N2OFF Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (the “Annual Report”) includes a number of forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of our company and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Those risks and uncertainties include, among others:
| ● | our customers require that our products undergo a lengthy pilot period without any assurance of sales; |
| ● | our history of operating losses and expectation to incur additional losses in the future; |
| ● | our ability to raise additional capital to meet our liquidity needs; |
| ● | because of our limited operating history, we may not be able to successfully operate our business or execute our business plan; |
| ● | our products and technology requiring additional trials, which could prolong the sales cycle; |
| ● | commercial success of our new generation products, as well as any future products, and the degree of market acceptance by the packing house community as well as by other prospect markets and industries; |
| ● | our ability to comply with the continued listing standards of the Nasdaq Capital Market; |
| ● | sales of our products; |
| ● | the size and growth of our product market; |
| ● | our ability to obtain market acceptance of our environmentally friendly solutions for fruits and vegetables; |
| ● | conditions in Israel, including the effect of recent attacks by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, on our operations and ability to manage and market our products, among other things, the direct effects of the war on the agriculture in Israel, which could indirectly lead to a decrease in revenues; |
| ● | our inability to respond effectively to technological changes in our industry, which could reduce the demand for our products; |
| ● | our ability or our contractors or service providers ability to comply with laws and regulations, to develop, market and sell our products or future products; |
| ● | our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, Turkey, Egypt, South Africa, Brazil, and Israel, which might take longer than expected; |
| ● | significant competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment of fruits and vegetables, and other edible matter; |
| ● | our reliance on a limited number of suppliers to produce certain key components of our products; |
| ● | our ability to establish and maintain strategic partnerships with third parties, including for the distribution of products; |
| ● | our ability to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services; |
| ● | our reliance on rapidly establishing global distributorship network in order to effectively market our products; |
| ● | results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals; |
| ● | 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; |
| ● | our business and operations may be affected by climate change conditions, which could materially harm our financial results; |
| ● | portfolio concentration; |
| ● | international expansion of our business and operations; |
| ● | information with respect to any other plans and strategies for our business; |
| ● | NTWO OFF’s ability to evolve its’ business strategy; |
| ● | NTWO OFF may become subject to environmental related claims, which could incur significant cost and time to comply; |
| ● | NTWO OFF’s ability to obtain certain permits to operate its nitrous oxide business; and |
| ● | NTWO OFF’s ability to successfully and timely develop its products. |
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 Annual Report and in our other reports filed with the Securities and Exchange Commission. 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 Annual Report and unless otherwise indicated, the terms “N2OFF,” “we,” “us,” “our,” or “our company” refer to N2OFF, Inc. and Save Foods Ltd., our 98.48% owned subsidiary and NTWO OFF Ltd our 60% owned subsidiary. Unless otherwise specified, all dollar amounts are expressed in United States dollars.
On March 19, 2024, we changed our name from “Save Foods, Inc.” to “N2OFF, Inc.” and therefore all such references in this Annual Report have been changed to reflect our new name. Additionally, on the same date, we changed our trading symbol with Nasdaq from “SVFD” to “NITO” in connection with the foregoing name change.
Unless noted otherwise, all references to the number of shares of common stock, stock option and per share information in this Annual Report have been adjusted retroactively to reflect the 1:7 reverse stock split of our common stock that became effective on October 5, 2023.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.