N2OFF, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
NXTS$0.51+6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010883
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011990
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 66 previous paragraphs and 78 current paragraphs.
28 unchanged; 19 reworded; 29 added; 16 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
We are focused on sustainable operations in various industries such as agri-food tech and solar projects, specializing in eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides.
Current report
NTWO OFF was incorporated in August 2023 under the name Nitrousink Ltd, to offer a solution to mitigate N2O (nitrous oxide) emissions and to promote agricultural practices that are both environmentally friendly and economically viable. As described below, on April 9, 2025, we sold all of our shares in NTWO OFF to Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), for 15,000 New Israeli shekels.
Current report
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.
Current report
Amendment to Purchase Agreement
Current report
The Purchase Agreement Amendment provides for the issuance by the Company of an additional 574,325 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.
Current report
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.
Current report
Securities Purchase and Exchange Agreement
Current report
On February 25, 2025, the Company entered into a Securities Purchase and Exchange Agreement (the “MitoCareX Agreement”) with MitoCareX, a private company incorporated under the laws of the State of Israel (“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”, and together with the Company, the “Parties”) 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, thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company.
Current report
On May 18, 2025, the Parties amended the MitoCareX Agreement by extending the exclusivity period set forth in Section 1.08 of the MitoCareX Agreement by an additional ninety (90) days, such that either Party may terminate the Agreement in the event that the Closing Date (as defined therein) shall not have occurred within one hundred and eighty (180) days of the date of the MitoCareX Agreement. All other terms of the MitoCareX Agreement remain in full force and effect.
Current report
On July 23, 2025, the Parties amended the MitoCareX Agreement (the “Second Amendment”), which Second Amendment provides the following changes to the MitoCareX Agreement: (i) the allocation of additional consideration among the Sellers was updated; the definition of “Fully-Diluted Basis” was updated to specify that 32,808,629 shares of common stock were issued, which increase relates to certain issuances of common stock that occurred following the execution of the MitoCareX Agreement and the Outside Date that either party can terminate by an additional 90 days, such that either party may terminate the Agreement in the event that the Closing Date shall not have occurred within two hundred and seventy (270) days of the date of the MitoCareX Agreement.
Current report
The closing of the MitoCareX acquisition is subject to stockholder approval at a special meeting of stockholders to be held on September 25, 2025.
Current report
Third Loan Agreement
Current report
On May 22, 2025, we entered into a third loan agreement (the “Third Loan Agreement”) with MitoCareX, and L.I.A. Pure Capital Ltd., an Israeli company (“Pure Capital”) pursuant to which we agreed to loan $250,000 (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. In the event of a transaction whereby MitoCareX becomes 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 the foregoing transaction. Pure Capital has agreed to guarantee the repayment of the Loan. The purpose of the Third Loan Agreement is to assist MitoCareX with financing its ongoing costs and obligations until closing of the MitoCareX Agreement has occurred.
Current report
Amendments to MitoCareX Loan Agreements
Current report
We previously entered into two loan agreements with MitoCareX on December 22, 2024, and on March 12, 2025 (the “First Loan Agreement” and the “Second Loan Agreement”, respectively) pursuant to which in each loan, the Company provided a loan of $250,000 to MitoCareX under substantially the same terms as the Third Loan Agreement.
Current report
On May 22, 2025, the First Loan Agreement and the Second Loan Agreement were amended to extend the term of each loan by 180 days. Accordingly, the first loan is due December 21, 2025; the second loan March 11, 2026; and the third loan is due November 21, 2026.
Current report
For the three months ended June 30, 2025 there were no revenues, compared to $17,000 during the three months ended June 30, 2024. The decrease is mainly a result of a decrease in sales in Israel.
Current report
Gross Profit (loss)
Current report
Financing expenses, Net
Current report
Six months ended June 30, 2025 compared to six months ended June 30, 2024
Current report
Revenues
Current report
Cost of Sales
Current report
Gross profit for the six months ended June 30, 2025 was $49,000, an increase of $22,000, or 81%, compared to a gross profit of $27,000 for the six months ended June 30, 2024. The increase is mainly a result of the decrease in revenue.
Current report
Research and development expenses consist of service providers’ fees and overhead expenses. Research and development expenses for the six months ended June 30, 2025 were $29,000, an increase of $ 10,000, or 53%, compared to research and development expenses of $19,000 for the six months ended June 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.
Current report
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 six months ended June 30, 2025 were $95,000, a decrease of $19,000, or 17%, compared to total selling and marketing expenses of $114,000 for the six months ended June 30, 2024. The decrease is mainly attributable to the decrease in salaries and related expenses and transport and storage expenses offset by an increase in other related costs associated with our sales.
Current report
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 six months ended June 30, 2025 were $3,377,000, an increase of $1,855,000, or 122%, compared to total general and administrative expenses of $1,522,000 for the six months ended June 30, 2024. The increase is mainly a result of the increase in share-based compensation, salaries and related expenses and legal expenses offset by a decrease in insurance costs.
Current report
Financing expenses, Net
Current report
Total Comprehensive Loss
Current report
As a result of the foregoing, our total comprehensive loss for the six months ended June 30, 2025 was $5,778,000, compared to $1,622,000 for the six months ended June 30, 2024, an increase of $4,156,000, or 256%.
Removed paragraphs (16)
Previous report
Purchase Agreement
Previous report
Pursuant to the terms of the Agreement, among other things, we will not incur any additional debt other than as permitted by the Agreement and will not issue any securities with a conversion price that is based on the price of our shares of common stock, including any reset provisions or any equity line of credit or similar arrangements. We are further prohibited from selling securities at an implied discount to the market price in excess of 30%. Any equity financing permitted by the Investor will be used by us to repay the Notes.
Previous report
The Notes to be issued at each Closing will be issued at a purchase price equal to 100% of the amount advanced to us, bear interest at 8% per annum and mature 12 months from issuance. Sixty days after the issuance of each Note, we will pay the Investor in ten equal monthly installments $150,000 of principal and accrued and unpaid interest thereon. Such monthly installments can be made, at our option, in cash or by submitting an advance notice pursuant to the SEPA, or any combination thereof. The Note provides for typical events of default, including our failure 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. We have the right to prepay all or a portion of the outstanding principal and accrued interest thereon by paying a prepayment premium of 5% of the principal amount of each prepayment.
Previous report
We paid the Investor a structuring fee of $15,000 and will issue 675,675 shares of common stock to the Investor which represents $300,000 worth of shares of common stock based on the last closing price of the shares of common stock immediately before the execution and delivery of the Agreement.
Previous report
Issuances to certain consultants and officers
Previous report
On May 11, 2025, we issued (i) 300,000 shares of common stock to a consultant for accounting and controller services provided to the Company; (ii) 600,000 shares of common stock to David Palach, our Chief Executive Officer, and (iii) 300,000 shares of common stock to Lital Barda, our Chief Financial Officer, under our 2022 Share Incentive Plan and an aggregate of 3,200,000 shares of common stock outside of such Plan to consultants in consideration of various financial, investor relations and business development services provided to the Company.
Previous report
NTWO OFF Ltd. Purchase Agreement
Previous report
On April 9, 2025, we entered into a share purchase agreement (the “NTWO Agreement”), with Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”), and NTWO OFF Ltd., our former 60% owned subsidiary (“NTWO”), pursuant to which we sold 4,200,000 ordinary shares, representing all of our share ownership in NTWO, toYaaran for NIS 15,000. The NTWO Agreement also provided that all obligations under the Stock Exchange Agreement, dated July 11, 2023, between us, Yaaran and NTWO, as amended on July 24, 2023 and August 13, 2023, are null and void and of no further force and effect. Upon the consummation of NTWO Agreement, each of our representatives on the board of directors of NTWO, David Palach and Udi Kalifi, resigned.
Previous report
Research and Development Expenses
Previous report
Selling and Marketing Expenses
Previous report
General and Administrative Expenses
Previous report
Research and Development Expenses
Previous report
Selling and Marketing Expenses
Previous report
General and Administrative Expenses
Previous report
Financing (expenses) Income, Net
Previous report
On August 18, 2022, we issued an aggregate of 228,572 shares of common stock at a public offering price of $21.00 per share in an underwritten offering for gross proceeds of approximately $4,800,000. In connection therewith, we granted the underwriter a 45-day option to purchase up to 34,286 additional shares of common stock at the public offering price of $21.00 per share, less underwriting discounts and commissions solely to cover over-allotments and issued ThinkEquity LLC a five-year warrant to purchase up to 11,429 shares of common stock, at a per share exercise price equal to 125% of the August 2022 Underwritten Offering price per share of common stock.
Reworded paragraphs (19)
Previous wording
We operate through our majority-owned Israeli subsidiary and our joint venture:
Current wording
We currently operate through our majority-owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:
Previous wording
Save Foods’ solutions are based on its proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations. Save Foods’ products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides. Save Foods’ “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 Save Foods’ products is that its ingredients do not leave any toxicological residues on the fresh produce it treats. In contrast, by forming a temporary protective shield around the fresh produce Save Foods treats, its products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.
Current wording
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.
Previous wording
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 in the future. 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.
Current wording
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.
Previous wording
On May 12, 2025, we entered into a Purchase Agreement (the “Agreement”) with YA II PN, Ltd. (the “Investor”) pursuant to which the Investor committed to advance us the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be made available within 60 days following the date a new registration statement has been filed by us with the SEC registering the resale of the shares of common stock issuable pursuant to the Standby Equity Purchase Agreement dated as of December 22, 2023 (the “SEPA”) between us and the Investor (the “First Closing”), and (ii) up to $1,500,000 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”). A balance of approximately $16 million remains available under the SEPA, however, all of the shares of common stock previously registered under a registration statement which was declared effective by the SEC on February 6, 2025 (registration statement no. 333-276474) have been sold. In order to continue to access the SEPA, we need to register additional shares of common stock to be offered and sold to the Investor pursuant to the terms of the SEPA. The Second Closing must take place within 180 days of the First Closing.
Current wording
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.
Previous wording
Selling and marketing expenses consist primarily of salaries and related expenses, professional fees, travel and other expenses.
Current wording
Selling and marketing expenses consist primarily of salaries and related expenses, professional fees and other expenses.
Previous wording
Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products. Cost of sales for the three months ended March 31, 2025 was $14,000, a decrease of $14,000, or 50%, compared to the cost of sales of $28,000 for the three months ended March 31, 2024. The decrease is mainly a result of an inventory write-off in Turkey in 2024 and a decrease in salaries.
Current wording
Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products. Cost of sales for the three months ended June 30, 2025 was $2,000, a decrease of $4,000, or 67%, compared to the cost of sales of $6,000 for the three months ended June 30, 2024. The decrease is mainly a result of an inventory write-off in Turkey in 2024 and a decrease in salaries.
Previous wording
Gross profit for the three months ended March 31, 2025 was $52,000, an increase of $36,000, or 225%, compared to a gross profit of $16,000 for the three months ended March 31, 2024. The increase is mainly a result of the decrease in cost of sales.
Current wording
Gross loss for the three months ended June 30, 2025 was $2,000, a decrease of $13,000, or 118%, compared to a gross profit of $11,000 for the three months ended June 30, 2024. The decrease is mainly a result of the decrease in cost of sales.
Previous wording
Research and development expenses consist of service providers’ costs and overhead expenses. Research and development expenses for the three months ended March 31, 2025 were $20,000, a decrease of $96,000, or 83%, compared to research and development expenses of $116,000 for the three months ended March 31, 2024. The decrease is mainly attributable to decrease in professional fees associated with NTWO OFF Ltd.’s activities.
Current wording
Research and development expenses consist of service providers’ costs and overhead expenses. Research and development expenses for the three months ended June 30, 2025 were $9,000, an increase of $3,000, or 50%, compared to research and development expenses of $6,000 for the three months ended June 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.
Previous wording
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 March 31, 2025 were $47,000, a decrease of $10,000, or 19%, compared to total selling and marketing expenses of $57,000 for the three months ended March 31, 2024. The decrease is mainly attributable to the decrease in salaries, and related costs associated with our sales, resulting from a reduction in personnel following our cost reduction measures in 2024 offset by an increase in professional fees.
Current wording
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 June 30, 2025 were $49,000, a decrease of $8,000, or 14%, compared to total selling and marketing expenses of $57,000 for the three months ended June 30, 2024. The decrease is mainly attributable to the decrease in transport and storage expenses, and related costs associated with our sales.
Previous wording
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 March 31, 2025 were $604,000, a decrease of $138,000, or 19%, compared to general and administrative expenses of $742,000 for the three months ended March 31, 2024. The decrease is mainly a result of the decrease in share-based compensation, professional services and insurance costs.
Current wording
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 June 30, 2025 were $2,772,000, an increase of $1,977,000, or 249%, compared to general and administrative expenses of $795,000 for the three months ended June 30, 2024. The increase is mainly a result of the increase in share-based compensation, salaries and related expenses and legal expenses.
Previous wording
Financing expenses, net for the three months ended March 31, 2025 was $813,000, an increase of $818,000, or 16,360%, compared to financing income, net of $5,000 for the three months ended March 31, 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.
Current wording
Financing expenses, net for the three months ended June 30, 2025 was $1,203,000, an increase of $1,124,000, or 1,423%, compared to financing expenses, net of $79,000 for the three months ended June 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.
Previous wording
As a result of the foregoing, our total comprehensive loss for the three months ended March 31, 2025 was $1,257,000 compared to $822,000 for the three months ended March 31, 2024, an increase of $435,000, or 53%.
Current wording
As a result of the foregoing, our total comprehensive loss for the three months ended June 30, 2025 was $4,516,000 compared to $800,000 for the three months ended June 30, 2024, an increase of $3,716,000, or 465%.
Previous wording
Revenues for the three months ended March 31, 2025 were $66,000, an increase of $22,000 or 50%, compared to $44,000 during the three months ended March 31, 2024. The increase is mainly a result of an increase in sales to our US client.
Current wording
Revenues for the six months ended June 30, 2025 were $66,000, an increase of $5,000, or 8%, compared to $61,000 during the six months ended June 30, 2024. The increase is mainly a result of an increase in our sales to our US client.
Previous wording
As of March 31, 2025, we had cash and cash equivalents of $2,724,000, as compared to $3,490,000 as of March 31, 2024. As of March 31, 2025, we had a working capital of $3,359,000, as compared to $3,861,000 as of March 31, 2024. The decrease in our cash balance is mainly attributable to cash used in operations and cash used in investing activities offset by cash provided by financing activities.
Current wording
As of June 30, 2025, we had cash and cash equivalents of $3,138,000, as compared to $4,468,000 as of June 30, 2024. As of June 30, 2025, we had a working capital of $3,956,000, as compared to $3,873,000 as of June 30, 2024. The decrease in our cash balance is mainly attributable to cash used in operations and cash used in investing activities offset by cash provided by financing activities.
Previous wording
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 March 31, 2025, we had an accumulated deficit of $35,746,000, 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.
Current wording
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 June 30, 2025, we had an accumulated deficit of $40,255,000, 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.
Previous wording
We believe that our existing capital resources will be sufficient to support our operating plan through the end of the fourth quarter of 2025; 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.
Current wording
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.
Previous wording
Net cash used in operating activities was $809,000 for the three months ended March 31, 2025, as compared to $1,008,000 for the three months ended March 31, 2024. The decrease is mainly attributable to a decrease in our cash operating expenses and decrease in the change in accounts payable compared to the three months ended March 31, 2024 .
Current wording
Net cash used in operating activities was $1,337,000 for the six months ended June 30, 2025, as compared to $2,036,000 for the six months ended June 30, 2024. The decrease is mainly attributable to a decrease in our cash operating expenses and decrease in the change in accounts payable and other liabilities compared to the six months ended June 30, 2024.
Previous wording
Net cash used in investing activities was $1,176,000 for the three months ended March 31, 2025, as compared to net cash used in investing activities of $0 for the three months ended March 31, 2024. The increase is mainly attributable to the investment in renewable energy projects and loans to Solterra.
Current wording
Net cash used in investing activities was $1,625,000 for the six months ended June 30, 2025, as compared to net cash used in investing activities of $162,000 for the six months ended June 30, 2024. The increase is mainly attributable to the investment in renewable energy projects and loans to MitoCareX.
Previous wording
Net cash provided by financing activities was $2,532,000 for the three months ended March 31, 2025, as compared to net cash provided by financing activities of $40,000 for the three months ended March 31, 2024. The increase is the result of proceeds from a private offering of common stock and warrants and a credit facility.
Current wording
Net cash provided by financing activities was $3,934,000 for the six months ended June 30, 2025, as compared to net cash provided by financing activities of $2,208,000 for the six months ended June 30, 2024. The increase is the result of proceeds from a private offering of common stock and warrants and a credit facility.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Cost of sales consists primarily of salaries, materials and overhead costs of manufacturing our products. Cost of sales for the six months ended June 30, 2025 were $17,000, a decrease of $17,000, or 50%, compared to $34,000 for the six months ended June 30, 2024. The decrease is mainly results from a decrease in salaries.
Current report — wording carried from elsewhere
Financing expenses, net, for the six months ended June 30, 2025, were $2,011,000, an increase of $1,937,000, or 2,618%, compared to total financing expenses of $74,000 for the six months ended June 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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
We develop eco-friendly “green” solutions for the food industry. Our solutions are developed 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.
Previous report — wording carried elsewhere
(1) Save Foods Ltd. (“Save Foods”), which focuses 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.
Previous report — wording carried elsewhere
(2) A joint venture with Solterra Renewable Energy Ltd. (“Solterra”), which operates in the solar energy industry and presents certain investment opportunities in solar PV projects.