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 ...

Acquisition and Investments - The company is acquiring MitoCareX Bio Ltd. for $700,000, resulting in MitoCareX becoming a wholly-owned subsidiary [337]. - The company will issue shares representing 15.5%, 7.75%, and 16.75% on a fully-diluted basis to key stakeholders in MitoCareX as part of the acquisition [337]. - The company has committed to an initial investment of $1,000,000 in MitoCareX for ongoing research and development [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 established NITO Renewable Energy, Inc. to manage investments in the solar energy sector [344]. - 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]. - The company entered into a Purchase Agreement with an Investor to purchase up to $20 million of common stock over 36 months, with shares priced at 94% of the lowest VWAP for the three trading days following each Advance notice [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]. 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 [372]. - Cost of sales for the year ended December 31, 2024 was $165,000, an increase of $110,000, or 200%, compared to $55,000 for 2023 [373]. - Gross profit for the year ended December 31, 2024 was $45,000, a decrease of $163,000, or 78%, compared to $208,000 for 2023 [374]. - Research and development expenses for the year ended December 31, 2024 were $369,000, a decrease of $1,569,000, or 81%, compared to $1,938,000 for 2023 [375]. - Selling and marketing expenses for the year ended December 31, 2024 were $238,000, a decrease of $34,000, or 13%, compared to $272,000 for 2023 [376]. - General and administrative expenses for the year ended December 31, 2024 were $3,758,000, a decrease of $1,818,000, or 33%, compared to $5,576,000 for 2023 [377]. - Total net loss for the year ended December 31, 2024 was $5,347,000, compared to $7,260,000 for 2023, a decrease of $1,913,000, or 26% [379]. Cash Flow - Net cash used in operating activities was $3,419,000 for the year ended December 31, 2024, compared to $3,234,000 for 2023 [386]. - Net cash used in investing activities was $1,889,000 for the year ended December 31, 2024, compared to $1,519,000 for 2023 [387]. - Net cash provided by financing activities was $3,047,000 for the year ended December 31, 2024, compared to $3,473,000 for 2023 [388]. - As of March 29, 2024, the company has sold 28,333 shares of common stock at an average purchase price of $1.50 [391]. Financial Position and Concerns - 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].

Financial Performance - Revenues from product sales for the nine months ended September 30, 2024, were $69,481, down 56.0% from $157,618 for the same period in 2023[14]. - The company reported a net loss of $3,936,207 for the nine months ended September 30, 2024, compared to a net loss of $5,472,512 for the same period in 2023, indicating an improvement of approximately 28.1%[14]. - Comprehensive loss for the period was $(2,263,210) for September 30, 2024, compared to $(2,365,596) for September 30, 2023, indicating a decrease in losses[33]. - The operating loss for the three months ended September 30, 2024, was $469,759, compared to an operating loss of $1,978,992 for the same period in 2023[117]. - The Company reported a net loss of $3,036,028 for the three months ended September 30, 2023[119]. Assets and Liabilities - As of September 30, 2024, total current assets decreased to $3,371,137 from $5,465,621 as of December 31, 2023, representing a decline of approximately 38.3%[10]. - Total liabilities decreased to $518,764 as of September 30, 2024, from $785,653 as of December 31, 2023, a reduction of approximately 33.9%[12]. - The company’s cash and cash equivalents decreased to $2,749,851 as of September 30, 2024, down from $4,447,003 as of December 31, 2023, a decline of approximately 38.2%[10]. - The balance at September 30, 2023, was $1,445,558 in total equity, compared to $688,272 at December 31, 2022, showing an increase in equity[28]. - As of September 30, 2024, the company's long-lived assets totaled $68,640,000, a decrease from $123,149,000 as of December 31, 2023, representing a decline of approximately 44.5%[123]. Cash Flow - Net cash used in operating activities was $(2,927,148) for the nine months ended September 30, 2024, compared to $(2,258,869) for the same period in 2023, reflecting an increase in cash outflow[35]. - The company reported a decrease in cash flows from investing activities to $(1,373,044) for the nine months ended September 30, 2024, compared to $(1,519,559) for the same period in 2023[35]. - Cash, cash equivalents, and restricted cash at the end of the period were $2,772,981 for September 30, 2024, down from $4,478,174 at the beginning of the year[34]. Shareholder Information - The number of shares outstanding increased to 9,580,515 as of September 30, 2024, from 2,955,490 as of December 31, 2023, reflecting a significant increase due to a reverse stock split[12]. - The company has restated all shares and per share information in its financial statements to reflect a one-for-seven reverse stock split effective October 5, 2023[43][42]. - The Company issued 1,690,000 shares of common stock to executive officers and consultants, valued at $463,905, recorded as share-based compensation expenses[108]. - The Company issued 1,777,722 shares of common stock for $577,002 in October 2024, bringing the total shares issued under the SEPA II agreement to 6,666,667, which is the maximum allowed[124]. Strategic Developments - The company changed its name from "Save Foods, Inc." to "N2OFF, Inc." and its trading symbol from "SVFD" to "NITO" on March 19, 2024[8]. - The company has formed a new Israeli subsidiary, NTWO OFF Ltd., focusing on nitrous oxide, as part of its market expansion strategy[40]. - The company is actively pursuing partnerships, as evidenced by the securities exchange agreement with Plantify Foods, Inc., focusing on clean-label plant-based products[39]. - The Company plans to acquire MitoCareX Bio Ltd. for cash consideration of $700,000 and additional shares based on performance milestones[92]. - The acquisition of MitoCareX is contingent upon entering into a definitive agreement and meeting customary closing conditions[95]. Risks and Challenges - The company faces significant risks including ongoing geopolitical conflicts that may adversely affect operations and revenue generation[6]. - The ongoing conflict has led to a decrease in Israel's economic activity, which may adversely affect the company's business operations[52]. - The company has experienced delays in pilots and packaging activities due to the ongoing war, affecting its ability to pursue new collaborations[53]. - Operations at Plantify have ceased due to ongoing hostilities, with all employees placed on unpaid leave[54]. - Management believes existing cash will be sufficient to fund operations until the end of Q3 2025, raising substantial doubt about the company's ability to continue as a going concern[46]. Financing Activities - The company is seeking additional financing through equity securities or strategic partnerships to support its operations[47]. - The Company entered into a Standby Equity Purchase Agreement (SEPA II) with YA II PN, Ltd., allowing the purchase of up to $20 million in common stock over 36 months, with shares priced at 94% of the lowest VWAP for three consecutive trading days[97]. - As of September 30, 2024, the Company issued 4,888,945 shares under SEPA II, valued at $2,223,242, with gross consideration of $2,557,743[101]. - The Company entered into a Loan Agreement with Solterra Renewable Energy Ltd. for €375,000 (approximately $406,156) at a 7% interest rate, maturing in five years[85]. - The Company committed €1,560,000 (approximately $1,716,000) to a Loan and Partnership Agreement for solar energy projects, with a 7% interest rate[87]. Legal and Compliance - There were no changes in internal control over financial reporting that materially affected the company's controls during the reporting period[187].

Financial Performance - The company reported revenues from product sales of $60,377 for the six months ended June 30, 2024, a decrease of 61.7% compared to $157,618 for the same period in 2023[11]. - Gross profit for the six months ended June 30, 2024, was $26,615, down 69.7% from $87,865 in the prior year[11]. - The company incurred a net loss of $1,622,500 for the six months ended June 30, 2024, compared to a net loss of $2,436,484 for the same period in 2023, representing a 33.5% improvement[11]. - The company reported a basic and diluted loss per share of $0.49 for the six months ended June 30, 2024, compared to $2.8 for the same period in 2023[11]. - The company reported a comprehensive loss of $787,448 for the period ending June 30, 2024, compared to a loss of $1,713,678 for the same period in 2023, indicating a decrease in losses[16]. - The company reported a net loss of $(611,311) for the six months ended June 30, 2024, compared to a net loss of $(1,765,274) for the same period in 2023[70]. Assets and Liabilities - Total current assets as of June 30, 2024, were $5,463,727, slightly down from $5,465,621 as of December 31, 2023[9]. - Total liabilities increased to $1,594,040 as of June 30, 2024, compared to $785,653 at the end of 2023[10]. - The company’s accumulated deficit reached $30,917,247 as of June 30, 2024, up from $29,360,235 at the end of 2023[10]. - The company’s cash and cash equivalents were $4,467,529 as of June 30, 2024, compared to $4,447,003 at the end of 2023[9]. - As of June 30, 2024, the company's cash, cash equivalents, and restricted cash totaled $4,490,266, an increase from $3,017,403 at the end of the same period in 2023[23]. - The Company holds a convertible loan with a fair value of $1,164,500 as of June 30, 2024, which is part of its total assets valued at $1,931,129[44]. Operational Changes and Corporate Actions - The company changed its name from "Save Foods, Inc." to "N2OFF, Inc." and its trading symbol from "SVFD" to "NITO" on March 19, 2024[6]. - The company entered into a merger agreement on November 6, 2023, which was approved by stockholders and became effective on November 10, 2023, resulting in a change of corporate structure[25]. - A reverse stock split of one for seven was executed on October 5, 2023, affecting the outstanding common stock[28]. - The Company approved a credit facility of up to $250,000 to Plantify, of which $162,000 was borrowed as of June 30, 2024, at an interest rate of 8% per annum[54]. - The Company entered into a Loan Agreement to loan Solterra €500,000 (approximately $541,541) at an interest rate of 7% per annum[57]. Research and Development - The company’s research and development expenses for the six months ended June 30, 2024, were $127,556, a decrease from $135,765 in the same period of 2023[11]. Strategic Partnerships and Investments - The company has engaged in new strategic partnerships, including a securities exchange agreement with Plantify Foods, Inc., focusing on plant-based products[26]. - The Company entered into a Securities Exchange Agreement with Plantify, exchanging 19.99% of each other's capital stock[47]. - Following a rights offering, the Company increased its ownership in Plantify to approximately 23% by acquiring an additional 55,004,349 common shares[49]. - The Company agreed to lend C$1,500,000 (approximately US$1,124,000) to Plantify under a debenture with an 8% annual interest rate, repayable by October 4, 2024[48]. Impact of Geopolitical Conditions - The company’s operations are significantly impacted by geopolitical conditions in Israel, where most of its business activities are conducted[31]. - Following the attacks in October 2023, Israel's economic activity decreased, leading to supply chain disruptions and a rise in foreign currency exchange rates against the New Israel Shekel[34]. - Save Foods Ltd. experienced delays in pilots and packaging activities due to the war, impacting potential collaborations with packing houses[35]. - The ongoing conflict may lead to further disruptions in operations and financial results for the Company[34]. - The Company is monitoring the situation and assessing its impact on operations and asset values[36]. Cash Flow and Financing Activities - The company incurred a net cash used in operating activities of $2,037,468 for the six months ended June 30, 2024, compared to $1,634,418 for the same period in 2023, reflecting increased operational costs[23]. - The company reported a significant decrease in cash flows from investing activities, with net cash used amounting to $161,886 for the six months ended June 30, 2024, compared to $1,101,669 in the same period of 2023[23]. Stock and Compensation - The Company issued 1,170,813 shares of common stock valued at $977,044 under the Standby Equity Purchase Agreement during the six months ended June 30, 2024[59]. - The Company recorded share-based compensation expenses of $187,935 related to shares issued to service providers during the six months ended June 30, 2024[63]. - The outstanding stock options as of June 30, 2024, were 27,518, with a weighted average exercise price of $23.69[65]. - Directors' compensation for the six months ended June 30, 2024, was $170,275, a decrease from $192,789 in the same period of 2023[67]. Revenue Sources - Revenue from Israel increased significantly to $19,303 for the six months ended June 30, 2024, compared to $5,221 in the same period of 2023[70]. - The company reported a significant increase in sales from Peru, generating $2,100 for the six months ended June 30, 2024, compared to no sales in the same period of 2023[70]. - Sales to Customer B were $38,974 for the six months ended June 30, 2024, compared to $41,554 in the same period of 2023[72].

Financial Performance - Total revenues for Q1 2024 were $43,831, a decrease of 63.7% compared to $121,010 in Q1 2023[23] - Gross profit for Q1 2024 was $15,851, down 79.8% from $78,264 in Q1 2023[23] - Net loss for Q1 2024 was $822,358, compared to a net loss of $1,721,549 in Q1 2023, representing a 52.2% improvement[23] - Operating loss for Q1 2024 was $899,066, an improvement from an operating loss of $1,743,653 in Q1 2023[23] - Basic and diluted loss per share improved to $(0.26) in Q1 2024 from $(2.46) in Q1 2023[23] - Total comprehensive loss for the three months ended March 31, 2024, was $822,358, a decrease of $899,191 or 52% compared to $1,721,549 for the same period in 2023[127] Cash and Assets - Cash and cash equivalents decreased to $3,490,095 as of March 31, 2024, from $4,447,003 at the end of 2023, a decline of 21.6%[21] - Total assets decreased to $6,265,748 as of March 31, 2024, down 13.5% from $7,244,231 at the end of 2023[21] - Stockholders' equity decreased to $5,699,908 as of March 31, 2024, from $6,458,578 at the end of 2023, a decline of 11.8%[21] - As of March 31, 2024, the company's total assets measured at fair value amount to $1,739,404, with $627,704 in Level 1 assets and $1,111,700 in Level 3 assets[62] - The fair value of Level 1 assets decreased by $13,857 from December 31, 2023, to March 31, 2024[62] Strategic Actions and Partnerships - The company completed a merger and name change to N2OFF, Inc. effective March 19, 2024, following stockholder approval[33] - The company entered into a securities exchange agreement with Plantify Foods, Inc. on March 31, 2023, focusing on plant-based products[35] - The company is exploring financing through additional equity securities or strategic partnerships, but there is substantial doubt about its ability to secure sufficient funds[43] - The company has entered into a Standby Equity Purchase Agreement (SEPA II) with an investor to purchase up to $20 million in common stock over 36 months, with shares priced at 94% of the lowest volume weighted average trading price[75] - The company has entered into a credit facility with Plantify, allowing for borrowing up to $250,000 at an interest rate of 8% per annum[94] Operational Challenges - The ongoing Israel-Hamas conflict has disrupted business operations, supply chains, and manpower availability, potentially affecting financial results[48] - The company experienced delays in pilots and packaging activities due to the war, impacting potential collaborations[49] - The company has incurred significant losses with an accumulated deficit of $30 million since inception[41] - Management expects continued losses and negative cash flows, projecting existing cash will fund operations until the end of Q2 2025[42] Expenses and Cost Management - Research and development expenses for the three months ended March 31, 2024, were $115,866, a decrease of $3,042 or 3% compared to $118,908 for the same period in 2023, attributed to cost reduction measures[122] - Selling and marketing expenses for the three months ended March 31, 2024, were $57,248, a decrease of $11,898 or 17% compared to $69,146 for the same period in 2023, mainly due to reduced personnel costs[124] - General and administrative expenses for the three months ended March 31, 2024, were $741,803, a decrease of $892,060 or 55% compared to $1,633,863 for the same period in 2023, primarily due to lower share-based compensation and professional services[125] Shareholder and Stock Information - The company issued 10,000 and 18,333 shares of common stock to the investor in March 2024 for a total consideration of $39,950[78] - As of March 31, 2024, the company had outstanding stock options totaling 27,518, with an average exercise price of $23.69 and an aggregate intrinsic value of $0[81] - The company issued a $1,500,000 promissory note to YA II PN, Ltd., with proceeds of $1,455,000, reflecting a 3% original issue discount[106] - The company issued 3,508 shares of common stock to a consultant for services, exempt from registration requirements[150] Compliance and Internal Controls - As of March 31, 2024, the company's disclosure controls and procedures were evaluated as effective by the Principal Executive Officer and Principal Financial Officer[143] - There were no changes in internal control over financial reporting that materially affected the company during the reporting period[144] - The company had no pending legal proceedings involving any directors, officers, or significant shareholders[146] - The company is classified as a smaller reporting company and is not required to provide certain disclosures under the Exchange Act[142] - The report includes various certifications pursuant to the Sarbanes-Oxley Act by the Principal Executive Officer and Principal Financial Officer[154]

Financial Performance - Total revenue for the year ended December 31, 2023 was $263,445, a decrease of 33% compared to $394,004 in 2022[362] - Gross profit for 2023 was $208,267, down 12% from $235,691 in 2022[364] - The total net loss for 2023 was $7,259,918, an increase of 26% compared to $5,779,841 in 2022[370] - The company incurred a net loss of $7,259,918 for the year ended December 31, 2023, with net cash used in operating activities decreasing to $3,232,759 from $5,097,126 in 2022[381] - Cash balance as of December 31, 2023 was $4,447,003, down from $5,700,709 in 2022[376] - Working capital decreased to $4,687,149 as of December 31, 2023, compared to $5,557,595 in 2022[376] - As of December 31, 2023, the company had an accumulated deficit of $29,360,235 and expects to incur losses for the foreseeable future, raising substantial doubt about its ability to continue as a going concern[388] Expenses - Research and development expenses increased by 151% to $1,938,234 in 2023, primarily due to IPR&D costs associated with a transaction with Yaaran Investment Ltd.[365] - Selling and marketing expenses decreased by 52% to $271,966 in 2023, reflecting cost reduction measures implemented by the company[366] - General and administrative expenses rose by 18% to $5,575,843 in 2023, mainly due to increased share-based compensation[367] - Net cash used in investing activities increased significantly to $1,519,560 in 2023, compared to $51,689 in 2022, primarily due to investments in Plantify[382] - The company provided $3,472,712 from financing activities in 2023, a decrease from $4,094,940 in 2022, attributed to lower proceeds from equity offerings[383] Corporate Actions - The company executed a securities exchange with Plantify, issuing 166,340 shares of common stock, representing 19.99% of its outstanding capital stock[377] - The company completed a reincorporation from Delaware to Nevada on November 6, 2023, which became effective on The Nasdaq Capital Market on November 10, 2023[391] - The company plans to change its name to N2OFF, Inc. to better reflect future business expansion, effective March 19, 2024[399] - The company appointed Liat Sidi and Asaf Itzhaik to its board of directors in November and December 2023, respectively[397][398] Future Plans and Investments - The company aims to become a global leader in eco-friendly solutions for the food industry, focusing on reducing spoilage and food loss[350] - The company purchased an additional 55,004,349 common shares of Plantify at C$0.01 per share, increasing its ownership to approximately 23%[379] - The company entered into a Standby Equity Purchase Agreement on December 22, 2023, allowing for the purchase of up to $20 million of common stock over 36 months at 94% of the lowest volume-weighted average price[392] - The company has the option to request pre-advances of up to $3,000,000 under the Purchase Agreement, with each pre-advance subject to a 3% discount and an 8% annual interest rate[387]

Financial Performance - Revenues from product sales for the nine months ended September 30, 2023, were $157,618, down from $169,943 for the same period in 2022, a decrease of about 7.7%[21] - The net loss for the nine months ended September 30, 2023, was $5.47 million, compared to a net loss of $4.37 million for the same period in 2022, indicating an increase in losses of approximately 25%[21] - The company reported a comprehensive loss of $5,472,512 for the nine months ended September 30, 2023, compared to a loss of $4,372,949 for the same period in 2022, indicating an increase in losses of approximately 25%[29] - The company reported a comprehensive loss for the period of $3,036,028 for the nine months ended September 30, 2023, compared to a loss of $1,769,175 for the same period in 2022, indicating a worsening of approximately 71%[29] Assets and Equity - As of September 30, 2023, total assets decreased to $5.25 million from $6.49 million as of December 31, 2022, representing a decline of approximately 19.2%[18] - Total stockholders' equity decreased to $4.62 million as of September 30, 2023, from $5.74 million as of December 31, 2022, a decrease of about 19.5%[18] - Total stockholders' equity decreased to $4,617,830 as of September 30, 2023, down from $7,112,779 as of September 30, 2022, reflecting a decline of about 35%[26] - Cash and cash equivalents decreased to $1.93 million as of September 30, 2023, from $5.70 million as of December 31, 2022, a decline of approximately 66%[18] - Cash and cash equivalents at the end of the period were $1,980,829, a significant decrease from $6,739,686 at the end of September 2022, marking a decline of approximately 71%[29] Expenses - Research and development expenses surged to $1.83 million for the nine months ended September 30, 2023, compared to $521,239 for the same period in 2022, reflecting an increase of about 250%[21] - The company incurred selling and marketing expenses of $217,907 for the nine months ended September 30, 2023, down from $440,156 for the same period in 2022, a decrease of approximately 50.5%[21] - General and administrative expenses for the nine months ended September 30, 2023, totaled $1,116,165, with share-based compensation accounting for $497,905[92] - The company recorded share-based compensation expenses of $59,695 for the nine months ended September 30, 2023[73] - The company recorded share-based compensation expenses of $678,000 for the equity grant to executive officers, employees, directors, and consultants during the nine months ended September 30, 2023[81] Shareholder Actions - The company issued shares to employees and service providers amounting to $1,243,160 during the nine months ended September 30, 2023, compared to $641,463 in the same period of 2022, representing a 94% increase[29] - The company’s total shares outstanding increased from 679,687 as of September 30, 2022, to 1,445,558 as of September 30, 2023, reflecting a growth of approximately 113%[26] - The Company completed an underwritten public offering of 1,090,909 shares in May 2021, raising net proceeds of $10,457,862[31] - The Company completed a public offering of 1,600,000 shares for net proceeds of $4,103,330 on August 15, 2022[32] - On October 2, 2023, stockholders approved an amendment to increase the number of shares authorized under the 2022 Share Incentive Plan by 928,572 shares[102] Strategic Initiatives - The company is focusing on establishing strategic partnerships and expanding its global distribution network to enhance market presence[10] - Future growth may be impacted by the company's ability to achieve regulatory approvals in multiple countries, including the U.S. and several Latin American nations[10] - The Company has committed up to $1.2 million to support Nitrousink's commercialization efforts in collaboration with the Government of Israel[38] Financing and Debt - The Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., allowing the Investor to purchase up to $3.5 million shares of Common Stock over 40 months at 94% of the lowest VWAP prior to each advance notice[12][85] - The company has a commitment amount of $3.5 million under a Purchase Agreement, with the ability to request advances up to $700,000[83] - The interest rate on the promissory note under the Purchase Agreement is set at 8% per annum[83] - The Company incurred an accumulated deficit of $28 million and has financed operations mainly through equity issuance[40] Going Concern - The Company has substantial doubt regarding its ability to continue as a going concern if sufficient financing is not secured[41] - Management expects continued losses and negative cash flows, with existing cash projected to fund operations until mid-Q3 2024[41] Market Conditions - Following the recent conflict in Israel, the Company anticipates potential adverse effects on its operations and economic standing due to disruptions in supply chains and manpower shortages[100][101] Miscellaneous - A one for seven reverse stock split was executed on October 5, 2023, affecting the Company's outstanding Common Stock[33] - The Company executed a reverse stock split of its Common Stock at a ratio of no less than 1-for-7 and no more than 1-for-10, effective October 5, 2023[102] - The fair value of the Company's investment in Plantify as of September 30, 2023, is $1,252,178, with changes in fair value reflecting a decrease of $95,512[55][57] - The fair value of the conversion feature loan as of September 30, 2023, was estimated at $42,700, with an expected volatility of 125.10% and a risk-free interest rate of 5.32%[66] - For the period from April 5, 2023, to September 30, 2023, the company recorded an unrealized loss of $87,576 on investment in a nonconsolidated subsidiary[70] - Plantify's revenue for the same period was $292,000, with a net loss of $1,612,000 and a loss from continuing operations of $942,000[71] - As of September 30, 2023, the company's current assets were $2,305,000, while current liabilities stood at $2,537,000[71] - The Company issued 20,000 shares of Common Stock to an Investor on November 6, 2023[104] - A consultant received 1,286 shares of Common Stock for services provided on November 8, 2023[104] - Liat Sidi was appointed as a Class II Director on November 12, 2023, serving until the 2026 annual meeting[104] - The board determined that Ms. Sidi is independent with no family relationships to other directors or executives[104] - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[177]

Financial Performance - Total revenues from product sales for the six months ended June 30, 2023, were $157,618, an increase of 32.8% compared to $118,710 for the same period in 2022[20] - Gross profit for the six months ended June 30, 2023, was $87,865, representing a gross margin of 55.7%, compared to $63,863 and a gross margin of 53.8% for the same period in 2022[20] - The net loss attributable to the company's stockholders for the six months ended June 30, 2023, was $2,423,183, a decrease from a net loss of $2,586,420 for the same period in 2022[20] - For the six months ended June 30, 2023, the net loss was $2,436,484, an improvement from a net loss of $2,603,774 in the same period of 2022, representing a decrease of approximately 6.4%[27] - The company reported a basic and diluted loss per share of $0.42 for the six months ended June 30, 2023, compared to $0.91 for the same period in 2022[20] Expenses - Research and development expenses for the six months ended June 30, 2023, were $135,765, significantly reduced from $322,738 for the same period in 2022[20] - Selling and marketing expenses decreased to $157,921 for the six months ended June 30, 2023, from $323,049 in the same period of 2022, reflecting a cost reduction strategy[20] - The company reported a decrease in general and administrative expenses, totaling $438,030 in 2023 compared to $446,737 in 2022, with directors' compensation rising to $192,789 from $156,913[79] - Share-based compensation expenses for the six months ended June 30, 2023, totaled $678,000, primarily from the issuance of 1,000,000 shares of Common Stock[66] - The Company recorded costs of $14,247 related to stock-options compensation for employees and directors for the six months ended June 30, 2023[75] Cash Flow and Liquidity - Cash and cash equivalents as of June 30, 2023, were $2,969,707, down from $5,700,709 as of December 31, 2022[18] - Net cash used in operating activities was $1,634,418, a reduction from $2,355,007 in the prior year, indicating a decrease of about 30.6%[27] - The cash, cash equivalents, and restricted cash at the end of the period stood at $3,017,403, down from $4,428,720 at the end of the same period in 2022, a decline of approximately 31.9%[27] - Management anticipates that existing cash will be sufficient to fund operations until the middle of the third quarter of 2024, indicating a potential liquidity concern[34] Assets and Investments - Total assets decreased to $6,162,930 as of June 30, 2023, from $6,492,213 as of December 31, 2022[18] - The fair value of the investment in Plantify as of June 30, 2023, was reported at $903,371, reflecting a decrease of $26,429 since initial recognition[51] - The convertible loan's fair value increased to $1,149,900 as of June 30, 2023, with a change in fair value of $128,600 during the period[51] - The Company holds a 16.6% equity investment in Plantify, which is accounted for under the equity method, with fair value changes recognized in earnings[57] - As of June 30, 2023, Plantify's current assets were $1,178,000, while current liabilities stood at $2,365,000, indicating a working capital deficit[63] Strategic Partnerships and Agreements - The company is focused on establishing strategic partnerships and expanding its global distribution network to enhance market presence and product acceptance[12] - The company entered into a Securities Exchange agreement with Plantify on March 31, 2023, resulting in the issuance of 1,164,374 shares of common stock to Plantify, representing 19.99% of Save Foods' outstanding capital stock[54] - Save Foods agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify under a debenture with an 8% annual interest rate, repayable over approximately 18 months[56] - A Standby Equity Purchase Agreement was entered into on July 23, 2023, allowing for the purchase of up to $3.5 million in common stock over 40 months[88] - The company has committed to support NewCo's commercialization efforts with up to $1.2 million in three conditional installments[93] Sales Performance - Sales in Mexico significantly increased to $109,824,000 in the first half of 2023, up 53.4% from $71,549,000 in 2022[83] - Sales to single customers exceeding 10% of total sales amounted to $151,378,000 for the first half of 2023, compared to $107,497,000 in 2022[84]

Financial Performance - Revenues from product sales for Q1 2023 were $121,010, compared to $87,630 in Q1 2022, representing an increase of 38%[20] - Gross profit for Q1 2023 was $78,264, up from $45,781 in Q1 2022, indicating a growth of 71%[20] - Operating loss for Q1 2023 was $1,743,653, compared to a loss of $1,345,674 in Q1 2022, reflecting an increase in losses of approximately 30%[20] - Net loss attributable to the Company's stockholders' equity for Q1 2023 was $1,713,678, compared to $1,329,750 in Q1 2022, which is an increase of about 29%[20] - For the three months ended March 31, 2023, the net loss was $1,721,549, compared to a net loss of $1,339,770 for the same period in 2022, representing an increase of approximately 28.5%[25] Cash and Assets - Cash and cash equivalents as of March 31, 2023, were $4,595,838, down from $5,700,709 as of December 31, 2022, a decrease of approximately 19%[18] - Total assets decreased to $5,471,548 as of March 31, 2023, from $6,492,213 as of December 31, 2022, a decline of about 16%[18] - Total cash, cash equivalents, and restricted cash decreased from $5,699,882 at the end of Q1 2022 to $4,644,600 at the end of Q1 2023, a decline of approximately 18.5%[25] Liabilities and Equity - Total liabilities as of March 31, 2023, were $696,922, down from $754,872 as of December 31, 2022, a decrease of approximately 8%[18] - The number of shares outstanding increased to 4,658,726 as of March 31, 2023, from 4,614,726 as of December 31, 2022[18] Expenses - Research and development expenses for Q1 2023 were $118,908, down from $209,362 in Q1 2022, a reduction of approximately 43%[20] - Selling and marketing expenses decreased to $69,146 in Q1 2023 from $178,136 in Q1 2022, a decrease of about 61%[20] Future Outlook - The company has an accumulated deficit of $25 million and expects to continue generating losses and negative cash flows for the foreseeable future[31][32] - Management believes existing cash will be sufficient to fund operations until mid-Q3 2024, indicating substantial doubt about the company's ability to continue as a going concern[32] - The company plans to secure additional financing through the sale of equity securities or strategic partnerships[33] Stock and Financing Activities - As of March 31, 2023, the company had 234,674 stock options outstanding with an average exercise price of $3.00[44] - The company issued 1,000,000 shares of Common Stock in April 2023, valued at approximately $678,000 based on the share price at the time of issuance[43] - On March 31, 2023, the Company entered into a Securities Exchange agreement with Plantify, resulting in the issuance of 1,164,374 shares of Common Stock to Plantify, representing 19.99% of Save Foods' outstanding capital stock prior to the Closing[58] - Plantify issued 30,004,349 common shares to the Company, also representing 19.99% of Plantify's outstanding capital stock prior to the Closing[58] - The Company agreed to lend C$1,500,000 (approximately $1,124,000) to Plantify at an annual interest rate of 8%, repayable over approximately 18 months[59] - The Debenture has a maturity date of October 4, 2024, with the Principal convertible into common shares of Plantify at C$0.05 per share within the first year[59] - On April 3, 2023, the Company issued 147,059 restricted shares of Common Stock to EU Agritech[60] - The Company issued 19,000 shares of Common Stock following Board approval on April 3, 2023[60] - An equity grant of 1,000,000 shares of Common Stock was approved for executive officers, employees, directors, and consultants on April 3, 2023[60]

Financial Performance - Total revenue for the year ended December 31, 2022 was $394,004, a decrease of $44,137, or 10%, compared to $438,141 in 2021[369] - Cost of sales for 2022 was $158,313, an increase of $22,370, or 16%, compared to $135,943 in 2021[371] - Gross profit for 2022 was $235,691, a decrease of $66,507, or 22%, compared to $302,198 in 2021[372] - Total comprehensive loss for 2022 was $5,779,841, an increase of $914,465, or 19%, compared to $4,865,376 in 2021[377] Expenses - Research and development expenses for 2022 were $770,826, an increase of $232,142, or 43%, compared to $538,684 in 2021[373] - Selling and marketing expenses for 2022 were $567,598, an increase of $367,299, or 183%, compared to $200,299 in 2021[374] - General and administrative expenses for 2022 were $4,716,909, an increase of $450,055, or 11%, compared to $4,266,854 in 2021[375] Cash Flow - Net cash used in operating activities for 2022 was $5,097,126, an increase of $983,819 compared to $4,113,307 in 2021[386] - Cash balance as of December 31, 2022 was $5,700,709, a decrease from $6,750,938 as of December 31, 2021[385] - Net cash provided by financing activities for 2022 was $4,094,940, a decrease from $10,725,016 in 2021[388] Financing Activities - The company entered into a Securities Purchase Agreement on June 24, 2020, issuing 67,369 units at a price of $7.63 per unit, consisting of one share of Common Stock and one warrant with an exercise price of $8.40[390] - On September 23, 2020, the company issued 13,107 units at a price of $7.63 per unit to Medigus, with an additional investment of up to $25,000 contingent on a proof of concept procedure[392] - The company raised $125,000 through convertible promissory notes in September 2020, with a 5% annual interest rate, maturing in three years or upon a deemed liquidation event[393] - In October 2020, the company entered into convertible loan agreements for an aggregate principal amount of $100,000, also bearing a 5% interest rate and following a similar repayment structure as the September 2020 Notes[395] - The January 2021 Notes raised $274,000 with the same terms as previous convertible notes, including a 5% interest rate and a three-year maturity[396] Future Outlook - As of December 31, 2022, the company's cash and cash equivalents were $5,700,709, expected to fund operations until at least December 2024[399] - Future capital requirements will depend on the progress and costs of research and development, manufacturing costs, and regulatory approval timelines[400]