agricultural practices [6] - The company has entered the solar PV market and is providing funding for a current project with a total capacity of 111 MWp, along with potential future projects [6]