Save Foods(SVFD) - 2024 Q3 - Quarterly Report

Financial Performance - Revenues from product sales for the nine months ended September 30, 2024, were $69,481, down 56.0$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$518,764 as of September 30, 2024, from $785,653 as of December 31, 2023, a reduction of approximately 33.9$2,749,851 as of September 30, 2024, down from $4,447,003 as of December 31, 2023, a decline of approximately 38.2$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 $123,149,000 as of December 31, 2023, representing a decline of approximately 44.5$(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$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].