Nexentis Technologies Inc.

NOTE 1 –GENERAL

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

On November 6, 2023, the Company (which at that time was known as Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexentis Technologies Inc. (which at that time was known as N2OFF, Inc.), a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). The Reincorporation Merger was approved by the Company’s stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued the Company’s business as the surviving corporation. On January 26, 2026, the Company’s board of directors approved the Company’s name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026.

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

On January 13, 2026, the Company, entered into a securities exchange agreement with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”). On March 15, 2026, the Company closed the transaction for the sale of 100% of the Company’s equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital. see Note 11(B) and Note 24(2) below.

On March 31, 2023, the Company entered into a securities exchange agreement with Plantify Foods, Inc. (“Plantify”), a Canadian corporation traded on the TSX Venture Exchange (“TSXV”), which focuses on the development and production of “clean-label” plant-based products - see Note 10 below.

On August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”) and formed an Israeli subsidiary, NTWO OFF Ltd. (“NTWO OFF”) which focus on nitrous oxide (“N2O”), a potent greenhouse gas with significant global warming ramifications. On April 9, 2025, the Company entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran, and NTWO OFF, which provides for the sale by the Company to Yaaran 100% of the Company’s shares of NTWO OFF. - see Note 11A.

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

On February 24, 2025, the Company entered into a shareholders agreement with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company will purchase 70% of SBI4 shares (on a fully diluted basis) from SB see Note 9 below.

On October 20, 2025, the Company completed the acquisition of 100% of the share capital of MitoCareX Bio Ltd. an Israeli private company (“MitoCareX”) see Note 4 below.

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

NOTE 1 – GENERAL (continued)

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

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

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

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $39 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors.

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of December 31, 2025, management currently is of the opinion that its existing cash will be sufficient to fund operations through the first quarter of 2027 (less than 12 months from the date the financial statements are issued). As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

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

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

In October 2023, a large-scale terrorist attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional regional fronts and contributed to a period of heightened geopolitical and security instability in the region.

During 2024 and 2025, hostilities included military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times, resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.

In September 2025, a ceasefire agreement was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed hostilities or broader regional escalation cannot be ruled out. More recently, in February 2026, hostilities between Israel and Iran escalated again. Israel, together with the United States, launched a major joint military campaign of air and missile strikes against targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. In addition, In March 2026, tensions escalated once again in the Lebanese border as Hezbollah launched an attack on Israel, firing rockets across the border. In response, Israel carried out targeted airstrikes against Hezbollah positions in Lebanon, raising concerns among the international community about the potential for a wider conflict. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.

NOTE 1 – GENERAL (continued)

As a significant portion of the Company’s activities, including research and development activities conducted through MitoCareX, are located in Israel, and members of the Company’s management and certain employees and consultants are located in Israel, the Company’s operations may be affected by economic, political, geopolitical and military conditions affecting Israel. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.

The Company is unable to predict the duration or severity of the current conflict or any potential escalation. To date, the conflict has resulted primarily in certain delays in the Company’s research and development activities, including activities conducted by MitoCareX. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

NOTE 2–SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to calculation of fair value of the financial instruments, the useful lives of long-lived assets, assumptions used in assessing impairment of long-lived assets and goodwill and valuation of contingent considerations.

Most of the Company’s costs are denominated and determined in U.S. dollars. Management believes that the dollar is the currency in the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate.

Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (“ASC”) 830, “Foreign Currency Matters”. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. For subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated at the balance sheet date and income statement items are translated at average exchange rates, with translation adjustments recorded in other comprehensive income (loss).

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation.

Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.

Restricted cash as of December 31, 2025 include $37, collateral account for the Company’s corporate credit cards and a lease liability and is classified in current assets.

The Company account for its investments in equity securities in accordance with ASC 321, Investments— Equity Securities. The Company measures equity investments at fair value with the related realized and unrealized gains and losses recognized in the Company’s Consolidated Statements of Operations. For equity investments without a readily determinable fair value, the Company measures these investments at cost less impairment, adjusted for observable price changes in orderly transactions. The Company will apply this measurement method to the investment until it becomes eligible to be measured at fair value, which is reassessed at each reporting period. Investments in equity securities that the Company does intend to hold for more than a year are presented in “Marketable Securities” in the Company’s Consolidated Balance Sheets. Investments in equity securities that the Company intends to hold for more than one year are included in “Investments in unconsolidated affiliates” in the Company’s Consolidated Balance Sheets.

The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers ‘financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns.

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

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

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

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

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

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

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

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

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

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

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

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

The Company accounts for variable interest entities in accordance with ASC Topic 810, Consolidation (“ASC 810”). Under ASC 810, a variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE.

To assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers all the facts and circumstances including its ongoing rights and responsibilities.

This assessment includes identifying the activities that most

significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests, and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant decisions affecting the VIE, and the Company has an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then the Company consolidates the VIE.

The Company’s consolidated financial statements include the operations of acquired businesses from the acquisition date. Acquired businesses are accounted for using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired in process research and development be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill.

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present.

Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up (See Note 4).

The evaluation of goodwill impairment and the determination of the useful lives and amortization of intangible assets involves significant judgments and estimates, including assumptions related to future cash flows, discount rates and market conditions. The determination of the fair value of reporting units is inherently subjective, as it requires the use of valuation models and unobservable inputs. Accordingly, this assessment is considered a critical accounting estimate, and actual results may differ materially from those estimates.

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

The Company elected the fair value option for its credit facility which includes an embedded prepayment option, see Note 8.

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

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

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

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

The Company accounts for assets held for sale in accordance with ASC 360 at the lower of carrying value or fair value less costs to sell. Fair value is the amount obtainable from the sale of the asset in an arm’s length transaction. The reclassification occurs when the assets are available for immediate sale and the sale is highly probable. These conditions are usually met from the date on which a letter of intent or agreement to sell is ready for signing. Assets and liabilities of a component classified as held for sale are presented separately in the consolidated balance sheets as “Assets held for sale” and “Liabilities held for sale”. If such component also qualifies as a discontinued operation under ASC 205-20, its results of operations are presented separately from continuing operations in the consolidated statements of operations.

A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity. Under ASC 205-20, “Presentation of Financial Statements - Discontinued Operations” (“ASC 205-20”), a discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale and represents a strategic shift that has or will have a major effect on the entity’s operations and financial results, or a newly acquired business or nonprofit activity that upon acquisition is classified as held for sale. Discontinued operations are presented separately from continuing operations in the consolidated statements of Operations. Cash flow information related to discontinued operations is disclosed in Note 11.

The Company’s long-lived assets are reviewed for impairment in accordance with ASC Topic 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2025 or 2024.

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes”. Accordingly, deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of unrecognized tax benefits recorded in a Company’s financial statements. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold to be recognized. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Company’s accounting policy is to present interest and penalties relating to income taxes within income taxes; however, the Company did not recognize such items in its fiscal years 2025 and 2024 financial statements and did not recognize any amount with respect to an unrecognized tax benefit in its balance sheets.

Research and development expenses are charged to comprehensive loss as incurred.

Royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Save Foods Ltd will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by Save Foods Ltd. from inception through December 31, 2025 and 2024, amounted to $156.

As of December 31, 2025, and 2024, the Company did not accrue or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. In addition, the Company does not anticipate future sales related to these grants.

Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. During the year ended December 31, 2024 the Company wrote-off inventory at a cost of $61.

Basic loss per Common Stock is computed by dividing the loss for the period applicable to stockholders, by the weighted average number of shares of Common Stock outstanding during the period. In computing diluted earnings (loss) per share, basic earnings (loss) per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, for the year ended December 31, 2025 certain potentially dilutive securities were included in the computation of diluted earnings per share, as they were dilutive. Accordingly, for the year ended December 31,2024, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted loss per share.

The Company measures and recognizes the compensation expense for all equity-based payments to employees and nonemployees based on their estimated fair values in accordance with ASC 718, “Compensation- Stock Compensation”. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as a compensation expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of forfeitures as they occur, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Company considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. In addition, the Company is exposed to credit risk in respect of certain financial instruments. The Company monitors these exposures on an ongoing basis, and such credit risk is reflected in the fair value measurement of these instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

The Company determines if an arrangement is or contains a lease at contract inception.

The Company is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets.

ROU assets represent Company’s right to use an underlying asset for the lease term and lease liabilities represent Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of Company’s leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss.

Accounting Standards Not Yet Adopted

The Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent, where applicable, with the adoption dates for entities other than public business entities.

Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement- Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE), which requires public entities to disclose additional information in the notes to the financial statements disaggregating certain expense captions presented on the face of the income statement. The standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements. The Company does not expect the ASU to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The update includes (i) refinements to the scope of the guidance on derivatives and hedging under ASC 815 and (ii) clarifications regarding the accounting for share-based noncash consideration received from a customer in a revenue contract. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. Based on a preliminary assessment, the Company does not expect the amendments related to the scope of derivatives to have a material impact on its financial statements; however, management continues to evaluate the potential impact of this ASU on future transactions.

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

**NOTE 3 –OTHER CURRENT ASSETS **

NOTE 4 –MITOCAREX TRANSACTION

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

The acquisition was undertaken as the Company’s management believes that the business activities of MitoCareX operate in a sector with significant growth potential and are expected to support the Company’s long-term strategic development.

The closing of the Mito Agreement occurred on October 20, 2025 (“Closing date”), after all customary closing conditions, including stockholder approval, had been satisfied.

Prior to the Closing date, the Company had provided MitoCareX with a short-term loan in the amount of approximately $1,053. Upon completion of the acquisition, this balance was effectively settled as part of the business combination.

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

Following the closing, until December 31, 2028, the Sellers will have the right to receive additional shares of Common Stock, for no additional consideration, in an aggregate amount of up to 25% of the issued and outstanding capital stock of the Company on a fully-diluted basis calculated immediately following the Closing date subject to MitoCareX meeting certain milestones (the “Contingent share consideration”).

NOTE 4 – MITOCAREX TRANSACTION (continued)

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

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

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

Acquisition-related costs incurred in connection with the transaction were recognized as an expense in the consolidated statement of operations as incurred.

The total consideration of the acquisition was calculated using a third-party appraiser at approximately $8,864 and is comprised of the following components:

As of December 31, 2025, the Company recorded $47 of accrued liability, related to the Contingent cash consideration as a result of financing transaction closed by the Company by December 31, 2025. The remaining Contingent cash consideration balance of $1,287 is included in non-current liabilities, as repayment is contingent upon future financing transactions under the Company’s control.

From the acquisition date through December 31, 2025, MitoCareX did not generate revenues and incurred only operating expenses. Accordingly, the acquisition did not contribute revenues to the Company’s consolidated results for the period.

The annual MitoCareX net loss for the year ended December 31, 2025 amounted to $1,394, of which $276 related to the period after closing and which was included in the consolidated statements of operations for the year ended December 31, 2025.

The annual MitoCareX net loss for the year ended December 31, 2024 amounted to $886**.**

NOTE 4 – MITOCAREX TRANSACTION (continued)

Purchase price allocation

The Company has performed a valuation analysis to determine the fair market value of the assets acquired and liabilities assumed of MitoCareX. Based on the total consideration transferred in connection with the acquisition, the Company has determined the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed. The following table summarizes the total purchase price and purchase price allocation as of the Closing date:

2025 Goodwill Impairment Test

The Company performed its annual goodwill impairment assessment for the year ended December 31, 2025. The assessment was conducted using a qualitative evaluation in accordance with ASC 350.

In performing the qualitative assessment, the Company considered various factors, including, among others, the financial performance and operating results of MitoCareX, the proximity of acquisition date to the impairment test date, as well as industry and market conditions, and the overall economic environment.

Based on this assessment, the Company concluded that it is more likely than not that the fair value of the reporting unit to which the goodwill is attributed exceeds its carrying amount. Therefore, no impairment was recorded.

Due to the equity of the Company being above the market capitalization of the Company as of December 31, 2025, a further sustained decline in the Company’s share price and market capitalization may require further testing, which may result in an impairment.

NOTE 5 –PROPERTY AND EQUIPMENT, NET

For the years ended December 31, 2025, depreciation expenses were $1.

**NOTE 6 –INVESTMENT AND LOAN TO SOLTERRA **

The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. As of December 31, 2025, the Company estimated the fair value of the Loan Agreement at $396, based on a third-party valuation applying a 26.9% market discount rate for similar loans.

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

The Company measured the investment at fair value accordance with ASC 321. The fair value of the investment as of December 31, 2025 and 2024 was $239 and $307, respectively, based on quoted prices in active markets.

**NOTE 7 –SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT **

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

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

On December 24, 2025, the Partnership, Solterra, and other lenders (“New Lenders”), entered into additional Loan Agreement (“Loan No. 2”), pursuant to which the New Lenders agreed to provide additional funding in the aggregate principal amount of €280 thousands (the “Principal Loan Amount”), of which the Company committed €210 thousands (approximately $219). The Principal Loan Amount bears interest at a rate of 7% per annum and has a contractual maturity of 24 months. The loan is intended to be repaid in full until the project reaching ready-to-build (“RTB”) stage.

In addition, the New Lenders are entitled to receive 85% of the reduced development fee payable to the developer upon achievement of the RTB milestone, with the remaining 15% payable to Solterra.

As of December 31, 2025, the Company has funded €1,455 thousands (approximately $1,708).

The Company’s interest in the Partnership was evaluated under ASC 810-10, and the Company determined that the Partnership is not subject to consolidation by the Company. Accordingly, the Partnership is not consolidated in the Company’s consolidated financial statements.

The Company elected to account for the Loan and Partnership Agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability of completion of the project based on key milestones, scenarios for the expected project’s cash realization value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation date. The interest rate was determined at 8.30% and 9.18% as of December 31, 2025 and 2024, respectively. The Company calculated the Loan Agreement and the fair value of the Company’s interest in the Partnership and Loan amounted to €2,164 thousands (approximately $2,542) and €780 thousands (approximately $808) as of December 31, 2025 and 2024, respectively.

NOTE 7 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)

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

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

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

The Company elected to account for the loan agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loan using a third-party appraiser and various assumptions such as probability of the event the project would be sold to a third party as well as the probability that it would not be sold. The valuation incorporated two probability weighted scenarios, each discounted using a different interest rate reflecting the risk profile of the scenario. The interest rates applied were 18.27% and 17.97% as of December 31, 2025. Based on this analysis the fair value of the loan agreement was estimated at €172 thousands (approximately $202) as of December 31, 2025.

**NOTE 8 –CREDIT FACILITY **

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

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

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

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

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

NOTE 8 – CREDIT FACILITY (continued)

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

The assumptions used to perform the calculations are detailed below:

During, 2025, the Company drew down gross amounts of €1,249 thousands (approximately $1,340) and repaid €1,015 thousands (approximately $1,165).

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

As of December 31, 2025 the interest rate was determined, among other things, using the Ba2 yield curve, at 18.6% for the loan’s remaining term and the fair value of the loans drawn under the credit facility, determined at €202 thousand (approximately $237).

NOTE 9 –A CONSOLIDATED ENTITY

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

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

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

As of December 31, 2025, the Company has funded €1,207 thousands (approximately $1,418). As SBI4 is consolidated by the Company, these amounts are eliminated upon consolidation and therefore are not presented as a loan in the consolidated financial statements.

NOTE 10 –INVESTMENT IN NONCONSOLIDATED AFFILIATE

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

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

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

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

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

Following additional share issuances by Plantify, including a private placement on December 20, 2024, a debt settlement with another lender, on January 12, 2025 and additional private placement during December 2025, the Company’s ownership interest in Plantify was reduced to approximately 23.55%.

As of December 31, 2025, there is no Active Market for Plantify’s common shares. Accordingly, the investment can no longer be measured based on Level 1 inputs in the fair value hierarchy. Given the lack of observable market data, and the deterioration in the financial condition of Plantify, including the insolvency of its operating subsidiary, the Company evaluated the fair value of Plantify. Based on such evaluation, the Company concluded that the investment should be fully written off as of December 31, 2025.

NOTE 11 –DISCONTINUED OPERATIONS

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

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

The transaction was completed during the second quarter of 2025. As a result, the Company ceased consolidating NTWO OFF as of the closing date and has classified its operations as discontinued operations for all periods presented. As of December 31, 2025, no assets or liabilities of the discontinued operations remain on the Company’s consolidated balance sheet.

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

The Company recognized a gain on disposal of approximately $44, which is presented in the consolidated statements of operations for the year ended December 31, 2025, under the caption “Income from discontinued operations”.

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

During 2025, the Company committed to a plan to sell Save Foods Ltd. (Company’s Pathogen prevention and prolong shelf life segment) and determined that the disposal represents a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the operations of Save Foods Ltd. have been classified as discontinued operations in accordance with ASC 205-20. As of December 31, 2025, the assets and liabilities of Save Foods Ltd. were classified as held for sale.

NOTE 11 –DISCONTINUED OPERATIONS (continued)

Assets and liabilities of Save Foods Ltd. classified as held for sale as of December 31, 2025 and 2024 were as follows:

Results of operations of Save Foods Ltd. included in discontinued operations were as follows:

Cash flows from discontinued operations for the years ended December 31, 2025 and 2024:

After the balance sheet, on January 13, 2026, the Company entered into a Securities Exchange Agreement to dispose of Save Foods Ltd. See also Note 24.

**NOTE 12 –OTHER LIABILITIES **

NOTE 13 –COMMITMENT AND CONTINGENT LIABILITIES

NOTE 13 – COMMITMENT AND CONTINGENT LIABILITIES (continued)

NOTE 14 –LEASES

NOTE 14 – LEASES (continued)

On December 15, 2025, the Company entered into a new lease agreement for office space in Miami for a period of 1 year with monthly payments of $1 and anoption to extend the agreement for an additional 1 year with at a 5% increase in the monthly payments. A lease right-of-use asset and a related liability in the amount of $16 have been recognized in the balance sheet in respect of this lease. The Company assumes that it is reasonably certain that the extension option will be exercised and therefore included the optional period in determining the lease term.

NOTE 15 –STOCKHOLDERS’ EQUITY

Description of the rights attached to the Shares in the Company:

Common Stock:

Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company’s Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

Transactions:

On June 21, 2023, the Company issued 919 restricted shares of Common Stock. The Company determined the value of the shares issued at $147 based on the share price on the agreement date, of which $56 and $59 was recorded as share based compensation expenses during the year ended December 31, 2025 and 2024, respectively.

On November 15, 2023, the consulting agreement dated June 14, 2023, was amended pursuant to which the consultant will receive additional 572 restricted shares of Common Stock. On November 20, 2023, the Company issued 572 restricted shares of Common Stock. The Company determined the value of the shares issued at $44 based on the share price on the amendment to the agreement date, of which $20 and $14 was recorded as share based compensation expenses during the year ended December 31, 2025 and 2024, respectively.

On May 8, 2024 the Company issued 858 shares of common stock to the consultant, for services provided to the Company pursuant to an amendment of a consulting agreement, dated November 15, 2023. The shares were estimated at $31 based on the share price of the common stock on May 8, 2024.

On June 21, 2023, the Company issued 735 restricted shares of Common Stock. The Company determined the value of the shares issued at $122 based on the share price on the agreement date, of which $75 was recorded as share based compensation expenses during the year ended December 31, 2024.

On June 21, 2023, the Company issued 1,021 restricted shares of Common Stock. The Company determined the value of the shares issued at $170 based on the share price on the agreement date, of which $34 and $85 was recorded as share based compensation expenses during the year ended December 31, 2025 and 2024, respectively.

On December 11, 2023, the Company entered into an additional consulting agreement pursuant to which the legal advisors will provide the Company with certain legal services in consideration for total of $25 in cash and 358 restricted Common Stock of the Company. Cash payment of $10 shall be paid upon execution of the agreement and the remaining after the completion of the legal services. On December 26, 2023, the Company issued 358 shares of restricted Common Stock. The Company determined the value of the shares issued at $39 based on the share price on the agreement date, which recorded as share based compensation expenses during the year ended December 31, 2024.

On November 3, 2024, the Company’s board of directors approved (i) the payment of an aggregate of $25 to legal counsel in connection with providing services (half of which was immediately payable and half of which is payable upon the filing of registration statement) and (ii) the issuance of 1,429 shares of its common stock. If within 18 months of issuance, the aggregate value of such stock is less than $13, the Company will pay to such legal counsel the difference in cash between the value of the sale of the shares and $13. The Company determined the value of the shares issued at $12 based on the share price on November 3, 2024. During the year ended December 31, 2024, the related amount was recorded as prepaid expenses. During the year ended December 31, 2025, such prepaid expenses were reversed and recognized as share based compensation.

The Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding shares of Common Stock at the time of an Advance notice or acquiring more than 19.99% of the Company’s outstanding shares of Common Stock as of the date of the SEPA II (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.”.

The SEPA II will terminate automatically on the earlier of December 22, 2027 or when the Investor has purchased an aggregate of $20 million of the Company’s shares of Common Stock. The Company has the right to terminate the SEPA II upon five trading days’ prior written notice to the Investor.

In connection with and subject to the satisfaction of certain conditions set forth in the SEPA II, upon the request of the Company, the Investor will pre-advance to the Company up to $3,000 of the $20,000 commitment amount.

The Company paid a subsidiary of the Investor a structuring fee in the amount of $10 and on December 28, 2023, the Company issued 3,159 shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company determined the value of the shares issued at $254 based on the share price on the agreement date. Of this amount, $175 was recorded in the statement of comprehensive loss under financing expenses for the year ended December 31, 2024.

On April 4, 2024, the Company, issued a $1,500 promissory note (the “Note”) to the Investor pursuant to the terms of SEPA II in exchange for proceeds of $1,455, reflecting an original issue discount of 3% to face value of the Note.

The Note bears interest at a rate of 8% per annum and matures April 4, 2025. Commencing June 3, 2024, and every 30 days thereafter, the Company is required to pay $150, together with accrued and unpaid interest on the then outstanding principal. Payments under the Note can be made either (i) in cash or (ii) by submitting notice of an advance of shares to be issued and sold to the Investor pursuant to the SEPA II, or any combination of (i) or (ii) as determined by the Company.

The entire remaining principal balance and unpaid interest amount of the Note becomes due and payable in full at maturity. The Company determined that the Note is accounted for as a liability in accordance with ASC 470 “Debt”.

The Note sets forth certain events of default, including a breach by the Company of another agreement with the Investor, the failure of the securities of the Company to remain listed on the Nasdaq and the failure of the Company to timely file periodic reports with the SEC. Upon the occurrence of an event of default, interest will accrue at a default rate of 18% per annum and the Note will become immediately due and payable, together with all costs, legal fees and expenses of collection through the date of full repayment.

As of December 31, 2024 the Company repaid all payments under the Note.

During the year ended December 31, 2024, the Company issued 190,489 shares of common stock, to the Investor pursuant to the terms of SEPA II valued at $2,706 for gross consideration of $3,135. Following such issuances, the Company issued the Investor the maximum shares allowed to be issued under the Company’s resale registration statement on Form S-1/A effective February 6, 2024.

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

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

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

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

On July 25, 2025, the Company entered into an amendment to the Agreement. Pursuant to the amendment, and in light of delays in filing of the registration statement, the Investor agreed to extend certain terms and conditions of the Agreement and the Notes to be issued thereunder. As part of the amendment, the Company agreed to issue the Investor 16,410 shares of common stock (or a pre-funded warrant for the same number of shares).

These shares were designated as additional commitment shares under the terms of the transaction documents. Except as explicitly amended, all other provisions of the original Agreement remain unchanged. The fair value of the pre-funded warrants was calculated based on the market price of the Company’s Common Stock on July 25, 2025, which was $10.81 per share, resulting in a total fair value of approximately $177. The pre-funded warrants were determined to meet the equity classification criteria under ASC 815-40 and were therefore accounted for as equity instruments.

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

As the SEPA II had an initial fair value of zero at inception, no amounts were allocated to this component. Accordingly, all transaction costs associated with the Agreement were attributed to the promissory note and recorded as deferred financing costs, presented as a direct deduction from the carrying amount of the note payable and amortized to financing expense over its term using the effective interest method. As of December 31, 2025, the outstanding balance of the promissory note amounted to $1,162.

The Company considered the guidelines of ASC 815 and determined that the SEPA II contains both purchased put option element and a forward share issuance element, neither element qualifies for equity classification. Accordingly, the Company measures the SEPA II at fair value and recorded changes in fair value in the statements of operations.

As of December 31, 2025, the Company issued 587,661 shares of Common Stock pursuant to the terms of SEPA II valued at $2,356 for gross consideration of $4,166 and recorded $1,811 to the statements of operations. See also Note 24(3).

On March 18, 2024, the Company issued the second and the third tranches of 101 shares of common stock. The Company determined the value of the shares and the services provided at $6 and recorded share based compensation expenses during the year ended December 31, 2024.

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

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

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

On March 14, 2025, holders of warrants to purchase 20,835 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $175. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash gain of approximately $539, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise.

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

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

On September 22, 2025, the Company effected the Reverse Stock Split. Pursuant to Section 2(e) of the warrant agreement (“Stock Combination Event Adjustment”), the Reverse Stock Split resulted in a reduction of the exercise price to $5.2 per share and a corresponding increase in the number of warrant shares, which represented an economic modification of the warrants. Accordingly, the Company calculated the fair value of the remaining warrant liabilities on the date of the Reverse Stock Split, in the amount of $152.

For the year ended December 31, 2025, the Company recorded a non cash gain of approximately $7,000, which attributable to the change in fair value of the remaining warrant liabilities, as reflected in the statement of comprehensive loss.

As of December 31, 2025, the Company calculated the fair value of the remaining warrant liabilities in the amount of $113.

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

The total consideration transferred consisted 1,171,942 shares of the Company’s Common Stock, representing approximately 40% of the Company’s fully diluted share capital at the closing date (see also Note 4).

NOTE 16 –SHARE BASED COMPENSATION

On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the “2018 Equity Incentive Plan”), pursuant to which the Company’s board of directors is authorized to grant options to purchase an aggregate of 752 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Company’s business.

On July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 406 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 1,158 shares of Common Stock.

On August 29, 2022, the Company adopted the 2022 Share Incentive Plan (the “2022 Share Incentive Plan”), pursuant to which the Company’s board of directors is authorized to grant options to purchase up to 4,082 shares of Common Stock. The purpose of the 2022 Share Incentive Plan is (1) to afford an incentive to service providers of the Company or any affiliate of the Company, which now exists or is hereafter is organized or acquired by the Company or its affiliates, to continue as service providers, (2) to increase their efforts on behalf of the Company or its affiliates and (3) to promote the success of the Company’s business, by providing such service providers with opportunities to acquire a proprietary interest in the Company through the issuance of shares or restricted shares of Common Stock, and by the grant of options to purchase shares, restricted share units and other share-based awards.

On July 31, 2023, the board of directors approved and on October 2, 2023, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 26,531 shares of Common Stock.

On September 9, 2024, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 18,287 shares of Common Stock. See note15(9) above).

On September 9, 2024, the board of directors approved and on November 3, 2024, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 314,286 shares of Common Stock.

On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to directors under the 2022 Share Incentive Plan of aggregate of 18,574 shares of Common Stock. See note15(10) above).

On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to employee under the 2022 Share Incentive Plan of an option to purchase 286 shares of Common Stock at an exercise price of $7.54 per share. One-third of the shares subject to the options vest and become exercisable on the first anniversary of the vesting commencement date determined by the board, and on each subsequent one year anniversary thereafter, over two years provided the employee remains employed by the Company on each such vesting date.

NOTE 16 – SHARE BASED COMPENSATION (continued)

The fair value of options granted during 2024 was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used:

On May 11, 2025, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 34,287 shares of Common Stock. See note15(12) above).

On October 23, 2025, the board of directors approved and on December 16, 2025, the Company’s stockholders approved an amendment to the Company’s 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 750,000 shares of Common Stock.

On October 20, 2025, the Company granted 146,493 Restricted Stock Units (The “RSU”) to Mr. Alon Silberman under the Company’s 2022 Share Incentive Plan. The shares represent approximately 5% of the Company’s outstanding share capital on a fully diluted basis as of immediately following the Closing date. The restricted shares vest in three equal installments on each of the first, second and third anniversaries of the Closing date, subject to his continued employment with MitoCareX.

The Company calculated the fair value of the RSU using the B&S option pricing model with the following assumptions:

NOTE 16 – SHARE BASED COMPENSATION (continued)

The following table presents the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2025 and 2024:

The aggregate intrinsic value of the awards outstanding as of December 31, 2025 and 2024 is $0 and less than $1, respectively. These amounts represent the total intrinsic value, based on the Company’s stock price of $1.68 and $8.68 as of December 31, 2025 and 2024, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.

The total fair value estimation of the non-cash compensation of the 2024 grant was approximately $2. Expenses incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2025 and 2024 were $1. A full valuation allowance was recorded as it relates to the deferred tax asset of the Company.

As of December 31, 2025, there were options to purchase 641 shares available for future grants under the 2018 Equity Incentive Plan and options to purchase 864,700 shares available for future grants under the 2022 Share Incentive Plan

During the year ended December 31, 2025, the Company recorded share-based compensation expense of $91 related to the RSUs granted to Mr. Alon Silberman. As of December 31, 2025, total unrecognized compensation cost related to non-vested RSUs amounted to $407. The cost is expected to be recognized over a weighted average period of 1.44 years.

NOTE 17 –RESEARCH AND DEVELOPMENT EXPENSES

NOTE 18 –GENERAL AND ADMINISTRATIVE EXPENSES

NOTE 19 –FINANCING EXPENSES (INCOME), NET

NOTE 20 –INCOME TAX

Income generated in Israel is subject to a statutory tax rate of 23%.

Income generated in Italy is subject to a statutory tax rate of 24%.

The Company, MitoCareX Bio Ltd, Save Foods Ltd and Storage 1 S.R.L. have not received final tax assessments since their inception although the tax reports of the Company for the years through December 31, 2015 and of Save Foods Ltd for the years through December 31, 2017 are deemed to be final.$771 (all attributable to the United States) will expire in 2037, while the remaining NOLs may be carried forward indefinitely, subject to applicable tax law limitations.

As of December 31, 2025 and 2024, the Company and subsidiaries have estimated carry forward losses for tax purposes of approximately $37,328 and $31,202, respectively. For 2025, the estimated carry forward losses consist of approximately $15,385 attributable to the United States, $21,493 attributable to Israel and $450 attributable to Italy of which $771 can be offset against taxable income generated until 2037 and $36,648 can be offset against future taxable income, if any.

For 2024, the estimated carry forward losses consist of approximately $14,667 attributable to the United States and $16,535 attributable to Israel.

NOTE 20 – INCOME TAX (continued)

The net change during the year ended December 31, 2025 in the total valuation allowance amounted to $2,379. The change in valuation includes amounts attributable to continuing operations, discontinued operations and the acquisition of a MitoCareX in October 2025.

NOTE 21 –LOSS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per Common Stock for the years ended December 31, 2025 and 2024, are as follows:

(2) For purposes of calculating diluted loss per share from continuing operations for the year ended December 31, 2025, the Company adjusted net loss from continuing operations attributable to stockholders to exclude changes in the fair value of warrant liabilities recorded during the year, as the warrants are assumed to be exercised for diluted EPS purposes.

(3) For the year ended December 31, 2024, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted loss per share. For the year ended December 31, 2025, potentially dilutive securities were included in the computation of diluted earnings per share from continuing operations as their effect was dilutive after adjusting the numerator for the change in the fair value of warrant liabilities.

NOTE 22 –RELATED PARTIES

During the years ended December 31, 2025 and 2024, the Company recognized compensation expense in respect of Mr. Palach totaling $130 and $106, respectively, including discretionary bonuses of $18 and $30, respectively.

On May 12, 2025 and September 12, 2024, the Company issued to Mr. Palach 17,143 and 9,143 shares of Common Stock, respectively, and recognized share-based compensation expense of $267 and $88, respectively.

NOTE 22 – RELATED PARTIES (continued)

During the years ended December 31, 2025 and 2024, the Company recognized compensation expense in respect of Weiss Amitay totaling $145 and $133, respectively, including discretionary bonuses of $18 and $30, respectively.

On December 23, 2024 the Company issued to Mr. Weiss 10,000 shares of Common Stock, and recognized share-based compensation expense of $92.

As of December 31, 2025, the Consultant is entitled to a monthly fee reflecting a 15% increase approved in November 2024.

During the years ended December 31, 2025 and 2024, the Company recognized compensation expense for Ms. Barda totaling $120 and $92, respectively, including discretionary bonuses of $15 for 2024.

NOTE 23 –SEGMENT REPORTING

This segment’s structure reflects the financial information and reports used by the Company’s management, specifically its chief operating decision maker (“CODM”), to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s reportable segments are not aggregated.

The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”), the Company’s Chief Executive Officer and the Chairman of the Board, for making decisions and assessing performance as the source of the Company’s reportable segments. The CODM allocate resources and assesses the performance of each operating segment based on potential business opportunities, historical and potential future sales and operating expenses.

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

As of December 31, 2025, the Company no longer operates in the N₂O emissions Global warming solutions segment, following the sale of NTWO OFF Ltd. in April 2025. Accordingly, this activity has been classified as a discontinued operation in accordance with ASC 205-20 and is excluded from continuing operations for all periods presented. In addition, Save Foods Ltd.’s operations were classified as discontinued operations as the Company is committed to a plan to sell the subsidiary and classified its assets and liabilities as held for sale as of December 31, 2025. The disposal represents a strategic shift that has a major effect on the Company’s operations and financial results. As a result of the disposal of NTWO OFF Ltd., the classification of Save Foods Ltd.’s operations as discontinued operations, and the acquisition of MitoCareX in October 2025, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting. As a result, the Company determined that it has two reportable segments as of December 31, 2025: (i) Biotechnology activity, and (ii) Renewable energy projects. The Biotechnology operating segment consists of MitoCareX from the acquisition date, and the Renewable energy projects operating segment consists of NITO Renewable Energy, Inc. and Solar photovoltaic joint venture project.

The CODM evaluates performance and allocates resources based primarily on segment operating loss. Prior period segment information has been recast to conform to the current year presentation.

NOTE 23 – SEGMENT REPORTING (continue)

The following table presents information about the Company’s reportable segments for the years ended December 31, 2025 and 2024:

The following table presents the locations of the Company’s long-lived assets as of December 31, 2025 and 2024:

NOTE 24 –SUBSEQUENT EVENTS

The consideration to be received by the Company consists of shares of Voice Assist common stock representing 19.99% of Voice Assist on a fully diluted basis as of immediately following the closing.

In addition, the Company entered into a Services Agreement with Voice Assist pursuant to which the Company will provide advisory and related services. The consideration under the Services Agreement includes deferred cash payments contingent upon future financing transactions of Voice Assist, royalty-based consideration from future projects, and contingent proceeds related to certain claims, as defined in the agreement.

On March 15, 2026, the Company closed the transaction for the sale of 100% of Company’s equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital.

The Name Change and the Symbol Change took effect on the Nasdaq Capital Market on February 26, 2026.