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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, 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 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 13, 2025, the registrant had 2,712,883 shares of common stock, par value $0.0001 per share, outstanding (as adjusted following the reverse split of the Company’s common stock at a ratio of 1:35 that became effective on September 22, 2025).

N2OFF, Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION		4

Item 1.	Condensed Consolidated Interim Financial Statements (unaudited)	4

	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 - 29

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39

Item 4.	Control and Procedures	39

PART II - OTHER INFORMATION		40

Item 1	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3	Defaults Upon Senior Securities	40

Item 4	Mine Safety Disclosures	40

Item 5	Other Information	40

Item 6.	Exhibits	40

SIGNATURES		41

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 efforts to complete and integrate current and/or future acquisitions and joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth.

●	Regulatory and compliance changes may adversely impact Solterra’s operations and our joint venture value.

●	Joint venture and partnership risks may affect Solterra’s projects and our joint venture value.

●	Our ability to implement potential synergies between us and MitoCareX.

●	Operational and business opportunities available to us following the acquisition of MitoCareX.

●	International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States or Israel.

●	The evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or experience other financial harm to our business and financial condition.

●	Conditions in Israel, including the recent ceasefire following Israel’s conflicts with Hamas and other parties in the region, as well as ongoing political and economic instability, may adversely affect our operations and limit our ability to market our products, which could lead to a decrease in revenues.

●	Inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities;

●	Our ability to attract and retain sufficient, qualified personnel;

●	Our ability to obtain or maintain patents or other appropriate protection for the intellectual property;

●	Our ability to adequately support future growth;

●	Potential product liability or intellectual property infringement claims;

●	The effect of climate change conditions, on our business operations and financial results;

●	Portfolio concentration;

●	International expansion of our business and operations; and

●	Information with respect to any other plans and strategies for our business;

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.

As used in this Quarterly Report and unless otherwise indicated, the terms “N2OFF,” “we,” “us,” “our,” or “our company” refer to N2OFF, Inc., our 98.48% owned subsidiary, Save Foods Ltd. (“Save Foods”), and our wholly owned subsidiary, NITO Renewable Energy, Inc, which owns 70% of SB Storage 1 S.R.L. Accordingly, the foregoing does not include MitoCareX Bio Ltd. (“MitoCareX”), which company became a wholly-owned subsidiary of ours on October 20, 2025.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

N2OFF, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF SEPTEMBER 30, 2025

USD IN THOUSANDS

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED):

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 - 29

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

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

	September 30,			December 31,
	2025			2024
Assets
Current Assets
Cash and cash equivalents		6,044			2,154
Restricted cash		26			24
Investment in marketable securities (Note 5 (2))		240			307
Accounts receivable, net of allowance for doubtful account of $47 and $42 as of September 30, 2025 and December 31, 2024, respectively.		2			143
Short term loan (Note 4, 5 (1))		1,397			234
Inventories		16			21
Prepaid expenses		840			464
Other current assets		91			26
Assets of discontinued operations (Note 9)		-			31
Total Current assets		8,656			3,404

Long term prepaid expenses		286			244
Right-of-use asset arising from operating leases		20			8
Property and equipment, net		40			48
Investment in nonconsolidated affiliate (Note 3)		-			603
Long term loan		-			350
Solar photovoltaic joint venture project (Note 6)		1,559			808
Solar projects under development (Note 8)		465			-
Total assets		11,026			5,465
Liabilities and Shareholders’ Equity
Current Liabilities
Short term loan (Note 10 (4))		1,114			-
Accounts payable		34			48
Current warrant liabilities		182			312
Other liabilities		728			429
Liabilities of discontinued operations (Note 9)		-			103
Total current liabilities		2,058			892

Non current operating lease liabilities		11			-
Credit facility (Note 7)		10			-
Stock purchase warrants liability (Note 10(1))		271			-
Total liabilities		2,350			892
Stockholders’ Equity (**)
Common stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of September 30, 2025 and December 31, 2024; issued and outstanding 1,371,541 and 344,741 shares as of September 30, 2025 and December 31, 2024, respectively.^(**)		-*			-*
Preferred stock, $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of September 30, 2025 and December 31, 2024; issued and outstanding 0 shares as of September 30, 2025 and December 31, 2024. ^(**)		-			-
Additional paid-in capital ^(**)		48,794			39,328
Foreign currency translation adjustments ^(**)		(38	)		(26	)
Accumulated deficit ^(**)		(39,826	)		(34,553	)
Total Company’s stockholders’ equity ^(**)		8,930			4,749
Non-controlling interests ^(**)		(254	)		(176	)
Total stockholders’ equity ^(**)		8,676			4,573
Total liabilities and stockholders’ equity		11,026			5,465

(*)

Less than $1 thousand.

(**)

Adjusted to reflect one (1) for thirty-five (35) reverse stock split in September 2025 (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 COMPREHENSIVE LOSS

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


	Nine months ended						Three months ended
	September 30						September 30
	2025			2024			2025			2024

Revenues from sales of products		68			69			2			9
Cost of sales		(19	)		(110	)		(2	)		(77	)
Gross profit (loss)		49			(41	)		-			(68	)
Research and development expenses		(81	)		(38	)		(52	)		(19	)
Selling and marketing expenses		(130	)		(179	)		(34	)		(65	)
General and administrative expenses		(4,617	)		(2,806	)		(1,240	)		(1,284	)
Operating loss		(4,779	)		(3,064	)		(1,326	)		(1,436	)
Financing income (expenses), net		(1,832	)		(116	)		183			(41	)
Other income, net (Note 10(4))		1,665			353			1,662			248
Changes in fair value of investments measured under the fair value option (Notes 3,4,5,6), net		(493	)		(857	)		(149	)		(971	)
Net gain (loss) from continuing operations		(5,439	)		(3,684	)		370			(2,200	)
Gain (loss) from discontinued operations (Note 9)		44			(252	)		-			(114	)
Net gain (loss)		(5,395	)		(3,936	)		370			(2,314	)
Less: net Loss attributable to non-controlling interests		122			116			59			50
Net gain (loss) attributable to the Company’s stockholders’ equity		(5,273	)		(3,820	)		429			(2,264	)

Gain (loss) per share from continuing operations (basic) (*)		(7.71	)		(26.69	)		0.45			(13.59	)
Gain (loss) per share from discontinued operations (basic) (*)		0.06			(1.76	)		-			(0.68	)
Total gain (loss) per share (basic)		(7.65	)		(28.45	)		0.45			(14.27	)

Weighted average number of shares of Common Stock outstanding - basic (*)		689,725			143,160			943,275			166,502

Gain (loss) per share from continuing operations (diluted) (*)		(8.29	)		-			0.97			-
Gain (loss) per share from discontinued operations (diluted) (*)		0.06			-			-			-
Total gain (loss) per share (diluted)		(8.23	)		-			0.97			-

Weighted average number of shares of Common Stock outstanding – diluted (*)		797,227			-			967,487			-
Comprehensive gain (loss):
Net gain (loss)		(5,395	)		(3,936	)		370			(2,314	)
Other comprehensive income (loss) - Foreign currency translation adjustments		(17	)		-			(3	)		-
Comprehensive gain (loss)		(5,412	)		(3,936	)		367			(2,314	)
Net - loss attributable to non-controlling interests		122			116			59			50
Other comprehensive income (loss) attributable to non-controlling interests -foreign currency translation adjustments		5			-			(1	)		-
Comprehensive gain (loss) attributable to the Company’s stockholders		(5,285	)		(3,820	)		425			(2,264	)

(*)

Adjusted to reflect one (1) for thirty-five (35) reverse stock split in September 2025 (see note 1B).

Amounts presented for 2025 and 2024 related to comprehensive gain (loss) have not been recast to exclude discontinued operations

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 in thousands, 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, 2024		344,741		-*		39,328		(26	)		(34,553	)		4,749			(176	)		4,573

Issuance of shares for private investment in public equity (PIPE) agreement		143,577		-*		1		-			-			1			-			1
Warrant exercises		20,835		-*		387		-			-			387			-			387
Share based compensation		-		-		-*		-			-			-*			-*			-*
Foreign currency translation adjustments		-		-		-		(4	)		-			(4	)		(2	)		(6	)
Comprehensive loss for the period		-		-		-		-			(1,193	)		(1,193	)		(64	)		(1,257	)
BALANCE AT MARCH 31, 2025		509,153		-*		39,716		(30	)		(35,746	)		3,940			(242	)		3,698

Issuance of shares for services		125,717		-*		1,955		-			-			1,955			-			1,955
Issuance of shares for purchase agreement		19,305		-*		300		-			-			300			-			300
Warrant exercises		205,960		-*		4,085		-			-			4,085			-			4,085
Share based compensation		-		-		-*		-			-			-*			-*			-*
Foreign currency translation adjustments		-		-		-		(6	)		-			(6	)		(2	)		(8	)
Deconsolidation of NTWO OFF Ltd		-		-		-		-			-			-			29			29
Comprehensive loss for the period		-		-		-		-			(4,509	)		(4,509	)		1			(4,508	)
BALANCE AT JUNE 30, 2025		860,135		-*		46,056		(36	)		(40,255	)		5,765			(214	)		5,551
Balance		860,135		-*		46,056		(36	)		(40,255	)		5,765			(214	)		5,551

Issuance of shares for services		85,716		-*		714		-			-			714			-			714
Issuance of shares for purchase agreement		418,261		-*		1,672		-			-			1,672			-			1,672
Warrant exercises		7,429		-*		127		-			-			127			-			127
Capital contribution from non-controlling interests		-		-		48		-			-			48			20			68
Commitment to issue shares		-		-		177		-			-			177			-			177
Share based compensation		-		-		-*		-			-			-*			-*			-*
Foreign currency translation adjustments		-		-		-		(2	)		-			(2	)		(1	)		(3	)
Comprehensive income for the period		-		-		-		-			429			429			(59	)		370
BALANCE AT SEPTEMBER 30, 2025		1,371,541		-*		48,794		(38	)		(39,826	)		8,930			(254	)		8,676
Balance		1,371,541		-*		48,794		(38	)		(39,826	)		8,930			(254	)		8,676

(*)

Less than $1 thousand.

(**)

Adjusted to reflect one (1) for thirty-five (35) reverse stock split in September 2025 (see note 1B).

N2OFF, INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(U.S, dollars in thousands, 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		84,643		-*		35,866		(26	)		(29,360	)		6,480			(22	)		6,458

Issuance of shares for standby equity purchase agreement II		810		-*		40		-			-			40			-			40
Issuance of shares to services providers		138		-		24		-			-			24			-			24
Comprehensive loss for the period		-		-		-		-			(769	)		(769	)		(53	)		(822	)
BALANCE AT MARCH 31, 2024		85,591		-*		35,930		(26	)		(30,129	)		5,775			(75	)		5,700

Issuance of shares for standby equity purchase agreement II		32,645		-*		937		-			-			937			-			937
Issuance of shares to services providers		858		-*		49		-			-			49			-			49
Comprehensive loss for the period		-		-		-		-			(787	)		(787	)		(13	)		(800	)
BALANCE AT JUNE 30, 2024		119,094		-*		36,916		(26	)		(30,916	)		5,974			(88	)		5,886
BALANCE		119,094		-*		36,916		(26	)		(30,916	)		5,974			(88	)		5,886
Issuance of shares for standby equity purchase agreement II		106,239		-*		1,246		-			-			1,246			-			1,246
Issuance of shares to services providers		48,610		-*		484		-			-			484			-			484
Comprehensive loss for the period		-		-		-		-			(2,264	)		(2,264	)		(50	)		(2,314	)
BALANCE AT SEPTEMBER 30, 2024		273,943		-*		38,646		(26	)		(33,180	)		5,440			(138	)		5,302
BALANCE		273,943		-*		38,646		(26	)		(33,180	)		5,440			(138	)		5,302

(*)

Less than $1 thousand.

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 in thousands except share and per share data)


	Nine months ended
	September 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period from continuing operations		(5,439	)		(3,684	)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation		8			15
Issuance of shares to employees and services providers		2,035			557
Share based compensation to employees and directors		1			-
Non-cash expenses funded by non-controlling interests		68
Gain from sales of property and equipment		(3	)		-*
Gain from standby equity purchase agreement II		(1,662	)		(353	)
Expenses from standby equity purchase agreement II		182			147
Interest in respect of loan		106
Change in fair value of loans		20			-
Change in fair value of warrant liability		(130	)		-
Change in fair value of credit facility liability		63			-
Change in fair value of PIPE’s warrant liability		1,540			-
Change in fair value of investment in nonconsolidated affiliate		603			857
Change in fair value of long-term loan		(47	)		(32	)
Change in fair value of solar project		(143	)		(25	)
Change in fair value of marketable securities		67			-
Exchange rate differences on operating leases		2			5
Decrease (increase) in accounts receivable, net		141			(47	)
Decrease in inventory		5			71
Decrease (increase) in prepaid expenses and other current assets		(29	)		154
Increase (decrease) in accounts payable		10			(5	)
Increase (decrease) in other liabilities		291			(330	)
Decrease in operating lease expense		11			39
Change in operating lease liability		(11	)		(44	)
Change from discontinued operations		-			(252	)
Net cash used in operating activities		(2,311	)		(2,927	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in nonconsolidated affiliate		-			(203	)
Long term loan granted		-			(406	)
Short term loan granted		(786	)		-
Investment in solar projects under development		(482	)		-
Solar photovoltaic joint venture project		(608	)		(764	)
Proceeds from sale of subsidiary (net of cash disposed)		(25	)		-
Proceeds from sales of property and equipment		3			-*
Net cash used in investing activities		(1,898	)		(1,373	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		1,105			-
Repayment of credit facility		(1,158	)		-
Proceeds from PIPE agreement		1,500			-
Proceeds from exercise of warrants from PIPE agreement		1,830			-
Proceeds from promissory note		1,485			1,455
Repayments of promissory note		-			(1,543	)
Proceeds on account of shares		-			131
Proceeds from standby equity purchase agreement, net		3,335			2,558
Net cash provided by financing activities		8,097			2,601

Effect of exchange rate changes on cash and cash equivalents		(27	)		(6	)

INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		3,861			(1,705	)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD		2,209			4,478

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD		6,070			2,773

Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest		77			-
Non cash transactions:
Initial recognition of operating lease liability and a corresponding right-of-use asset		24			-
Reclassification of warrant liabilities to equity upon exercise of warrants		2,769			-
Non-cash financing costs related to issuance of promissory note		477			-

(*)

Less than $1 thousand.

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

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL

Operations

N2OFF, Inc. (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware.

On November 6, 2023, the Company (which at that time was known as Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with N2OFF, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). The Reincorporation Merger was approved by the Company’s stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued Company’s business as the surviving corporation. On February 8, 2024, the Company’s stockholders approved the Company’s name change to “N2OFF, Inc.” which became effective on The Nasdaq Capital Market on March 19, 2024.

On April 27, 2009, the Company acquired from its stockholders 98.48% of the issued and outstanding shares of Save Foods Ltd., including preferred and ordinary shares. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce.

On March 31, 2023, the Company entered into a securities exchange agreement with Plantify Foods, Inc. (“Plantify”), a Canadian corporation traded on the TSX Venture Exchange (“TSXV”), which focuses on the development and production of “clean-label” plant-based products - see Note 3 below for further information.

On August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd. and formed an Israeli subsidiary, NTWO OFF Ltd. (“NTWO OFF”) which focus on nitrous oxide (“N2O”), a potent greenhouse gas with significant global warming ramifications. On April 9, 2025, the Company entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF, which provides for the sale by the Company to Yaaran 100% of the Company’s shares of NTWO OFF. - see Note 9.

On February 10, 2025, the Company’s wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of Nevada.

On February 24, 2025, the Company entered into a shareholders agreement with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company will purchase 70% of SBI4 shares (on a fully diluted basis) from SB see Note 8 below.

On October 20, 2025, the Company completed the acquisition of 100% of the share capital of MitoCareX see Note 14(2) below.

The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NITO”.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

Reverse stock split

On September 22, 2025, the Company effected a 1-for-35 reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”) in order to regain compliance with the Nasdaq minimum bid price requirement, following the notice received from Nasdaq on March 28, 2025 regarding the Company’s non-compliance with such requirement.

As a result of the Reverse Stock Split, every thirty-five shares of the Company’s outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged.

All shares, stock option and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis.

Going concern uncertainty

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $40 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors.

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of September 30, 2025, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the third quarter of 2026. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

Management plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

Israel – Hamas war

Following the October 7th attacks by Hamas terrorists in Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with Hamas and Lebanon (with respect to Hezbollah), and some Iranian proxies have declared a halt to their attacks, there is no assurance that these agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

On June 12, 2025, Israel launched Operation “Rising Lion”, a direct military campaign targeting Iranian nuclear and military infrastructure in response to escalating threats posed by Iran’s long-range missile deployment and intelligence reports indicating imminent coordinated attacks. This action resulted in increased regional instability and led to the temporary shutdown of our operations in Israel for several days.

On September 10, 2025, a ceasefire agreement was reached between Israel and Hamas, effectively ending the large-scale military operations in the Gaza Strip. As part of the agreement, all remaining Israeli hostages who were alive in Gaza have been released and returned to Israel. A number of deceased hostages remain to be returned, and the parties continue to cooperate on that process.

As of the date of these financial statements the security situation remains fragile, and the risk of renewed hostilities persists.

As most of Company’s business activities are conducted in Israel and all members of Company’s board of directors, management, as well as a majority of Company’s employees and consultants, including employees of its service providers, are located in Israel, Company’s business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.

The Company is unable to predict how long the current conflict will last, as well as the repercussions these delays will have on its operations. If the Company is unable to renew its pilots or collaborations with packing houses its financial results may be affected.

The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of presentation

The condensed interim consolidated financial statements included in this Quarterly Report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of September 30, 2025, and its results of operations changes in stockholders’ equity, and cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 31, 2025. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2024 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Use of Estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to calculation of fair value of the financial instruments.

Credit facility

Under the Fair Value Option Subsection of ASC Subtopic 825-10, Financial Instruments – Overall (“ASC 825”), the Company has an irrevocable option to designate certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The loans drawn under the credit facility are measured at fair value at each reporting date, with changes in fair value recognized in earnings. Fair value changes exclude accrued interest, which is recorded separately in interest expense. In accordance with ASC 825-10-45-5, the portion of the change in fair value attributable to changes in the instrument-specific credit risk is recognized in other comprehensive income (loss). The Company estimates changes in instrument-specific credit risk by calculating the difference between the total fair value change of the instrument and the portion attributable to changes in a relevant risk-free interest rate benchmark.

The Company elected the fair value option for its credit facility which includes an embedded prepayment option, see Note 7.

Project assets

The Company develops commercial solar power projects (“project assets”) for sale. Project assets consist primarily of costs relating to solar power projects in various stages of development that are capitalized prior to entering into a definitive sales agreement for the solar power project. These costs include certain acquisition costs, land costs and costs for developing and constructing a solar power project. Development costs can include legal, consulting, permitting, and other similar costs. Construction costs can include execution of field construction, installation of solar equipment, and solar modules and related equipment. Any revenue generated from a solar power project connected to the grid would be considered incidental income and accounted for as a reduction of the capitalized project costs for development. In addition, the Company presents all expenditures related to the purchase, development and construction of project assets as a component of cash flows from investing activities.

During the development phase, these project assets are accounted for in accordance with the recognition, initial measurement and subsequent measurement subtopics of ASC 970-360, as they are considered in substance real estate. While the solar power projects are in the development phase, they are generally classified as non-current assets, unless it is anticipated that construction will be completed, and sale will occur within one year.

The Company reviews project assets and deferred project costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. The Company considers a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets and the estimated costs to complete.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

The Company examines a number of factors to determine if the project will be recoverable, the most notable of which include whether there are any changes in environmental, ecological, permitting, market pricing or regulatory conditions that impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, the Company impairs the respective project assets and adjusts the carrying value to the estimated recoverable amount, with the resulting impairment recorded within operations.

Discontinued operations

A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity. Under ASC 205-20, “Presentation of Financial Statements - Discontinued Operations” (“ASC 205-20”), a discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale and represents a strategic shift that has or will have a major effect on the entity’s operations and financial results, or a newly acquired business or nonprofit activity that upon acquisition is classified as held for sale. Discontinued operations are presented separately from continuing operations in the consolidated statements of Operations and the consolidated statements of cash flows (see Note 9).

Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value (continued)

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	As of September 30, 2025
	Level 1		Level 2		Level 3		Total
	US$

Assets:
Investment in Plantify		-		-		-		-
Investment in Solterra		240		-		-		240
Solar photovoltaic joint venture project		-		-		1,559		1,559
Loan granted to MitoCareX		-		-		1,000		1,000
Convertible loan to Solterra		-		-		397		397
Total assets		240		-		2,956		3,196


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
	US$

Assets:
Investment in Plantify		603		-		-		603
Investment in Solterra		307		-		-		307
Solar photovoltaic joint venture project		-		-		808		808
Loan granted to MitoCareX		-		-		234		234
Convertible loan to Solterra		-		-		350		350
Total assets		910		-		1,392		2,302

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value (continued)

The following table presents the changes in fair value of the level 3 assets for the period from December 31, 2024 through September 30, 2025:

	Solar photovoltaic joint venture project		Loan granted to MitoCareX			Convertible loan to Solterra		Investment in Plantify			Total
	US$
Assets:
Outstanding at December 31, 2024		808		234			350		-			1,392
Additions during the period		608		786			-		-			1,394
Transfers into Level 3 (see Note 3)		-		-			-		782			782
Changes in fair value		143		(20	)		47		(782	)		(612	)
Outstanding at September 30, 2025		1,559		1,000			397		-			2,956

The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	As of September 30, 2025
	Level 1		Level 2		Level 3		Total
	US$

Liabilities:
Stock purchase warrants liability		-		-		271		271
Warrant liabilities to Pure Capital		-		-		182		182
Credit facility		-		-		10		10
Total liabilities		-		-		463		463


	As of December 31, 2024
	Level 1		Level 2		Level 3		Total
	US$

Liabilities:
Warrant liabilities to Pure Capital		-		-		312		312
Total liabilities		-		-		312		312

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value (continued)

The following table presents the changes in fair value of the level 3 liabilities for the period from December 31, 2024 through September 30, 2025:


	Stock purchase warrants liability			Warrant liabilities to Pure Capital			Credit facility			Total
	US$
Liabilities:
Outstanding at December 31, 2024		-			312			-			312
Additions during the period		1,500			-			1,105			2,605
Settlements of liabilities		(2,769	)		-			(1,158	)		(3,927	)
Changes in fair value		1,540			(130	)		63			1,473
Outstanding at September 30, 2025		271			182			10			463

Recently Issued Accounting Standards Not Yet Adopted

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805): Identifying the Acquirer in a Business Combination Involving a Variable Interest Entity. This ASU modifies the guidance for identifying the accounting acquirer in transactions involving VIEs. The ASU is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, and early adoption is permitted. The Company does not currently consolidate any VIEs and does not expect the ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company does not currently have contracts that include share-based noncash consideration; however, management is evaluating the potential impact of this ASU on future transactions.

In September 2025, the FASB also issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modifies the recognition threshold for capitalization of internal-use software costs. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of this ASU on its internal-use software capitalization policy and does not expect a material impact upon adoption.

NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE

On March 31, 2023, the Company entered into a Securities Exchange Agreement (the “Securities Exchange”) with Plantify Ltd., pursuant to which each party agreed to issue to the other 19.99% of its issued and outstanding capital stock. The Securities Exchange closed on April 5, 2023.

In connection with the agreement, the Company executed a debenture in the amount of CAD1,500 thousands (approximately $1,124), bearing interest at 8% per annum and secured by a pledge of the shares of a Plantify subsidiary.

On September 7, 2023, the Company increased its holdings in Plantify through participation in a rights offering. As of that date, the Company held approximately 23% of Plantify’s issued and outstanding common shares. The Company determined it had significant influence over Plantify and elected the fair value option for its equity method investment.

On April 2, 2024, the Company’s board of directors approved a Credit Facility of up to $250, bearing interest at 8% per annum, which was fully utilized by Plantify as of November 2024.

On December 5, 2024, the Company and Plantify completed a debt settlement agreement (the “Settlement Agreement”), whereby Plantify issued 2,420,848 of its common shares to the Company in full settlement of the outstanding Debenture and the utilized Credit Facility, increasing the Company’s ownership interest to approximately 65%.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

Following additional share issuances by Plantify, including a private placement on December 20, 2024, and a debt settlement with another lender, on January 12, 2025, the Company’s ownership interest in Plantify was reduced to approximately 25%.

As of September 30, 2025, there is no Active Market for Plantify’s common shares. Accordingly, the investment can no longer be measured based on Level 1 inputs in the fair value hierarchy. Given the lack of observable market data, and the deterioration in the financial condition of Plantify, including the insolvency of its operating subsidiary, the Company evaluated the fair value of Plantify for impairment. Based on such evaluation, the Company concluded that the investment should be fully impaired as of September 30, 2025.

NOTE 4 – MITOCAREX TRANSACTION

On December 22, 2024, the Company entered into a loan agreement (the “First Loan”) with MitoCareX BioLtd. an Israeli private company (“MitoCareX”) in the principal amount of $250. The First Loan bears interest at an annual rate of 3% and is linked to the U.S. dollar exchange rate, and matures in June 2025. The First Loan is guaranteed by L.I.A. Pure Capital Ltd. (“Pure Capital”), owed by the brother of Dr. Alon Silberman, the Chief Executive Officer of MitoCareX.

On February 25, 2025, the Company, entered into a securities purchase and exchange agreement (the “Mito Agreement”) with MitoCareX , SciSparc Ltd., an Israeli public company (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”) pursuant to which the Company will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.

The closing of the Mito Agreement occurred on October 20, 2025, after all customary closing conditions, including stockholder approval, had been satisfied.

On the closing date, SciSparc transferred and sold 6,622 Ordinary Shares to the Company (the “Purchased Shares”), in consideration for a cash payment of $700. The Company issued and delivered shares of Common Stock to the Sellers equal to 40% of the capital stock of the Company on a fully diluted basis, calculated as of immediately following the closing date (collectively, the “Exchanged Common Stock”); and as consideration for the Exchanged Common Stock, (1) Alon transferred 11,166 Ordinary Shares to the Company, which represented 100% of the Ordinary Shares owned by Alon as of the closing date; (2) Ciro transferred 5,584 Ordinary Shares to the Company, which represented 100% of the Ordinary Shares owned by Ciro as of the closing date; and (3) SciSparc transferred 12,066 Ordinary Shares to the Company (“SciSparc’s Exchanged Shares”) and together with Alon’s Shares and Ciro’s Shares, the (“Exchanged Ordinary Shares”), which represented 100% of the holdings in MitoCareX.

Following the closing, until December 31, 2028, the Sellers will have the right to receive such number of additional shares of Common Stock, for no additional consideration, in an aggregate amount of up to 25% of the issued and outstanding capital stock of the Company on a fully-diluted basis calculated as of immediately following the closing date in accordance with MitoCareX meeting certain milestones.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 4 – MITOCAREX TRANSACTION (continued)

Immediately prior to the closing date, Alon entered into an amended employment agreement with the Company and MitoCareX in connection with his employment as the Chief Executive Officer of MitoCareX, which provides, among other things, for a grant of restricted stock representing 5% of the capital stock of the Company on a fully diluted basis (calculated as of immediately following the closing date), pursuant to the Company’s 2022 Share Incentive Plan. Such shares will vest in three equal installments on each of the first, second and third anniversary of the closing date, subject to Alon’s continued employment with MitoCareX.

As additional consideration for the Exchanged Ordinary Shares, each of SciSparc, Alon and Ciro will receive, collectively, 30% of the gross proceeds of each financing transaction closed by the Company within five years of the closing, provided that the maximum amount payable to the foregoing parties will be $1,600.

Upon closing of the transactions contemplated by the Mito Agreement, the Company has committed to an initial investment of $1,000 in MitoCareX less any such amounts paid to MitoCareX pursuant to the loan agreement, dated December 22, 2024, among the Company, MitoCareX and Pure Capital.

On March 12, 2025, the Company, entered into an additional Loan Agreement (the “Second Loan”) with MitoCareX, and Pure Capital pursuant to which the Company agreed to lend $250 to MitoCareX under the same conditions as the Loan granted on December 22, 2024. Any loan made by the Company to MitoCareX will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the closing of Mito Agreement.

On May 22, 2025, the Company, entered into an additional loan agreement in the amount of $250 to MitoCareX (the “Third Loan”), under the same terms and conditions as the First Loan and the Second Loan. On the same date, the Company and MitoCareX amended the terms of the First Loan and the Second Loan to extend their respective maturity dates to one year from the original loans’ dates. As with the previous loans, any amount loaned to MitoCareX will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the closing of the Mito Agreement.

On August 13, 2025, the Company entered into an additional loan agreement in the amount of $372 to MitoCareX (the “Fourth Loan”), under substantially the same terms and conditions as the previous loans.

The loan is to be provided in three tranches as follows: $200 upon signing, $86 on September 15, 2025, and $86 on October 15, 2025. As with the previous loans, any amount loaned to MitoCareX will be deducted from any future amount allocated by the Company to MitoCareX during the first year following the closing of the Mito Agreement.

Company’s chairman of the board of directors and one of Company’s directors are also members of the board of directors of SciSparc.

The Company elected to account for the loans under the fair value option in accordance with ASC 825. The Company estimated the fair value of the First Loan, Second Loan, Third Loan and Fourth Loan using a third-party appraiser by discounting the principal and interest at a discount rate of market interest for similar loans. The interest rate reflects the rate of loans with similar risks, and ranged between 20.11% and 21.78% as of September 30, 2025. The Company calculated the fair value of the First Loan, Second Loan, Third Loan and Fourth Loan at $247, $237, $247 and $269, respectively, as of September 30, 2025.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 5 – INVESTMENT AND LOAN TO SOLTERRA

On June 30, 2024, the Company entered into a 24 month Loan Agreement with Solterra Renewable Energy Ltd. (“Solterra”) and other lenders, under which the Company committed €375 thousands (approximately $406) out of a total €500 thousands principal amount. The loan bears annual interest of 7%, payable beginning June 30, 2025. Solterra shall have the option to convert the loan into shares of Solterra Energy Ltd. (“SE”), at the lowest price per share under which SE raises capital during the period from the Loan Agreement date through conversion. If the loan is not converted or repaid in full within nine months from the closing date of the merger involving SE, the interest rate increases to 12% per annum.

The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. As of September 30, 2025, the Company estimated the fair value of the Loan Agreement at $397, based on a third-party valuation applying a 28.2% market discount rate for similar loans.

The Company’s chairman of the board of directors also serves as a director of SE.

During 2024, the Company acquired 267,000 shares of SE for a total consideration of NIS801 thousands (approximately $219).

The Company measured the investment at fair value accordance with ASC 321. The fair value of the investment as of September 30, 2025 was $240, based on quoted prices in active markets.

NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT

On July 31, 2024, the Company entered into a Loan and Partnership Agreement with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG a German partnership (the “Partnership”), Solterra, and other lenders, under which the Company committed €1,560 thousands (approximately $1,716) out of a total €2,080 thousands (approximately $2,288) loan for solar energy projects. The loan bears interest of 7% annually and matures upon the earlier of the sale of the Partnership or five years from the agreement date. The Company’s loan is secured by a lien on Solterra’s interests in the Partnership, and all loans from Solterra are subordinated. The lenders are entitled to 50% of the Partnership’s profits, with the Company entitled to 25% through one of several profit rights alternatives.

In June 2025, the Company and the other lenders entered into an addendum to the original Loan and Partnership Agreement to provide an additional bridge loan of €25 thousands (approximately $27) to the Partnership, of which the Company contributed €19 thousands (approximately $20). The proceeds are intended to fund a feasibility study for a battery energy storage project near the PV Project in Germany. The additional loan bears interest at 7% annually and is subject to the same maturity and repayment terms as the original loan. All other provisions of the original agreement remain unchanged.

On September 8, 2025, the Partnership entered into Addendum No. 2 to the Loan and Partnership Agreement (“Addendum No. 2”), pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of €600 thousands (the “Principal Addendum Amount”), of which the Company committed €450 thousands (approximately $528). The Principal Addendum Amount bears interest at a rate of 7% per annum and will mature in accordance with the terms of the Loan under the Loan and Partnership Agreement. Proceeds from Addendum No. 2 are intended to be used to support development of a battery energy storage system and photovoltaic facility aimed at achieving Ready-to-Build status.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)

As of September 30, 2025, the Company has funded €1,129 thousands (approximately $1,216) of which €424 (approximately $436) was invested in January and June 2025.

The Company’s interest in the Partnership was evaluated under ASC 810-10, and the Company determined it is not the primary beneficiary due to lack of power to direct significant activities and limited exposure to variable returns; accordingly, the Partnership is not consolidated.

The Company elected to account for the Loan and Partnership Agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability of completion of the project based on key milestones, scenarios for the expected project’s cash realization value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation date. The interest rate was determined at 8.06% as of September 30, 2025. The Company calculated the Loan Agreement and the fair value or the Company’s interest in the Partnership and Loan amounted to €1,164 thousands (approximately $1,367) as of September 30, 2025.

On May 6, 2025, the Company, together with other investors, entered into a loan agreement with Soltra Renewable Energies Ltd. (the “Borrower”), an Israeli traded company, to finance the development of a battery storage project in Poland known as the “Pikozow Project.” Under the agreement, the Company extended a loan in the principal amount of €150 thousands (approximately $177) as part of an aggregate €500 thousands (approximately $571) loan provided by all lenders.

In the event the project is sold to a third party not related to the Borrower during a 30 months term, the Company will be entitled to repayment of the principal plus a pro-rata share (15%) of 50% of the net profit from the sale, as defined in the agreement.

If the project is not sold by the end of the term of the loan, the loan will bear annual interest of 7%, and the total amount due (principal and interest) will be repaid at maturity. The agreement does not provide for early repayment.

The Company assessed its involvement in the Pikozow Project in accordance with ASC 810-10, Variable Interest Entities (VIE), and concluded that the Borrower does not meet the definition of a VIE. Accordingly, no consolidation is required.

The Company elected to account for the loan agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loan using a third-party appraiser and various assumptions such as probability of the event the project would be sold to a third party as well as the probability that it would not be sold. The interest rate was determined at 19.13% and 18.6% as of September 30, 2025. Based on this analysis the fair value of the loan agreement was estimated at €164 thousands (approximately $192) as of September 30, 2025.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 7 – CREDIT FACILITY

On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (the “Lender”) for financing of up to €6,000 thousands (approximately $7,020) (the “Pure Capital Credit Facility”), of which €2,000 (approximately $2,340) thousands may be used for the Loan and Partnership Agreement in Germany, and the remaining €4,000 thousands (approximately $4,680) for other pre-approved projects. The facility bears annual interest of 7%, payable in advance and deducted from each drawdown, for a period of 24 months.

The facility will expire upon full drawdown or five years from the agreement date, whichever occurs first. Borrowed amounts are to be repaid from project proceeds or 33% of proceeds from other Company financings during the drawdown period.

In connection with the facility, the Company issued a 5 five-year warrant to the Lender to purchase 52,858 shares of common stock at an exercise price of $35 per share. The Warrant Shares will be exercisable immediately after the issuance.

Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant.

On December 5, 2024, the Lender agreed, pursuant to a waiver agreement, not to convert the warrants shares unless and until the stockholders of the Company approve the issuance of the warrants. Such approval was received on September 25, 2025.

The Company determined that the warrant is not considered indexed to the Company’s own stock. The Company estimated the fair value of the Warrant Shares as of October 1, 2024, December 31, 2024 and September 30, 2025, using the Black-Scholes option pricing model.

The assumptions used to perform the calculations are detailed below:

Fair value of the conversion feature	October 1, 2024			December 31, 2024			September 30, 2025
Expected volatility (%) (*)		117.19	%		117.68	%		155.19	%
Risk-free interest rate (%)		3.51	%		4.38	%		3.74	%
Expected dividend yield		0.0	%		0.0	%		0.0	%
Expected term of options (years)		5			5			5
Exercise price (US dollars)	$	35		$	35		$	(**) 3.5
Share price (US dollars)	$	8.65		$	8.68		$	3.72
Fair value (U.S. dollars)	$	307		$	312		$	182

(*)	The expected volatility was based on the historical volatility of the share price of the Company.

(**)	In accordance with the anti-dilution provisions of the warrant agreement and following the Company’s entry into PIPE Agreement, the exercise price of the warrants was adjusted from $35 to $3.5 per share.

On January 6, 2025, and February 12, 2025, the Company drew down gross amounts of €375 thousands (approximately $405) and €645 thousands (approximately $700), respectively.

During the nine months ended September 30, 2025, the Company repaid €1,015 thousands (approximately $1,158).

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 7 – CREDIT FACILITY (continued)

The Company elected to account for the loans drawn under the credit facility under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loans drawn under the credit facility using a third-party appraiser and the assumptions were based on repayments scenario analysis that considered various possible outcomes regarding the timing of sale of the project and estimations regarding Company’s future fundraising.

As of September 30, 2025, management assessed the carrying amount of the remaining balance reasonably approximated to its fair value.

NOTE 8 – A CONSOLIDATED ENTITY

On February 24, 2025, the Company entered into a shareholders agreement (the “Italy Agreement”) with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD, a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company purchased 70% of SBI4 shares (on a fully diluted basis) from SB. As a result of such, SBI4 became a majority-owned subsidiary of the Company. At the time of the transaction SBI4 had not activity.

The Company will lend €2,300 thousands (approximately $2,691) to SB14 for financing two battery storage projects in Sicily, Italy (the “Projects”) which loan accrues interest at 7% per annum. Additionally, the Italy Agreement provides for a right of repurchase of shares of SBI4 by SB in the event the Company does not furnish drawdown amounts in accordance with the terms of the Italy Agreement.

The net profit from sales of projects will be split between the parties as follows: if the selling price per megawatt (“MW”) (i) does not exceed € 30 thousands, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds € 30 thousands (approximately $35) up to € 60 thousands (approximately $70), per MW, SB will receive 40% of the profit (10% above its pro-rata share) and the Company will receive 60% of the profit; and (iii) exceeds € 60 thousands (approximately $70) per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and the Company will receive 50% of the net profit.

As of September 30, 2025, the Company has funded €1,043 thousands (approximately $1,224).

NOTE 9 –DISCONTINUED OPERATIONS

On April 9, 2025, the Company entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF. Pursuant to the SPA, the Company sold 4,200,000 ordinary shares of NTWO OFF, representing 100% of the Company’s shares of NTWO OFF, for total cash consideration of NIS 15 thousands (approximately $4).

The SPA provides customary representations, warranties and covenants by the Company, NTWO OFF and Yaaran, and further provides that all obligations arising under the Stock Exchange Agreement, dated July 11, 2023, between the Company, Yaaran and NTWO OFF, as amended on July 24, 2023 and on August 13, 2023, will be null and void and of no further force and effect.

The transaction was completed during the second quarter of 2025. As a result, the Company ceased consolidating NTWO OFF as of the closing date and has classified its operations as discontinued operations for all periods presented. As of September 30, 2025, no assets or liabilities of the discontinued operations remain on the Company’s consolidated balance sheet.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 9 –DISCONTINUED OPERATIONS (continued)

Assets and liabilities of NTWO OFF as of December 31, 2024, were reclassified and presented on a single line under the captions “Assets of discontinued operations” and “Liabilities of discontinued operations”, based on their historical carrying amounts. No remeasurement to fair value was applied to these balances in prior periods, as the held-for-sale criteria was not met at that time.

The Company recognized a gain on disposal of approximately $44, which is presented in the consolidated statements of operations for the nine months ended September 30, 2025, under the caption “Income from discontinued operations”.

In addition, the Company reported a net cash outflow of approximately $25 within investing activities related to the disposal of NTWO OFF, primarily reflecting the derecognition of approximately $29 of cash and cash equivalents held by NTWO OFF at the time of sale, partially offset by $4 in cash proceeds received.

NOTE 10 – COMMON STOCK AND WARRANTS

On January 2, 2025, the Company consummated a Private Placement transaction contemplated by the securities purchase agreement, dated December 10, 2024, and issued 48,691 shares; pre-funded warrants to purchase 129,883 shares; and warrants to purchase 267,858 shares of the Company’s common stock at an exercise price of $8.40. The Company received gross proceeds of $1,500 as a result of such issuances.

During February, March and April 2025, the Company issued 44,952, 49,934 and 16,429 shares of common stock, respectively, following exercises of pre-funded warrants.

The Company considered the guidelines of ASC 815 and determined that the warrants issued in the Private Placement meet the definition of a liability and were therefore classified as warrant liabilities in the balance sheet. The pre-funded warrants were classified as equity.

Upon initial recognition, the Company calculated the warrant liabilities at their fair value at $9.6 million, resulting in a non-cash loss of approximately $8.1 million, which was recognized in the statement of comprehensive loss.

On March 14, 2025, holders of warrants to purchase 20,835 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $175. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash gain of approximately $534, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise.

During May and June, 2025, holders of warrants to purchase 189,531 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $1,592. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash loss of approximately $1,025, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise.

On July 28, 2025, holders of warrants to purchase 7,429 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $62. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash loss of approximately $9, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 10 – COMMON STOCK AND WARRANTS (continued)

On September 22, 2025, the Company effected the Reverse Stock Split. Pursuant to Section 2(e) of the warrant agreement (“Stock Combination Event Adjustment”), the Reverse Stock Split resulted in a reduction of the exercise price to the post-split market price and a corresponding increase in the number of warrant shares, which represented an economic modification of the warrants. Accordingly, the Company calculated the fair value of the remaining warrant liabilities on the date of the Reverse Stock Split, in the amount of $152.

For the nine months ended September 30, 2025, the Company recorded a non cash gain of approximately $7,000, which attributable to the change in fair value of the remaining warrant liabilities, as reflected in the statement of comprehensive loss.

As of September 30, 2025, the Company calculated the fair value of the remaining warrant liabilities in the amount of $271.

The fair value of the warrant liabilities was determined using a Black-Scholes option pricing module. The assumptions used to perform the calculations are detailed below:

Month	Expected volatility (%) (*)			Risk free interest rate			Expected dividend yield			Expected term of options (years)		Exercise price (US dollars)		Share price (US dollars)		Fair value (U.S. dollars)
January, 2025		140.61	%		4.38	%		0.0	%		5.5	$	8.40	$	37.45	$	9,651
March, 2025		151.68	%		4.09	%		0.0	%		5.3	$	8.40	$	10.85	$	212
May, 2025		156.95%-159.21	%		3.87%-4.17	%		0.0	%		5.10-5.16	$	8.40	$	9.45-$23.8	$	22-$1,092
June, 2025		157.30%-157.96	%		3.79%- 4.04	%		0.0	%		5.00-5.04	$	8.40	$	8.05-$8.4	$	223-$429
July 28, 2025		156.54	%		3.96	%		0.0	%		4.93	$	8.40	$	9.35	$	65
September, 2025		154.63%-155.19%			3.68%-3.74	%		0.0	%		4.75-4.77	$	5.2-$8.4		$3.72-$5.19	$	232-$385

(*)

The expected volatility was based on the historical volatility of the share price of the Company.

During the nine months ended September 30, 2025, the Company recorded share base compensation expenses in General and Administrative expenses in the amount of $106 related to shares issued by the Company to service providers by December 31, 2024.

On May 11, 2025 the board of directors of the Company approved the issuance of an equity grant to executive officers and consultants amounting to a total of 25,715 and 100,002 shares of common stock, par value $0.0001, respectively. The shares were issued on May 12, 2025.

On May 12, 2025, the Company, entered into a Purchase Agreement (the “Agreement”) with YA II PN, Ltd. (the “Investor”) as part of the Standby Equity Purchase Agreement dated as of December 22, 2023 (the “SEPA II”) between the Company and the Investor (the “First Closing”). Pursuant to the Agreement the Investor committed to advance the Company the aggregate principal amount of $3,000, of which (i) up to $1,500 will be made available within 60 days following the date a new registration statement has been filed by the Company with the SEC registering the resale of the shares issuable pursuant to the SEPA II, and (ii) up to $1,500 will be made available within 60 days following the date that said registration statement is declared effective by the SEC (the “Second Closing,” and together with the First Closing, each, a “Closing”). The Second Closing must take place within 180 days of the First Closing.

The Notes to be issued at each Closing will be issued at a purchase price equal to 100% of the amount advanced to the Company, bear interest at 8% per annum and mature 12 months from issuance.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 10 – COMMON STOCK AND WARRANTS (continued)

Sixty days after the issuance of each Note, the Company will pay the Investor in ten equal monthly installments $150 of principal and accrued and unpaid interest thereon. Such monthly installments can be made, at the option of the Company, in cash or by submitting an advance notice pursuant to the SEPA II, or any combination thereof. The Note provides for typical events of default, including the failure of the Company to remain on The Nasdaq Capital Market LLC or file with the SEC any periodic report; upon an event of default interest accrues at the rate of 18% per annum. The Company has the right to prepay all or a portion of the outstanding principal and accrued interest thereon by paying a $8 prepayment penalty on each monthly installment.

The Company paid the Investor a structuring fee of $15 and on May 13, 2025 issued, 19,305 shares to the Investor which represents $300 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Agreement.

On July 25, 2025, the Company entered into an amendment to the Agreement. Pursuant to the amendment, and in light of delays in filing of the registration statement, the Investor agreed to extend certain terms and conditions of the Agreement and the Notes to be issued thereunder. As part of the amendment, the Company agreed to issue the Investor 16,410 shares of common stock (or a pre-funded warrant for the same number of shares). These shares were designated as additional commitment shares under the terms of the transaction documents. Except as explicitly amended, all other provisions of the original Agreement remain unchanged. The fair value of the pre-funded warrants was calculated based on the market price of the Company’s Common Stock on July 25, 2025, which was $10.81 per share, resulting in a total fair value of approximately $177. The pre-funded warrants were determined to meet the equity classification criteria under ASC 815-40 and were therefore accounted for as equity instruments.

On August 12, 2025, the Company issued a promissory note in the principal amount of $1,500 to the Investor. On August 19, 2025, the Company filed a registration statement on Form S-1 with the SEC, which was declared effective by the SEC on August 22, 2025.

As the SEPA II had an initial fair value of zero at inception, no amounts were allocated to this component. Accordingly, all transaction costs associated with the Agreement were attributed to the promissory note and recorded as deferred financing costs, presented as a direct deduction from the carrying amount of the note payable and amortized to financing expense over its term using the effective interest method.

The Company considered the guidelines of ASC 815 and determined that the SEPA II contains both purchased put option element and a forward share issuance element, neither element qualifies for equity classification. Accordingly, the Company recognized an asset or liability with changes in fair value recoded to the statements of operations.

In September, 2025, the Company issued 418,261 shares of Common Stock pursuant to the terms of SEPA II valued at $1,672 for gross consideration of $3,335 and recorded $1,662 to the statements of operations. See also Note 14(1).

On July 31, 2025, the Company issued an aggregate of 85,716 shares of common stock outside of the Plan to three consultants in consideration of investor relations and business development services to be provided over an 18-month period, pursuant to consulting agreements, dated July 31, 2025. The shares issued are subject to a lock-up schedule whereby the restrictive legends on the shares become eligible for removal, subject to applicable law, as follows: 28,572 shares upon the six-month anniversary of the grant date, 28,572 shares upon the nine-month anniversary, and 28,572 shares upon the twelve-month anniversary. The Company determined the value of the shares issued at $714 based on the share price on the agreement date, of which $79 was recognized as share base compensation expenses, and the remaining $635 was recorded as prepaid expenses.

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 11 – STOCK OPTIONS

The following table presents the Company’s stock option activity for employees and directors of the Company for the nine months ended September 30, 2025:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Options			Weighted Average Exercise Price
Outstanding at December 31, 2024		840			539.57
Granted		-			-
Exercised		-			-
Forfeited or expired		(37	)		844.87
Outstanding at September 30, 2025		803			525.51
Number of options exercisable at September 30, 2025		612			689.15

The aggregate intrinsic value of the awards outstanding as of September 30, 2025 was $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $3.72 as of September 30, 2025, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

Costs incurred in respect of stock-options compensation for employees and directors for the nine months ended September 30, 2025 and 2024 were $1 and $0, respectively and less than $1 and $0, for the three months ended September 30, 2025 and 2024, respectively.

NOTE 12 – RELATED PARTIES

Transactions and balances with related parties

	2025		2024
	Nine months ended September 30
	2025		2024
General and administrative expenses:
Directors’ compensation		324		274
Salaries and fees to officers		856		518
Total General and administrative expenses		(*) 1,180		792

(*) of which share based compensation		533		176

Balances with related parties and officers:

	As of September 30,		As of December 31,
	2025		2024

Other accounts payables		169		89

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 13 – SEGMENT REPORTING

Information about reported segment profit or loss and assets

As of December 31, 2024, the Company had two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) the N2O emissions Global warming solutions. The Pathogen prevention operating segment consists of Save Food Ltd. and the Global warming solutions operating segment consist of NTWO OFF Ltd.

As of September 30, 2025, the Company no longer operates in the N₂O emissions Global warming solutions segment, following the sale of NTWO OFF Ltd. in April 2025. Accordingly, this activity has been classified as a discontinued operation and is no longer included in the Company’s segment reporting. As a result, the Company determined that it has two reportable segments as of September 30, 2025: (i) Pathogen prevention and prolong shelf life, and (ii) Renewable energy projects. The Pathogen prevention operating segment consists of Save Food Ltd. and the Renewable energy projects operating segment consist of NITO Renewable Energy, Inc. and Solar photovoltaic joint venture project.

The chief operating decision maker evaluates segment performance primarily based on segment operating loss.

The following table presents information about the Company’s reportable segments for the nine and three months ended September 30, 2025 and 2024:

	2025			2024			2025			2024
	Nine months ended						Three months ended
	September 30						September 30
	2025			2024			2025			2024

Revenue from pathogen prevention and prolong shelf life		68			69			2			9
Cost related to pathogen prevention and prolong shelf life		(957	)		(890	)		(375	)		(362	)
Operating loss from Pathogen prevention and prolong shelf life		(889	)		(821	)		(373	)		(353	)

Revenue from renewable energy projects		-			-			-			-
Cost related to renewable energy projects		(263	)		-			(133	)		-
Operating loss from Renewable energy projects		(263	)		-			(133	)		-

Professional services		(1,029	)		(1,060	)		(472	)		(429	)
Share base compensation		(2,141	)		(811	)		(112	)		(551	)
Depreciation		(4	)		(10	)		(1	)		(3	)
Other general and administrative expenses		(453	)		(362	)		(235	)		(100	)
Total Operating loss		(4,779	)		(3,064	)		(1,326	)		(1,436	)

Interest of loans		(77	)		-			-			-
Financing income (expenses), net		(1,755	)		(116	)		183			(41	)
Other income		1,665			353			1,662			248
Changes in fair value of investments measured under the fair value option		(493	)		(857	)		(149	)		(971	)
Net loss		(5,439	)		(3,684	)		370			(2,200	)

N2OFF, INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 14 – SUBSEQUENT EVENTS

	1.	During October 2025, the Company issued 169,400 shares of common stock to the Investor pursuant to the terms of the SEPA II for consideration of $831. See also Note 10(4).

	2.	On October 20, 2025, the Company completed the acquisition of 100% of the share capital of MitoCareX.

The total consideration transferred consisted of $700 in cash and 1,171,942 shares of the Company’s Common Stock, representing approximately 40% of the Company’s fully diluted share capital at the closing date (see also Note 4). The Company performed an initial allocation of the purchase price to the identifiable assets acquired and liabilities assumed and per such initial allocation the Company estimates it will record $4,506 of intangible assets, $5,792 of goodwill and net increase of $4,744 in stockholders’ equity. The final allocation of the purchase price will be calculated in accordance with ASC 805 as part of the audited financial statement as of December 31, 2025.

As of September 30, 2025, MitoCareX’s unaudited financial information reflected total assets of approximately $174, total liabilities of $1,157, which include loans previously provided by the Company, and an accumulated deficit of $2,687.

For the nine months ended September 30, 2025, MitoCareX recorded no revenues and a net loss of $927.

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

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Quarterly Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.

Overview

We are focused on sustainable operations in various industries such as agri-food tech, solar projects, and oncology biotechnology. Our activities include eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides, as well as advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes.

We currently operate through our majority-owned Israeli subsidiary, our wholly owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:

Save Foods develops and markets eco-friendly “green” solutions for the food industry. Our solutions aim to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss. We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life. The solutions are based on our proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations. Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides. Our “green” solutions are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. By forming a temporary protective shield around the fresh produce we treat, our solutions make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.

MitoCareX, which has been our wholly owned subsidiary since October, 2025, develops and advances targeted small-molecule therapeutics for oncology by focusing on the mitochondrial SLC25A protein family. MitoCareX’s solutions are designed to inhibit specific SLC25A mitochondrial carrier proteins that play a key role in cellular energy metabolism, thereby disrupting cancer cell growth and survival. We are currently focused on Non-Small Cell Lung Cancer (NSCLC) and utilize structural biology in combination with computational chemistry to design drug candidates that selectively bind to our SLC25A targets of interest. Our approach leverages our proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models across all 53 human SLC25A proteins and allows for large-scale virtual screening of molecules against these targets. MITOLINE™ provides a platform-level capability to identify new mitochondrial carrier targets and develop novel therapeutics in areas where no FDA-approved SLC25A-directed therapies currently exist. A key advantage of our platform is its ability to address the historical lack of structural data that has limited drug discovery efforts targeting SLC25A proteins, thereby expanding the druggable target space within mitochondrial biology. By enabling rational, structure-guided inhibitor discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities in NSCLC and potentially other oncology and disease indications associated with mitochondrial dysfunction.

We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.

Additionally, we currently own approximately 25% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.

Recent Developments

MitoCareX Closing

On February 25, 2025 we entered into a Securities Purchase and Exchange Agreement (the “Agreement”) with MitoCareX, SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”, together with SciSparc and Alon, the “Sellers”), which Agreement contemplated the Company’s acquisition from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming our wholly-owned subsidiary(the “Acquisition”).

On September 25, 2025, our stockholders convened a special meeting and approved, among other proposals, the Acquisition, including the issuance of such number of our common stock as consideration for the exchange of the Ordinary Shares, thereby satisfying a closing condition in the Agreement.

On October 20, 2025, upon the satisfaction of the remaining closing conditions in the Agreement, the Acquisition closed (the “Closing”). At the Closing, each of the Sellers transferred their Ordinary Shares to us, thereby resulting in us holding 100% of the fully-diluted share capital of MitoCareX.

Fourth Loan Agreement to MitoCareX

On August 17, 2025, we entered into a fourth loan agreement (the “Fourth Loan Agreement”) with MitoCareX, and Pure Capital pursuant to which we agreed to loan in the aggregate amount of $372,000 (the “Principal”) to MitoCareX with interest accruing at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation until the maturity date plus 3%, as may be adjusted from time to time ( the “Loan”). The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. Pure Capital has agreed to guarantee the repayment of the Loan. The purpose of the Fourth Loan Agreement was to assist MitoCareX with financing its ongoing costs and obligations until the closing of the MitoCareX Agreement occurred.

Following the completion of the transaction on October 20 whereby MitoCareX became our subsidiary, any amount outstanding under the Loan will be deducted from any future amount allocated by us to MitoCareX during the first year following such transaction.

Special General Meeting

On September 25, 2025, N2OFF, Inc. held a special general meeting of stockholders (the “Special General Meeting”). A total of 18,575,909 shares of Common Stock, representing approximately 55.68% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum.

At the Special General Meeting, stockholders considered and approved the following proposals: (i) Proposal No. 1, to approve the Company’s acquisition of all of the share capital of MitoCareX Bio Ltd. pursuant to the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025, including the issuance of Common Stock equal to or exceeding 20% of the Company’s outstanding Common Stock before such issuance in accordance with applicable Nasdaq Listing Rules, and to approve the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby, was approved by the stockholders. (ii) Proposal No. 2, to authorize the Company’s board of directors, in its discretion, to amend the Company’s Articles of Incorporation within one year of stockholder approval to effect a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-150, with the exact ratio to be determined by the board of directors without further stockholder approval, was approved by the stockholders. (iii) Proposal No. 3, to approve the issuance of 1,850,000 shares of Common Stock and any additional shares of Common Stock, as applicable, upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. (the “Warrant Shares”), was approved by the stockholders. (iv) Proposal No. 4, to authorize the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies if there were insufficient votes in favor of any of the foregoing proposals, was approved by the stockholders.

Reverse Stock Split

On June 28, 2024, following the Special Meeting of stockholders, the Company’s stockholders approved a proposal authorizing the board of directors to effect a reverse stock split at a ratio in the range of 1-for-2 and 1-for-35. On September 18, 2025, the board of directors approved a one-for-thirty-five (1-for-35) reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective for Nasdaq purposes on September 22, 2025. The Reverse Stock Split was implemented to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors.

As a result of the Reverse Stock Split, every thirty-five shares of common stock outstanding immediately prior to effectiveness were combined and reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split; any fractional shares were rounded to the nearest whole share. The number of authorized shares of common stock and the par value per share were not affected by the Reverse Stock Split.

All share, stock option, and per share information presented in these consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.

Amendment to Purchase Agreement

On July 25, 2025 we and YA II PN, Ltd. (the “Investor”) entered into an amendment to a purchase agreement with the Investor, dated May 12, 2025 (the “Purchase Agreement Amendment”) pursuant to which the Investor committed to advance the Company the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the filing of the registration statement on Form S-1 with the SEC on August 6, 2025 registering the resale of shares issuable pursuant to the Standby Equity Purchase Agreement, dated December 22, 2023 (the “SEPA”) between the Company and the Investor, and (ii) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date that said registration statement is declared effective, with each advance to be evidence by a promissory note issued to the Investor.

The Purchase Agreement Amendment provides for the issuance by the Company of an additional 16,410 shares of its common stock (or pre-funded warrants for the same number of shares) to the Investor within three business days from the execution of the Purchase Agreement Amendment. In connection with the Purchase Agreement Amendment, the Company and the Investor also agreed to revise the promissory notes to be issued pursuant to the Purchase Agreement (the “Revised Notes”). The Revised Notes reflect extended payment terms and certain other modifications as agreed upon by the parties.

On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.

During September, pursuant to the Purchase Agreement Amendment, we issued 418,261 shares for total proceeds of $3,335,000, and during October, we issued 169,400 shares for total proceeds of $831,000.

Solterra Transactions

On June 30, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with Solterra Renewable Energy Ltd. (“SRE”) and other lenders signatory thereto, pursuant to which such lenders committed to loan SRE an aggregate principal amount of €500,000 (€375,000 of which was committed by us), with interest accruing on the principal at the rate of 7% per annum, to be paid annually beginning June 30, 2025.

In connection with the Loan Agreement, on July 31, 2024, we entered into a Loan and Partnership Agreement (the “Loan and Partnership Agreement”) with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG (the “Partnership”), SRE, and other lenders signatory thereto (collectively, the “Lenders”), pursuant to which the Lenders committed to loan the Partnership (the “SRE Loan”) an aggregate principal amount of €2,080,000 (€1,560,000 of which was committed by us).

On June 23, 2025, in accordance with Addendum No. 1 to the SRE Loan and Partnership Agreement, the Lenders provided €25,000 in additional funding and on September 8, 2025, the Partnership entered into Addendum No. 2 to the SRE Loan and Partnership Agreement, pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of €600,000.

Pure Capital Credit Facility

On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (“Pure Capital”) providing for up to EUR 6,000,000 in financing (the “Pure Capital Credit Facility”). Up to EUR 2,000,000 may be used to finance one project in Germany, and the remaining EUR 4,000,000 may be used for other projects, in each case subject to Pure Capital’s prior approval. Interest accrues at a rate of 7% per annum and is payable in advance by the Company, with such interest deducted from each drawdown, for a period of twenty-four months. The Pure Capital Credit Facility will terminate on the earlier of (i) the drawdown of the full EUR 6,000,000 and (ii) five years from the date of the facility agreement (the “Drawdown Period”).

Amounts borrowed under the Pure Capital Credit Facility must be repaid from proceeds derived from the pre-approved projects or, during the Drawdown Period, from 33% of the proceeds of other Company financing transactions. After the Drawdown Period, any unpaid amounts may be repaid from any other sources.

In connection with the facility agreement, the Company agreed to issue to Pure Capital a five-year warrant (the “Warrant”) to purchase 52,858 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $3.50 per share. The Warrant is exercisable immediately upon issuance. The exercise price and the number of Warrant Shares are subject to adjustment in the event of issuances of common stock, options, or convertible securities, and for stock combination events, in each case as described in the Warrant. In the event of a fundamental transaction, as described in the Warrant, the successor entity will be required to assume the Company’s obligations under the Warrant. Under the Warrant, Pure Capital may also require the Company to repurchase the Warrant for its Black-Scholes value in cash.

As of November 13, 2025, the Company had made aggregate drawdowns of approximately EUR 1,020,000 (approximately $1,105,000) and repayments of approximately EUR 1,015,000 (approximately $1,158,000) under the facility agreement.

Results of Operations

Revenues and Cost of Revenues

Our total revenue consists of the sale of products and our cost of revenues consists of cost of products.

The following table sets forth our revenues and costs of revenues:

	Nine Months Ended September 30,						Three Months Ended September 30,
U.S. dollars	2025			2024			2025			2024

Revenues from sales of products		68,000			69,000			2,000			9,000
Cost of sales		(19,000	)		(110,000	)		(2,000	)		(77,000	)
Gross profit (loss)		49,000			(41,000	)		-			(68,000	)

Operating Expenses

Our operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.

Research and Development Expenses

Our research and development expenses consist primarily of professional fees and other related research and development expenses.

	Nine Months Ended September 30,				Three Months Ended September 30,
U.S. dollars	2025		2024		2025		2024
Professional services		81,000		37,000		52,000		19,000
Other expenses		-		1,000		-		-
Total		81,000		38,000		52,000		19,000

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses, professional fees and other expenses.

	Nine Months Ended September 30,				Three Months Ended September 30,
U.S. dollars	2025		2024		2025		2024
Salaries and related expenses		49,000		65,000		12,000		18,000
Professional fees		43,000		37,000		14,000		19,000
Travel expenses		-		20,000		-		13,000
Transport and storage		17,000		37,000		3,000		10,000
Other expenses		21,000		20,000		5,000		5,000
Total		130,000		179,000		34,000		65,000

General and Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation, salaries, insurance and other non-personnel related expenses.

	Nine Months Ended September 30,				Three Months Ended September 30,
U.S. dollars	2025		2024		2025		2024
Professional services		1,853,000		1,602,000		867,000		624,000
Share based compensation		2,141,000		814,000		112,000		553,000
Salaries and related expenses		131,000		34,000		53,000		-
Legal expenses		273,000		151,000		144,000		43,000
Insurance		111,000		124,000		33,000		39,000
Registration fees		61,000		39,000		18,000		13,000
Other expenses		47,000		42,000		13,000		12,000
Total		4,617,000		2,806,000		1,240,000		1,284,000

Three months ended September 30, 2025 compared to three months ended September 30, 2024

Revenues

Revenues for the three months ended September 30, 2025 were $2,000, compared to $9,000 during the three months ended September 30, 2024. The decrease is mainly a result of a decrease in sales in Israel.

Cost of Sales

Cost of sales consists primarily of materials, and overhead costs of manufacturing our products. Cost of sales for the three months ended September 30, 2025 was $2,000, a decrease of $75,000, or 97%, compared to the cost of sales of $77,000 for the three months ended September 30, 2024. The decrease is mainly a result of an inventory write-off in South Africa in 2024.

Gross loss

Gross loss for the three months ended September 30, 2025 was zero, a decrease of $68,000, or 100%, compared to a gross loss of $68,000 for the three months ended September 30, 2024. The decrease is mainly a result of the decrease in cost of sales.

Research and Development Expenses

Research and development expenses consist of service providers’ costs and overhead expenses. Research and development expenses for the three months ended September 30, 2025 were $52,000, an increase of $33,000, or 174%, compared to research and development expenses of $19,000 for the three months ended September 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.

Selling and Marketing Expenses

Selling and marketing expenses consisted primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the three months ended September 30, 2025 were $34,000, a decrease of $31,000, or 48%, compared to total selling and marketing expenses of $65,000 for the three months ended September 30, 2024. The decrease is mainly attributable to the decrease in transport and storage expenses, and related costs associated with our sales.

General and Administrative Expenses

General and administrative expenses consisted primarily of professional services, share based compensation and salaries and related expenses, as well as other non-personnel related expenses such as legal expenses, directors’ fees and insurance costs. General and administrative expenses for the three months ended September 30, 2025 were $1,240,000, a decrease of $44,000, or 3%, compared to general and administrative expenses of $1,284,000 for the three months ended September 30, 2024. The decrease is mainly a result of the decrease in share-based compensation offset by increase in professional services and legal expenses.

Financing income (expenses), Net

Financing income, net for the three months ended September 30, 2025 was $183,000, an increase of $224,000, or 546%, compared to financing expenses, net of $41,000 for the three months ended September 30, 2024. The increase is mainly a result of an increase in financing income related to changes in the fair value of PIPE’s warrant liability and credit facility.

Total Comprehensive Gain (loss)

As a result of the foregoing, our total comprehensive gain for the three months ended September 30, 2025 was $367,000 compared to comprehensive loss of $2,314,000 for the three months ended September 30, 2024, a decrease of $2,681,000, or 116%.

Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

Revenues

Revenues for the nine months ended September 30, 2025 were $68,000, a decrease of $1,000, or 1%, compared to $69,000 during the nine months ended September 30, 2024.

Cost of Sales

Cost of sales consists primarily of salaries, materials and overhead costs of manufacturing our products. Cost of sales for the nine months ended September 30, 2025 were $19,000, a decrease of $91,000, or 83%, compared to $110,000 for the nine months ended September 30, 2024. The decrease is mainly results from a decrease in salaries.

Gross Profit (loss)

Gross profit for the nine months ended September 30, 2025 was $49,000, an increase of $90,000, or 220%, compared to a gross loss of $41,000 for the nine months ended September 30, 2024. The increase is mainly a result of the decrease in cost of sales.

Research and Development Expenses

Research and development expenses consist of service providers’ fees and overhead expenses. Research and development expenses for the nine months ended September 30, 2025 were $81,000, an increase of $ 43,000, or 113%, compared to research and development expenses of $38,000 for the nine months ended September 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses for selling and marketing personnel, travel related expenses and services providers and commissions. Selling and marketing expenses for the nine months ended September 30, 2025 were $130,000, a decrease of $49,000, or 27%, compared to total selling and marketing expenses of $179,000 for the nine months ended September 30, 2024. The decrease is mainly attributable to the decrease in salaries and related expenses, transport and storage expenses and travel expenses.

General and Administrative Expenses

General and administrative expenses consist primarily of professional services, salaries and related expenses including share based compensation as well as other non-personnel related expenses such as legal expenses and directors and insurance costs. General and administrative expenses for the nine months ended September 30, 2025 were $4,617,000, an increase of $1,811,000, or 65%, compared to total general and administrative expenses of $2,806,000 for the nine months ended September 30, 2024. The increase is mainly a result of the increase in share-based compensation, salaries and related expenses and legal expenses.

Financing expenses, Net

Financing expenses, net, for the nine months ended September 30, 2025, were $1,832,000, an increase of $1,716,000, or 1,479%, compared to total financing expenses of $116,000 for the nine months ended September 30, 2024. The increase is mainly a result of an increase in financing expenses related to changes in the fair value of PIPE’s warrant liability and credit facility.

Total Comprehensive Loss

As a result of the foregoing, our total comprehensive loss for the nine months ended September 30, 2025 was $5,412,000, compared to $3,936,000 for the nine months ended September 30, 2024, an increase of $1,476,000, or 38%.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through September 30, 2025, we have funded our operations, principally with the issuance of equity and debt.

As of September 30, 2025, we had cash and cash equivalents of $6,044,000, as compared to $2,750,000 as of September 30, 2024. As of September 30, 2025, we had a working capital of $6,598,000, as compared to $2,854,000 as of September 30, 2024. The increase in our cash balance is mainly attributable to cash provided by financing activities offset by cash used in operations and cash used in investing activities.

On July 23, 2023, we entered into a standby equity purchase agreement with the Investor, pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, subject to certain limitations, including that (i) the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.

On December 22, 2023, we entered into an additional standby equity purchase agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 2027, or when the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the purchase agreement upon five trading days’ prior written notice to the Investor. During 2024, we have sold 190,477 shares of common stock at an average purchase price of $16.45 to the Investor.

In connection with and subject to the satisfaction of certain conditions set forth in the purchase agreement, upon our request, the Investor pre-advanced to us up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the purchase agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by us pursuant to the purchase agreement for the sale of shares will first be used to satisfy any payments due under an outstanding.

On May 12, 2025, we entered into a purchase agreement with the Investor for the balance of approximately $16 million remains available under the standby equity purchase agreement, accordingly, as described above in Recent Developments, pursuant to which the Investor committed to advance us the aggregate principal amount of $3,000,000.

On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.

As of November 13, 2025, we have sold 587,661 shares of common stock at an average purchase price of $7.54 to the Investor.

On October 20, 2025, upon fulfillment of all remaining closing conditions set forth in the Agreement, and as consideration thereunder, the Company remitted a cash payment in the amount of $700,000 to SciSparc.

The table below presents our cash flows for the periods indicated:

	Nine Months Ended September 30,
	2025			2024
Net cash used in operating activities		(2,311,000	)		(2,927,000	)

Net cash used in investing activities		(1,898,000	)		(1,373,000	)

Net cash provided by financing activities		8,097,000			2,601,000

Effect of exchange rate changes on cash and cash equivalents and restricted cash		(27,000	)		(6,000	)

Increase (decrease) in cash and cash equivalents		3,861,000			(1,705,000	)

Going Concern

Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of September 30, 2025, we had an accumulated deficit of $39,826,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the date of this Quarterly Report.

We believe that our existing capital resources will be sufficient to support our operating plan through the end of the first quarter of 2026; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.

As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Quarterly Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.

Operating Activities

Net cash used in operating activities was $2,311,000 for the nine months ended September 30, 2025, as compared to $2,927,000 for the nine months ended September 30, 2024. The decrease is mainly attributable to favorable changes in working capital, mainly an increase in other liabilities and a decrease in accounts receivable, partially offset by an increase in prepaid expenses and lower inventory reductions during the nine months ended September 30, 2025.

Investing Activities

Net cash used in investing activities was $1,898,000 for the nine months ended September 30, 2025, as compared to net cash used in investing activities of $1,373,000 for the nine months ended September 30, 2024. The increase is mainly attributable to the investment in renewable energy projects and loans to MitoCareX.

Financing Activities

Net cash provided by financing activities was $8,097,000 for the nine months ended September 30, 2025, as compared to net cash provided by financing activities of $2,601,000 for the nine months ended September 30, 2024. The increase is the result of proceeds from a private offering of common stock and proceeds from standby equity purchase agreement and promissory note.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including each of our Principal Executive Officer and our Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on such evaluation, each of our Principal Executive Officer and Principal Financial Officer has concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

Except as set forth below, there were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

On July 31, 2025, we issued an aggregate of 85,716 shares of common stock outside of the Plan to three consultants in consideration of investor relations and business development services provided to the Company, pursuant to consulting agreements, dated July 31, 2025.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2025, none of the Company’s directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangements as defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibit
Number		Description
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document
101.INS*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 13, 2025	N2OFF, INC.

	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Dated: November 13, 2025	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

N2OFF, Inc. 10-Q