N2OFF, Inc.
For the period ended Sep 30, 2025. Filed Nov 13, 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.
Sep 30, 2025 · Filed Nov 13, 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 2025-06-30; filed 2025-08-14.
0001493152-25-011990
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022355
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 78 previous paragraphs and 95 current paragraphs.
36 unchanged; 28 reworded; 28 added; 14 removed; 0 previous and 3 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 (28)
Current report
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.
Current report
MitoCareX Closing
Current report
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.
Current report
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.
Current report
Fourth Loan Agreement to MitoCareX
Current report
Special General Meeting
Current report
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.
Current report
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.
Current report
Reverse Stock Split
Current report
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.
Current report
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.
Current report
All share, stock option, and per share information presented in these consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.
Current report
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.
Current report
Solterra Transactions
Current report
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.
Current report
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).
Current report
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.
Current report
Pure Capital Credit Facility
Current report
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”).
Current report
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.
Current report
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.
Current report
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.
Current report
Gross loss
Current report
Financing income (expenses), Net
Current report
Total Comprehensive Gain (loss)
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (14)
Previous 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.
Previous report
Securities Purchase and Exchange Agreement
Previous 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.
Previous 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.
Previous 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.
Previous report
Third Loan Agreement
Previous report
Amendments to MitoCareX Loan Agreements
Previous 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.
Previous 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.
Previous report
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 report
Gross Profit
Previous report
Financing expenses, Net
Previous report
Total Comprehensive Loss
Previous report
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.
Reworded paragraphs (28)
Previous wording
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 wording
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.
Previous 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:
Current wording
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:
Previous wording
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 wording
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”).
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
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 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.
Current wording
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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
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 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.
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 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.
Previous wording
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 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 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.
Previous 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.
Current wording
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.
Previous wording
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%.
Current wording
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%.
Previous wording
Six months ended June 30, 2025 compared to six months ended June 30, 2024
Current wording
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
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 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous 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%.
Current wording
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%.
Previous 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.
Current wording
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.
Previous wording
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. As of August 14, 2025, we have sold 6,666,667 shares of common stock at an average purchase price of $0.47 to the Investor.
Current wording
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.
Previous wording
A balance of approximately $16 million remains available under the standby equity purchase agreement, accordingly, as described above in Recent Developments, on May 12, 2025, we entered into a purchase agreement with the Investor pursuant to which the Investor committed to advance us the aggregate principal amount of $3,000,000.
Current wording
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.
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 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.
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 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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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 — wording carried from elsewhere
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.