Core Insights - N2OFF, Inc. is focusing on drug discovery and solar energy investments, highlighting a peer-reviewed study on mitochondrial carriers as potential biomarkers for spaceflight-induced dysfunctions [1][2][4] Group 1: Study Overview - The study titled "SLC25A mitochondrial carriers as biomarkers and therapeutic targets of spaceflight-induced dysfunction" was published on December 30, 2025, and examines the expression of 53 SLC25A genes under microgravity conditions [2][3] - The analysis found differential regulation of SLC25A carriers, suggesting their potential as biomarkers for mitochondrial dysfunction [3] Group 2: Company Focus - MitoCareX Bio, a subsidiary of N2OFF, is developing small-molecule drugs targeting mitochondrial carriers, which are crucial for cellular energy metabolism and are involved in various diseases [4][6] - The company utilizes proprietary methods, including the MITOLINE algorithm, to model and validate drug targets within the SLC25A family [4] Group 3: Investment Strategy - N2OFF is also investing in European renewable energy assets, specifically solar projects, under a Ready to Build (RTB) business model [6] - The company is the lead investor in four solar projects across three EU countries, introduced by its subsidiary Solterra Renewable Energy Ltd [6]

Company Overview - N2OFF, Inc. is a drug discovery company that owns 100% of MitoCareX Bio Ltd., which focuses on developing small-molecule drugs targeting human mitochondrial carriers for inflammatory metabolic diseases [6] - N2OFF is also investing in solar energy assets through a Ready to Build (RTB) business model, currently leading four solar projects across three EU countries [6] MitoCareX Bio Developments - MitoCareX Bio has demonstrated preliminary in vitro data showing inhibition of pro-inflammatory responses in human immune cells using its proprietary MITOLINE discovery platform [1][2] - The company is advancing its most promising mitochondrial-targeted anti-inflammatory candidates toward pre-clinical studies while expanding the MITOLINE-powered discovery engine across additional mitochondrial carrier targets [5] Market Potential - The global market for anti-inflammatory drugs is projected to grow from approximately $122 billion in 2024 to nearly $275 billion by 2034, with a compound annual growth rate (CAGR) of about 8.4% [3] - Small-molecule immunomodulators are expected to expand from around $188 billion in 2025 to over $350 billion by 2035, indicating strong demand for targeted anti-inflammatory therapies [3] - Therapeutics for metabolic disorders, including key inflammatory metabolic diseases, are estimated to be around $77 billion in 2024 and forecasted to exceed $120 billion by 2030 [3] MITOLINE Algorithm - The MITOLINE algorithm addresses a critical bottleneck in mitochondrial drug discovery by providing reliable 3D comparative models of mitochondrial carrier proteins, facilitating the identification of novel small-molecule scaffolds [4] - This platform enables MitoCareX to characterize substrate translocation binding sites for virtual screening campaigns, supporting drug discovery in oncology, autoimmune, and metabolic-inflammatory diseases [4]

Core Insights - N2OFF, Inc. is focusing on drug discovery and solar energy investments, highlighting a new study on SLC25A mitochondrial carriers as potential biomarkers for spaceflight-induced dysfunctions [1][4] Group 1: Study Overview - The study titled "SLC25A mitochondrial carriers as biomarkers and therapeutic targets of spaceflight-induced dysfunction" was published on December 30, 2025, and examines the expression of 53 SLC25A genes under microgravity conditions [2] - The analysis found differential regulation of SLC25A carriers, suggesting their potential as biomarkers for mitochondrial dysfunction [3] Group 2: Company Focus and Strategy - MitoCareX Bio, a subsidiary of N2OFF, utilizes proprietary computational methods to model small-molecule modulators targeting the SLC25A family, which are crucial for cellular energy metabolism and cancer therapy resistance [4] - N2OFF owns 100% of MitoCareX Bio and has adopted a strategy focused on European renewable energy assets, currently investing in four solar projects across three EU countries [6]

Core Insights - N2OFF, Inc. is advancing its European portfolio through a partnership with Solterra Renewable Energy Ltd, focusing on solar energy projects in Germany [1][7] - The flagship German solar project is on track for approval in Q3 2026, with no objections during the public consultation phase [3][4] - An amendment to the development agreement has been executed, providing Solterra with $340,000 in advance funding while reducing development fees, potentially increasing profits by approximately $1.7 million [5][10] Project Development - The permitting process for the German solar project is nearing completion, with a clear development timeline maintained [4] - The project has successfully reduced regulatory risks and improved development economics, enhancing long-term project viability [6][7] Financial Implications - The transaction represents an efficient redeployment of capital, improving project economics and increasing embedded equity value [6] - Enhanced monetization optionality is anticipated, with multiple pathways for value realization expected to begin in H2 2026 [10]

Core Insights - N2OFF, Inc. is advancing its European portfolio through a partnership with Solterra Renewable Energy Ltd, focusing on solar energy assets and reducing permitting risks [1][5] Germany Update - The flagship project in Germany is on track for Q3 2026 approval, with no objections received during the public consultation phase, indicating strong regulatory support [9] - An amendment to the development agreement has been executed, providing Solterra with approximately €280,000 in advance funding, resulting in project-level savings exceeding $1.69 million [9] Italy Update - Formal planning applications for Sicilian battery storage projects have been submitted, with approvals targeted for H2 2026, contingent on the absence of material objections [4][9] - N2OFF will evaluate optimal value realization paths, including project sale or construction and operation, based on strategic partner decisions [4] Financial Highlights - The strategic renegotiation in Germany has optimized returns, demonstrating a disciplined and capital-efficient approach to project management [9] - The Italian battery storage projects are positioned for high-upside monetization flexibility, with options for sale or build-and-operate strategies [9]

Core Insights - N2OFF, Inc. has completed the acquisition of MitoCareX Bio Ltd., focusing on the precision oncology market and leveraging MitoCareX's proprietary MITOLINE algorithm for drug discovery [1][2][3] Company Overview - MitoCareX Bio Ltd. is a biotechnology company utilizing MITOLINE, an algorithm for 3D modeling of mitochondrial transport proteins, to develop therapies for difficult-to-treat cancers [2][4] - The company targets mitochondrial SLC25 transport proteins, which are crucial in the metabolic reprogramming of aggressive cancers like lung and pancreatic cancer, with a projected global therapeutic market exceeding $50 billion by 2026 [3][4] Strategic Direction - MitoCareX aims to optimize hit-to-lead medicinal chemistry and pharmacokinetic profiling in 2026, with the goal of nominating a preclinical development candidate [5] - The company is exploring strategic collaborations and licensing agreements to expand MITOLINE's applications, creating non-dilutive revenue opportunities [6][7] Long-Term Vision - The long-term strategy includes preparing for IND-enabling studies to transition MitoCareX toward clinical readiness while establishing MITOLINE as a scalable discovery engine [7][8] - MitoCareX's approach combines mitochondrial biology, computational modeling, and precision oncology, positioning it uniquely in the biotech sector [8][9] Innovation and Value Creation - The MITOLINE algorithm enables high-throughput in silico screening of small molecules, accelerating the drug discovery process [4][10] - The company aims to build a repeatable, data-driven discovery platform that transforms mitochondrial biology into sustained innovation and value creation [10][11]

Financial Performance - Revenues from product sales for the nine months ended September 30, 2025, were $68,000, a slight decrease from $69,000 for the same period in 2024[20] - The gross profit for the nine months ended September 30, 2025, was $49,000, compared to a gross loss of $41,000 in the same period of 2024[20] - The company reported a net loss attributable to stockholders of $5,273,000 for the nine months ended September 30, 2025, compared to a loss of $3,820,000 in the same period of 2024[20] - The operating loss for the nine months ended September 30, 2025, was $4,779,000, compared to a loss of $3,064,000 in the same period of 2024[20] - Total revenue for the nine months ended September 30, 2025, was $68,000, a decrease from $69,000 in the same period of 2024[202] - Total expenses for the nine months ended September 30, 2025, were $4,617,000, an increase from $2,806,000 for the same period in 2024[209] Assets and Liabilities - Total current assets increased to $8,656,000 as of September 30, 2025, compared to $3,404,000 as of December 31, 2024, representing a 154% increase[17] - Total liabilities rose to $2,350,000 as of September 30, 2025, from $892,000 as of December 31, 2024, marking a 163% increase[19] - Stockholders' equity increased to $8,930,000 as of September 30, 2025, from $4,749,000 as of December 31, 2024, reflecting an 88% increase[17] - The company reported total assets of $3,196 million as of September 30, 2025, an increase from $2,302 million as of December 31, 2024[76] Research and Development - Research and development expenses increased to $81,000 for the nine months ended September 30, 2025, up from $38,000 in 2024, indicating a 113% increase[20] - Research and development expenses for the nine months ended September 30, 2025, totaled $81,000, up from $38,000 in 2024[205] Shareholder Equity and Stock Activity - The weighted average number of shares outstanding increased to 689,725 for the nine months ended September 30, 2025, compared to 143,160 in 2024, indicating a significant increase in shares[20] - The company completed a 1-for-35 reverse stock split on September 22, 2025, to comply with Nasdaq's minimum bid price requirement[43] - The Company issued 48,691 shares and warrants to purchase 267,858 shares at an exercise price of $8.40, resulting in gross proceeds of $1,500[141] - The Company issued 418,261 shares of Common Stock valued at $1,672 under the SEPA II, resulting in gross consideration of $3,335 and a recorded amount of $1,662 in the statements of operations[160] Investments and Acquisitions - The company has committed to further investments in solar projects, with $1,559,000 allocated to a solar photovoltaic joint venture project as of September 30, 2025[17] - The Company completed the acquisition of 100% of MitoCareX on October 20, 2025, with an initial purchase price allocation estimating $4,506 of intangible assets and $5,792 of goodwill[171] - The Company purchased 70% of SBI4 shares, resulting in SBI4 becoming a majority-owned subsidiary[130] Financing and Debt - The Company entered into a loan agreement with MitoCareX for $250, bearing 3% interest, maturing in June 2025[93] - The Company entered into a credit facility agreement for up to €6,000 thousands (approximately $7,020), with €2,000 thousands allocated for a loan in Germany and €4,000 thousands for other projects[120] - The Company recognized share-based compensation of $2,141 for the nine months ended September 30, 2025, compared to $811 in the same period of 2024[169] Operational Challenges and Future Outlook - The company has an accumulated deficit of $40 million as of September 30, 2025, and expects to continue generating losses and negative cash flows for the foreseeable future[46][47] - The company is closely monitoring the ongoing geopolitical situation in Israel, which may impact its operations and financial results[55] - The company continues to assess the impact of the current conflict on its operations and the value of its assets[56] Expenses Breakdown - Professional services expenses for the nine months ended September 30, 2025, were $1,853,000, up from $1,602,000 in 2024, reflecting a growth of 15.66%[209] - Share-based compensation for the nine months ended September 30, 2025, was $2,141,000, significantly higher than $814,000 in 2024, indicating an increase of 163.78%[209] - Legal expenses for the nine months ended September 30, 2025, were $273,000, compared to $151,000 in 2024, representing an increase of 80.79%[209] - Salaries and related expenses for the nine months ended September 30, 2025, were $131,000, up from $34,000 in 2024, showing an increase of 285.29%[209] - Selling and marketing expenses for the nine months ended September 30, 2025, were $130,000, down from $179,000 in 2024[207] - General and administrative expenses primarily consist of professional services, share-based compensation, and salaries, contributing to overall operating expenses[208]

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the Ready to Build (RTB) business model, with investments in four solar projects across three EU countries [5]. - The company also controls approximately 98% of Save Foods Ltd., which specializes in post-harvest treatments for fruits and vegetables [6]. MitoCareX Overview - MitoCareX is a biotech firm dedicated to developing novel therapies for challenging cancers by targeting the mitochondrial SLC25 protein family [2]. - The company utilizes its proprietary algorithm, MITOLINE™, for 3D comparative modeling of mitochondrial proteins, aiding in the identification of anti-cancer small molecule therapeutics [2]. Merger Details - The acquisition of MitoCareX was finalized on October 20, 2025, with N2OFF purchasing ordinary shares for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Viewpoint - SciSparc Ltd. has completed the sale of its majority-owned subsidiary MitoCareX Bio Ltd. to N2OFF, Inc., marking a strategic shift in its business focus [1][3]. Company Overview - SciSparc Ltd. is a clinical-stage pharmaceutical company specializing in cannabinoid pharmaceuticals, with ongoing drug development programs targeting conditions such as Tourette syndrome, Alzheimer's disease, and autism spectrum disorder [5]. MitoCareX Details - MitoCareX is dedicated to developing novel therapies for difficult-to-treat cancers by targeting mitochondrial SLC25 protein family [2]. - The proprietary algorithm MITOLINE™ allows for reliable 3D comparative modeling of these proteins, facilitating the identification of potential anti-cancer therapeutics [2]. Transaction Details - The agreement with N2OFF involved the purchase of 6,622 shares of MitoCareX for $700,000, along with an exchange of remaining shares for 40% of N2OFF's fully diluted capital stock [3]. - The sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years post-closing [3]. - MitoCareX is now a wholly owned subsidiary of N2OFF, with its board reconstituted with N2OFF appointees [3]. Market Context - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a compound annual growth rate (CAGR) of 8.7% [2].

Core Viewpoint - N2OFF, Inc. has successfully completed the merger with MitoCareX Bio Ltd., expanding its portfolio into the biotech sector focused on cancer therapeutics [1][3]. Company Overview - N2OFF is a cleantech company primarily engaged in solar energy assets using the RTB (Ready to Build) business model, currently leading four solar projects across three EU countries [5]. - MitoCareX specializes in drug discovery targeting cancer therapeutics through the mitochondrial SLC25 protein family, utilizing its proprietary algorithm MITOLINE for 3D comparative modeling [2]. Merger Details - The acquisition closed on October 20, 2025, with N2OFF purchasing ordinary shares of MitoCareX for $700,000 and acquiring the remaining shares, making MitoCareX a wholly-owned subsidiary [3]. - The agreement stipulates that the sellers will receive 30% of N2OFF's financing proceeds, capped at $1.6 million, for five years, along with milestone-based issuances of up to 25% of N2OFF's common stock [3]. Market Potential - The Global Cancer Therapeutics and Biotherapeutics Market is projected to grow from $211.02 billion in 2025 to $378.62 billion by 2032, with a CAGR of 8.7% [2].