Nexentis Technologies Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
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-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001513
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001493152-26-014183
Item 7. 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 100 previous paragraphs and 76 current paragraphs.
35 unchanged; 13 reworded; 28 added; 52 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 4 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 is a drug discovery company dedicated to the development of cancer therapeutics by targeting the mitochondrial carrier family (SLC25A protein family) with a specific focus on one undisclosed SLC25A protein of interest. The company’s core technology and know-how relate to structural biology combined with computational chemistry – a knowledge that can be utilized for potentially each of the 53 protein members belonging to the SLC25A family (i.e., a platform-based drug discovery company). MitoCareX’s current focus is on Non-Small Cell Lung Cancer (NSCLC) therapeutics however it may consider other oncology and non-oncology indications in the future. MitoCareX’s mission is to be the foremost biopharma company that develops and delivers transformative metabolic-based therapies that improve and extend the lives of patients.
Current report
During 2025, the Company underwent significant changes to its business operations. In April 2025, the Company completed the sale of its NTWO OFF Ltd. operations. In addition, during 2025, the Company classified its Save Foods operations as held for sale and discontinued operations. Accordingly, the results of these operations are presented separately in the consolidated financial statements and are not included in the discussion of continuing operations below.
Current report
As a result of these changes, the Company’s consolidated financial statements for the periods presented have been reclassified to conform to the current presentation, and therefore may not be directly comparable to prior periods. Unless otherwise indicated, the discussion below relates to the Company’s continuing operations.
Current report
Save Foods Transaction
Current report
On January 13, 2026, we entered into the SF Agreement with Voice Assist. Pursuant to the SF Agreement, at the Closing we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding share capital of Save Foods (the “SF Shares”), free and clear of any encumbrances. The SF Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type.
Current report
On the terms and subject to the conditions set forth in the SF Agreement, the consideration delivered by Voice Assist to us for the SF Shares consist of the issuance at Closing to us of that number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock on a fully-diluted basis, calculated as of immediately following the closing of the SF Agreement.
Current report
We also entered into a Services Agreement with Voice Assist (the “SF Services Agreement”), pursuant to which we provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time.
Current report
On the terms and subject to the conditions set forth in the SF Services Agreement, the consideration to be delivered by Voice Assist to us consists of (i) deferred cash consideration in an aggregate amount of $1,000,000, payable solely from future Voice Assist equity and/or debt financing transactions completed during the five-year period beginning on the execution date of the SF Services Agreement, in installments equal to no less than 5% and no more than 15% of the gross proceeds actually received by Voice Assist in each such financing, with each installment payable within 20 days after Voice Assist’s receipt of such proceeds, subject to an aggregate cap of $1,000,000; (ii) ongoing royalty consideration equal to 75% of the gross profit generated from “New Future Projects” (as defined in the Services Agreement) during the first three years following such execution date, 15% of such gross profit generated during years four through ten following such date, and 5% thereafter, in each case calculated as set forth in the SF Services Agreement; and (iii) an amount equal to 75% of any “Ecolab Gross Proceeds” (as defined in the Services Agreement) actually received by Voice Assist, Save Foods or their respective affiliates in respect of the “Ecolab Claim,” in each case as defined and on the terms set forth in the SF Services Agreement.
Current report
The SF Services Agreement will remain in effect through calendar year 2026, and we may, in our sole discretion, extend the SF Services Agreement from time to time until we have received the full amount of the consideration payable to us under the SF Services Agreement.
Current report
There were no issuances of equity securities to directors during the year ended December 31, 2025.
Current report
On February 9, 2026, we issued 116,286 shares of common stock to the chairman of the board of directors.
Current report
Research and development expenses consist of Salaries and related expenses, service providers’ costs, related materials and overhead expenses. Research and development expenses for the year ended December 31, 2025 were $179,000, compared to no research and development expenses for the year ended December 31, 2024. The increase was attributable to research and development activities following the acquisition of MitoCareX in October 2025, including personnel-related expenses and costs associated with its ongoing development programs.
Current report
Change in fair value of contingent consideration
Current report
Change in fair value of contingent consideration for the year ended December 31, 2025 was a gain of $1,136,000. The gain is related to the contingent cash and equity consideration recognized in connection with the acquisition of MitoCareX in October 2025. The fair value of the contingent consideration is remeasured at each reporting date, and changes in fair value are recognized in the statement of operations. The gain was primarily attributable to a decrease in the estimated fair value of the contingent consideration, mainly driven by a decline in the Company’s share price.
Current report
Depreciation and amortization
Current report
Depreciation and amortization for the year ended December 31, 2025 was $78,000, compared to $0 for the year ended December 31, 2024. The increase was attributable to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX in October 2025 as part of the purchase price allocation.
Current report
Financing expenses, Net
Current report
Financing expenses, net for the year ended December 31, 2025 was $1,545,000, an increase of $1,293,000, or 513%, compared to financing expenses of $252,000 for the year ended December 31, 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.
Current report
Income taxes
Current report
Income tax benefit for the year ended December 31, 2025 was $18,000. The tax benefit in 2025 was primarily attributable to a reduction in deferred tax liabilities, and does not reflect taxable income generated from operations. The decrease in deferred tax liabilities was primarily related to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX, which resulted in a corresponding income tax benefit.
Current report
Net Loss from continued operations
Current report
Net loss from continued operations for the year ended December 31, 2025 was $3,595,000, compared to $4,319,000 for the year ended December 31, 2024, a decrease of $724,000, or 17%.
Current report
Net loss from discontinued operations
Current report
Net loss from discontinued operations for the year ended December 31, 2025 was $561,000, compared to $1,028,000 for the year ended December 31, 2024. The net loss from discontinued operations relates to the Company’s former Save Foods business, which was classified as discontinued operations during 2025.
Current report
The 2025 results include operating losses associated with this business, partially offset by a gain recognized in connection with the sale of the Company’s NTWO OFF Ltd operations in April 2025. The 2024 results include operating losses of both the Save Foods and NTWO OFF Ltd businesses.
Current report
Net cash provided by financing activities was $8,856,000 for the year ended December 31, 2025, as compared to $3,047,000 for the year ended December 31, 2024. The increase was primarily attributable to proceeds from standby equity purchase agreements of $4,151,000, proceeds from a PIPE agreement, proceeds from the exercise of warrants under the PIPE agreement, and proceeds from a promissory note. These increases were partially offset by repayments of credit facilities and promissory notes.
Current report
On May 12, 2025, we entered into a purchase agreement with the Investor, pursuant to which the Investor committed to advance us an aggregate principal amount of up to $3,000,000 in two closings of up to $1,500,000 each, subject to the filing and effectiveness of a new registration statement registering the resale of the shares issuable under the Standby Equity Purchase Agreement dated December 22, 2023 (the “SEPA”). In connection with each closing, we will issue the Investor a promissory note in the principal amount advanced, which will bear interest at 8% per annum and mature 12 months from issuance. Beginning 60 days after issuance, we will repay each note in ten equal monthly installments of $150,000 of principal plus accrued interest, which installments may be paid, at our option, in cash or by submitting an advance notice under the SEPA, or any combination thereof. We paid the Investor a structuring fee of $15,000 and agreed to issue 675,675 shares of our common stock to the Investor as commitment shares. on July 25, 2025, we entered into an amendment to the purchase agreement with the Investor. Pursuant to the amendment, among other things, the promissory notes to be issued pursuant to the purchase agreement were revised to reflect extended payment terms and certain other modifications as agreed upon by the parties. On August 12, 2025, pursuant to the terms and conditions of the May 12, 2025 purchase agreement, as amended, the Investor advanced $1,500,000 to us and we issued a promissory note to the Investor in the principal amount of $1,500,000.
Current report
On October 1, 2024, we entered into a facility agreement with L.I.A. Pure Capital Ltd. (“Pure Capital”) for a credit facility of up to EUR 6,000,000 (the “Facility Agreement”). In connection with the Facility Agreement, we issued Pure Capital a five-year warrant to purchase up to 1,850,000 shares of our common stock at an exercise price of $1.00 per share. On December 5, 2024, Pure Capital agreed, pursuant to a waiver agreement, not to exercise the warrant until we obtain stockholder approval, and waived the requirement under the Facility Agreement to file a resale registration statement within 75 days of October 1, 2024, instead permitting such registration statement to be filed within 30 days after such stockholder approval is obtained.
Removed paragraphs (52)
Previous report
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
We operate through our two majority-owned Israeli subsidiaries, and one joint venture: (1) Save Foods Ltd., 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. (2) NTWO OFF which offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide. Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide.(3) A joint venture with Solterra, which operates in the solar energy section and presents certain investment opportunities in solar PV projects.
Previous report
Our 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. In contrast, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.
Previous report
MitoCareX Bio Transactions
Previous report
On February 25, 2025, we entered into a securities purchase and exchange agreement (the “SPEA”) with MitoCareX Bio Ltd., 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 (together with SciSparc and Alon, the “Sellers”) pursuant to which we 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 N2OFF. The closing of the transactions contemplated under the SPEA is subject to stockholder approval. Under the SPEA, SciSparc will sell 6,622 Ordinary Shares to us (the “Purchased Shares”) in consideration for a cash payment of $700,000. We will issue (i) to Alon shares of our common stock representing 15.5% on a fully-diluted basis; (ii) to Ciro representing 7.75% on a fully-diluted basis; and (iii) to SciSparc representing 16.75% on a fully-diluted basis, (the “SPEA Closing”); and in exchange, each of the Sellers will transfer 100% of their Ordinary Shares to us (and for SciSparc, such amount of Ordinary Shares that, together with the Purchased Shares, represents 100% of SciSparc’s holdings in MitoCareX. The Sellers are entitled to additional shares of Common Stock, for no additional consideration, up to 25% of our issued and outstanding capital stock on a fully-diluted basis calculated as of immediately following the SPEA Closing in accordance with certain milestones set forth in the agreement. Effective as of the SPEA Closing, the board of directors of MitoCareX will be reconstituted so as to consist of three directors, all of whom will be appointed by us.
Previous report
Immediately prior to the SPEA Closing, Alon will enter into an amended employment agreement (the “Amended CEO Agreement”) with us and MitoCareX in connection with his employment as the Chief Executive Officer of MitoCareX, which Amended CEO Agreement provides, among other things, for a grant of restricted stock representing 5% of our capital stock on a fully diluted basis. Such shares will vest quarterly, in equal installments, for three years, subject to Alon’s continued employment with MitoCareX.
Previous report
The Sellers will receive, collectively, 30% of the gross proceeds of each financing transaction closed by us for five years up to $1,600,000.
Previous report
We have committed to an initial investment of $1,000,000 in MitoCareX, less any such amounts previously loaned to MitoCareX pursuant to loan agreements, dated December 22, 2024 and March 12, 2025, among N2OFF, MitoCareX and Pure Capital. and future financing of MitoCareX’s ongoing research and development subject to our board of directors approval of an operating plan and financial resources necessary to provide such funding.
Previous report
Alon, the chief executive officer of MitoCareX is the brother of Kfir Silberman, the owner of Pure Capital, a stockholder and lender of our company, and each of Amitay Weiss and Liat Sidi, members of our board of directors, also serve as board members of SciSparc.
Previous report
Solterra Transactions
Previous report
On February 24, 2025, we entered into a shareholder’s agreement with Solterra Brand Services Italy SRL, an Italian company (“SB”), and its wholly owned Israeli subsidiary, SB Impact 4 Ltd. (“SBI4” and the “SHA”, respectively) pursuant to which our newly formed wholly-owned subsidiary, NITO Renewable will acquire 70% of SBI4’s shares from SB in order to finance two battery storage projects in Sicily, Italy.
Previous report
According to the SHA, we will lend €2,300,000 to SBI4 for financing two battery storage projects in Sicily, Italy, with the loan accruing interest at 7% per annum. The SHA includes a right of repurchase for SB if we fail to provide drawdown amounts in accordance with the terms of the SHA. Financing may be sought from Shareholders (as defined in the SHA) if external options are unavailable, with unaccepted portions convertible into equity. Profits from the sales of PV Projects will be distributed based on share ownership, with adjustments as follows: if the selling price per megawatt (“MW”) (i) does not exceed €30,000, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds €30,000 up to €60,000 per MW, SB will receive 40% of the profit (10% above its pro-rata share) and we will receive 60% of the profit; and (iii) exceeds €60,000 per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and we will receive 50% of the net profit. Share transfer restrictions apply, requiring consent and adherence to the terms of the SHA. A party will cease to be a party to the SHA if its shareholding drops below 10%.
Previous report
On February 10, 2025, we established NITO Renewable Energy, Inc., in the State of Nevada (“NITO Renewable”) for the purposes of managing and facilitating our investment opportunities in the solar energy sector.
Previous report
On November 27, 2024, we acquired 100,000 shares of Solterra Energy Ltd. (“Solterra Energy”) for NIS 300,000 (approximately $82,000). Subsequently, on December 31, 2024, we acquired an additional 167,000 shares of Solterra Energy for NIS 501,000 (approximately $137,000), which resulted in us owning less than 5% of the outstanding shares of Solterra Energy.
Previous report
Loan Agreement
Previous report
On December 22, 2024, we entered into a loan agreement with MitoCareX and Pure Capital, pursuant to which the Company agreed to loan $250,000 to MitoCareX at an annual interest 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 plus 3%, as may be adjusted from time to time. 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 a subsidiary of the Company, any amount outstanding under the loan will be deducted from any future amount allocated by us to MitoCareX during the first year following a transaction. Pure Capital has agreed to guarantee the repayment of the loan by MitoCareX.
Previous report
On March 12, 2025, we entered into a loan agreement with MitoCareX for an additional $250,000 under the same terms as prior loan agreement.
Previous report
Private Placement
Previous report
The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share of common stock and will not expire until exercised in full. The Common Warrants have a five-year term, are immediately exercisable and have an exercise price of $0.24, subject to certain anti-dilution and stock combination event protections. The Warrants may be exercised on a cashless basis.
Previous report
The Warrants may not be exercised if such exercise would result in an investor beneficially owning in excess 4.99% of the Company’s outstanding capital stock (the “Beneficial Ownership Limitation”). The exercise price of the Warrants and number of shares issuable upon the Warrants (the “Warrant Shares”) are subject to adjustments upon the issuance of certain common stock, options, convertible securities and stock combination events.
Previous report
On December 11, 2024, the Common Warrant was amended to provide for a floor price if the anti-dilution provisions of the Common Warrant are triggered. The floor price is not less than $0.048 (20% of $0.24), subject to customary adjustments for stock splits and similar transactions. If the exercise price is reduced as a result of a dilutive issuance, then the new exercise price will be reduced to the floor price and the number of Warrant Shares will be proportionately increased.
Previous report
On January 2, 2025, we consummated the private placement transactions contemplated by the securities purchase agreement, dated December 10, 2024 and issued 1,704,116 shares; pre-funded warrants to purchase 4,545,884 shares; and warrants to purchase 9,375,000 shares of our common stock. We received gross proceeds of $1,500,000 as a result of such issuances.
Previous report
On March 19, 2025, we amended the Purchase Agreement to increase the Beneficial Ownership Limitation from 4.99% to 9.99% of our outstanding common stock.
Previous report
Plantify Debt Settlement
Previous report
On November 15, 2024, we entered into a debt settlement agreement (the “Settlement Agreement”) with Plantify pursuant to which Plantify issued 2,420,848 of its common shares (the “Settlement Shares”) to us at CDN$0.848 per share in full payment of debt owed to the Company in aggregate amount of CDN$2,053,000 (the “Debt”). The Debt consisted of (i) CDN$1,691,000, representing the principal and accrued interest on a convertible debenture which matured on October 4, 2024 and (ii) US$258,000 representing draws against a line of credit which we had made available to Plantify of up to $250,000 in April 2024. The closing of the Settlement Agreement occurred on December 5, 2024 upon the approval by the TSX Venture Exchange of the issuance (the “Closing Date”). On the Closing Date, Plantify issued the Settlement Shares to us and we released and discharged Plantify from all claims, demands, obligations and damages arising under or related to the Debt and released the shares of Plantify’s subsidiary, Peas of Bean Ltd., the collateral securing the convertible debenture.
Previous report
As a result of the issuance of the Settlement Shares, we owned approximately 65% of the outstanding shares of Plantify for a limited period from December 5, 2024 until December 20, 2024. On December 20, 2024, Plantify notified us that it had issued its common shares in a private placement offering which resulted in us owning approximately 27% of the outstanding shares of Plantify.
Previous report
On January 12, 2025, Plantify informed us that it issued additional shares to an additional lender as a debt settlement. As a result of such issuance, our share ownership of Plantify decreased to approximately 25%.
Previous report
Amended Bylaws
Previous report
Effective November 11, 2024, our board of directors approved and adopted amended and restated our bylaws to change the quorum requirement from a majority of the shares entitled to vote at a meeting of stockholders to 33.33% of the voting power entitled to vote at a stockholder meeting.
Previous report
Credit Facility Agreement
Previous report
On October 1, 2024, we entered into a facility agreement (the “Facility Agreement”) with Pure Capital for financing of up to EUR 6,000,000 (the “Credit Facility”), EUR 2,000,000 of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for any other projects subject to pre-approval by Pure Capital. Under the Facility Agreement, we agreed to issue the Lender a five-year warrant (the “Facility Warrant”) to purchase 1,850,000 shares of common stock (the “Facility Warrant Shares”), with an exercise price of $1.00 per share. Such warrant may not be exercised by the Lender if such exercise would result in the Lender beneficially owning in excess of 4.99% of our outstanding shares of common stock. The Facility Warrant Shares are immediately exercisable.
Previous report
Notwithstanding that the Facility Warrant Shares are immediately exercisable, Pure Capital has agreed, pursuant to a waiver agreement with us, dated December 5, 2024, (“Waiver Agreement”) not to exercise the Facility Warrant until we obtain stockholder approval.
Previous report
Revenues and Cost of Revenues
Previous report
Our total revenue consists of products and our cost of revenues consists of cost of products.
Previous report
The following table discloses the breakdown of revenues and costs of revenues:
Previous report
We implemented certain cost reduction measures in 2023, including, the reduction of our research and development expenses, as we decided to focus on marketing and sales to try to materialize the efforts of our pilots conducted during 2022 and 2023. Following our August 29, 2023 Exchange Agreement with Yaaran Investment Ltd. we recorded IPR&D costs associated with such transaction and were committed to invest research and development expenses under the said Exchange Agreement, for further information, seeResearch and Development Expenses below.
Previous report
Selling and Marketing Expenses
Previous report
Selling and marketing expenses consist primarily of salaries and related expenses and other expenses.
Previous report
The following table sets forth the breakdown of selling and marketing expenses:
Showing the first 40 of 52 passages. Open the source sections for the rest.
Reworded paragraphs (13)
Previous wording
On December 23, 2024, our board of directors, upon the recommendation of our compensation committee and following the non-binding advisory approval by our stockholders at their annual meeting held on November 13, 2024, issued an aggregate of 650,000 shares of common stock under the 2022 Plan.
Current wording
On December 23, 2024, our board of directors, upon the recommendation of our compensation committee and following the non-binding advisory approval by our stockholders at their annual meeting held on November 13, 2024, issued an aggregate of 18,574 shares of common stock under the 2022 Plan.
Previous wording
Our current operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Current wording
Our current operating expenses consist of four components - research and development expenses, general and administrative expenses, change in fair value of contingent consideration and depreciation and amortization.
Previous wording
General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the year ended December 31, 2024 were $ 3,758,000, a decrease of $1,818,000, or 33%, compared to general and administrative expenses of $5,576,000 for the year ended December 31, 2023. The decrease is mainly a result of the decrease in share-based compensation to our employees and service providers, salaries and related costs, insurance costs and franchise tax related to the Company’s reincorporation in Nevada from Delaware offset partially by an increase of professional services.
Current wording
General and administrative expenses consist primarily of professional services, salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the year ended December 31, 2025 were $5,109,000, an increase of $1,826,000, or 56%, compared to general and administrative expenses of $3,283,000 for the year ended December 31, 2024. The increase was primarily attributable to higher share-based compensation to our employees and service providers, as well as increased professional services and legal expenses, partially offset by a decrease of insurance costs.
Previous wording
As a result of the foregoing, our total net loss for the year ended December 31, 2024 was $5,347,000, compared to $7,260,000 for the year ended December 31, 2023, a decrease of $1,913,000, or 26%.
Current wording
As a result of the foregoing, our total net loss for the year ended December 31, 2025 was $4,156,000, compared to $5,347,000 for the year ended December 31, 2024, a decrease of $1,191,000, or 22%.
Previous wording
The cost of the transactions settled with capital instruments is recognized in profit or loss together with a corresponding increase in the equity over the period in which the performance and/or service takes place, and ending on the date on which the relevant employees are entitled to the benefits (the “Vesting Period”). The aggregate expense recognized for transactions settled with capital instruments at the end of each reporting date and until the Vesting Period reflects the degree to which the Vesting Period has expired. The expense or income in profit or loss reflects the change of the aggregate expense recognized as of the end of the reported period.
Current wording
The cost of the transactions settled with capital instruments is recognized in profit or loss together with a corresponding increase in the equity over the period in which the performance and/or service takes place, and ending on the date on which the relevant employees are entitled to the benefits (the “Vesting Period”). The aggregate expense recognized for transactions settled with capital instruments at the end of each reporting date and until the Vesting Period reflects the degree to which the Vesting Period has expired. The expense or income in profit or loss reflects the change in the aggregate expense recognized as of the end of the reported period.
Previous wording
As of December 31, 2024, we had cash of $2,185,000, as compared to $4,447,000 as of December 31, 2023. As of December 31, 2024, we had a working capital of $2,512,000, as compared to $4,687,000 as of December 31, 2023. The decrease in our cash balance is mainly attributable to cash used in operations and cash used in investing activities.
Current wording
As of December 31, 2025, we had cash and cash equivalents of $3,832,000, as compared to $1,923,000 as of December 31, 2024. As of December 31, 2025, we had a working capital of $4,580,000, as compared to $2,560,000 as of December 31, 2024. The increase in our cash balance is mainly attributable to cash provided by financing activities. During 2025, the Company completed the sale of its NTWO OFF Ltd operations and classified its Save Foods business as held for sale and discontinued operations. Accordingly, the results of these operations are presented separately in the consolidated statements of operations, and prior period balances have been reclassified to conform to the current presentation. Cash flows related to these discontinued operations are disclosed in the notes to the consolidated financial statements. The Company does not expect discontinued operations to have a material impact on its liquidity and capital resources.
Previous wording
Net cash used in operating activities was $3,419,000 for the year ended December 31, 2024, as compared to $3,234,000 for the year ended December 31, 2023. Cash used in operating activities mainly consists of our net loss, less non-cash items such as change in fair value of investment in nonconsolidated affiliate, gains from standby equity purchase agreement and issuance of shares to employees and service providers. The increase in net cash used in operating activities is also attributable to payments made to cover other liabilities and increase in accounts receivables, net.
Current wording
Net cash used in operating activities was $3,808,000 for the year ended December 31, 2025, as compared to $3,419,000 for the year ended December 31, 2024. Cash used in operating activities primarily reflects the Company’s net loss, adjusted for non-cash items, including share-based compensation, issuance of shares to employees and service providers, changes in the fair value of contingent consideration and other financial instruments, and gains from standby equity purchase agreements. The increase in net cash used in operating activities was also affected by changes in working capital, including changes in accounts payable and other liabilities, which include amounts related to discontinued operations.
Previous wording
Net cash used in investing activities was $1,889,000 for the year ended December 31, 2024, as compared to net cash used in investing activities of $1,519,000 for the year ended December 31, 2023. The increase is mainly attributable to the investment in renewable energy projects and loans granted to Solterra offset by a decrease in investment in Plantify in April and September 2023.
Current wording
Net cash used in investing activities was $3,233,000 for the year ended December 31, 2025, as compared to net cash used in investing activities of $1,889,000 for the year ended December 31, 2024. The increase in cash used in investing activities was primarily attributable to investments in renewable energy projects, including a solar photovoltaic joint venture project, loans granted, and cash used in the acquisition of MitoCareX.
Previous wording
On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement will be 94% of the lowest volume-weighted average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that 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. We may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. We cannot request any such advances after January 31, 2024.
Current wording
On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement was 94% of the lowest volume-weighted average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that 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. We may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. We cannot request any such advances after January 31, 2024.
Previous wording
On December 22, 2023, we entered into the Purchase Agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million of the common stock over the course of 36 months from the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each Advance notice by us. The Purchase Agreement will terminate automatically on the earlier of December 22, 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 March 29, 2024, we have sold the Investor 28,333 shares of common stock at an average purchase price of $1.50.
Current wording
On December 22, 2023, we entered into the Purchase Agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million of the common stock over the course of 36 months from the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each Advance notice by us. The Purchase Agreement will terminate automatically on the earlier of December 22, 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.
Previous wording
On December 10, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with each of the Selling Stockholders for aggregate gross proceeds of approximately $1,500,000 and agreed to issue an aggregate of 6,250,000 Units and/or pre-funded units (collectively, the “Units”) at a purchase price of $0.24 per unit (less $0.00001 per pre-funded unit). Each Unit consists of (i) one share of common stock and/or one pre-funded warrant to purchase one share of common stock (the “Pre-Funded Warrants”), and (ii) a one and a half warrant to purchase one share of common stock (the “Common Warrant” and together with the Pre-Funded Warrants, the “Warrants”).
Current wording
On December 10, 2024, we entered into a securities purchase agreement with certain investors for gross proceeds of approximately $1,500,000 in a private placement. In the private placement, we issued an aggregate of 6,250,000 units and pre-funded units at a purchase price of $0.24 per unit (less $0.00001 per pre-funded unit), with each unit consisting of one share of common stock or a pre-funded warrant and a one and a half common warrant to purchase one share of common stock. We also entered into a registration rights agreement pursuant to which we agreed to file a resale registration statement covering the shares issued in the private placement and the shares issuable upon exercise of the warrants.
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 December 31, 2024, we had an accumulated deficit of $34,553,000, 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 report date.
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 December 31, 2025, we had an accumulated deficit of $38,557,000, 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 report date.
Previous wording
We believe that our existing capital resources will be sufficient to support our operating plan through the beginning 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 first quarter of 2027; 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.