Nexentis Technologies Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 31, 2025
NXTS$0.51+6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-04-01.
0001493152-24-012356
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001641172-25-001513
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 100 current paragraphs.
46 unchanged; 18 reworded; 36 added; 22 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
Current report
Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries in the future. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future.
Current report
MitoCareX Bio Transactions
Current report
On February 25, 2025, we entered into a securities purchase and exchange agreement (the “SPEA”) with MitoCareX Bio Ltd., a private company incorporated under the laws of the State of Israel (“MitoCareX”), SciSparc Ltd., a public company incorporated under the laws of the State of Israel (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (together with SciSparc and Alon, the “Sellers”) pursuant to which we will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of N2OFF. The closing of the transactions contemplated under the SPEA is subject to stockholder approval. Under the SPEA, SciSparc will sell 6,622 Ordinary Shares to us (the “Purchased Shares”) in consideration for a cash payment of $700,000. We will issue (i) to Alon shares of our common stock representing 15.5% on a fully-diluted basis; (ii) to Ciro representing 7.75% on a fully-diluted basis; and (iii) to SciSparc representing 16.75% on a fully-diluted basis, (the “SPEA Closing”); and in exchange, each of the Sellers will transfer 100% of their Ordinary Shares to us (and for SciSparc, such amount of Ordinary Shares that, together with the Purchased Shares, represents 100% of SciSparc’s holdings in MitoCareX. The Sellers are entitled to additional shares of Common Stock, for no additional consideration, up to 25% of our issued and outstanding capital stock on a fully-diluted basis calculated as of immediately following the SPEA Closing in accordance with certain milestones set forth in the agreement. Effective as of the SPEA Closing, the board of directors of MitoCareX will be reconstituted so as to consist of three directors, all of whom will be appointed by us.
Current report
Immediately prior to the SPEA Closing, Alon will enter into an amended employment agreement (the “Amended CEO Agreement”) with us and MitoCareX in connection with his employment as the Chief Executive Officer of MitoCareX, which Amended CEO Agreement provides, among other things, for a grant of restricted stock representing 5% of our capital stock on a fully diluted basis. Such shares will vest quarterly, in equal installments, for three years, subject to Alon’s continued employment with MitoCareX.
Current report
The Sellers will receive, collectively, 30% of the gross proceeds of each financing transaction closed by us for five years up to $1,600,000.
Current report
We have committed to an initial investment of $1,000,000 in MitoCareX, less any such amounts previously loaned to MitoCareX pursuant to loan agreements, dated December 22, 2024 and March 12, 2025, among N2OFF, MitoCareX and Pure Capital. and future financing of MitoCareX’s ongoing research and development subject to our board of directors approval of an operating plan and financial resources necessary to provide such funding.
Current report
Alon, the chief executive officer of MitoCareX is the brother of Kfir Silberman, the owner of Pure Capital, a stockholder and lender of our company, and each of Amitay Weiss and Liat Sidi, members of our board of directors, also serve as board members of SciSparc.
Current report
Solterra Transactions
Current report
On February 24, 2025, we entered into a shareholder’s agreement with Solterra Brand Services Italy SRL, an Italian company (“SB”), and its wholly owned Israeli subsidiary, SB Impact 4 Ltd. (“SBI4” and the “SHA”, respectively) pursuant to which our newly formed wholly-owned subsidiary, NITO Renewable will acquire 70% of SBI4’s shares from SB in order to finance two battery storage projects in Sicily, Italy.
Current report
According to the SHA, we will lend €2,300,000 to SBI4 for financing two battery storage projects in Sicily, Italy, with the loan accruing interest at 7% per annum. The SHA includes a right of repurchase for SB if we fail to provide drawdown amounts in accordance with the terms of the SHA. Financing may be sought from Shareholders (as defined in the SHA) if external options are unavailable, with unaccepted portions convertible into equity. Profits from the sales of PV Projects will be distributed based on share ownership, with adjustments as follows: if the selling price per megawatt (“MW”) (i) does not exceed €30,000, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds €30,000 up to €60,000 per MW, SB will receive 40% of the profit (10% above its pro-rata share) and we will receive 60% of the profit; and (iii) exceeds €60,000 per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and we will receive 50% of the net profit. Share transfer restrictions apply, requiring consent and adherence to the terms of the SHA. A party will cease to be a party to the SHA if its shareholding drops below 10%.
Current report
On February 10, 2025, we established NITO Renewable Energy, Inc., in the State of Nevada (“NITO Renewable”) for the purposes of managing and facilitating our investment opportunities in the solar energy sector.
Current report
On November 27, 2024, we acquired 100,000 shares of Solterra Energy Ltd. (“Solterra Energy”) for NIS 300,000 (approximately $82,000). Subsequently, on December 31, 2024, we acquired an additional 167,000 shares of Solterra Energy for NIS 501,000 (approximately $137,000), which resulted in us owning less than 5% of the outstanding shares of Solterra Energy.
Current report
Issuances to Directors
Current report
On December 23, 2024, our board of directors, upon the recommendation of our compensation committee and following the non-binding advisory approval by our stockholders at their annual meeting held on November 13, 2024, issued an aggregate of 650,000 shares of common stock under the 2022 Plan.
Current report
Loan Agreement
Current report
On December 22, 2024, we entered into a loan agreement with MitoCareX and Pure Capital, pursuant to which the Company agreed to loan $250,000 to MitoCareX at an annual interest rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation plus 3%, as may be adjusted from time to time. The term of the loan is six months with repayment of principal and accrued interest due at maturity. In the event of a transaction whereby MitoCareX becomes a subsidiary of the Company, any amount outstanding under the loan will be deducted from any future amount allocated by us to MitoCareX during the first year following a transaction. Pure Capital has agreed to guarantee the repayment of the loan by MitoCareX.
Current report
On March 12, 2025, we entered into a loan agreement with MitoCareX for an additional $250,000 under the same terms as prior loan agreement.
Current report
Private Placement
Current report
On December 10, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with each of the Selling Stockholders for aggregate gross proceeds of approximately $1,500,000 and agreed to issue an aggregate of 6,250,000 Units and/or pre-funded units (collectively, the “Units”) at a purchase price of $0.24 per unit (less $0.00001 per pre-funded unit). Each Unit consists of (i) one share of common stock and/or one pre-funded warrant to purchase one share of common stock (the “Pre-Funded Warrants”), and (ii) a one and a half warrant to purchase one share of common stock (the “Common Warrant” and together with the Pre-Funded Warrants, the “Warrants”).
Current report
The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.00001 per share of common stock and will not expire until exercised in full. The Common Warrants have a five-year term, are immediately exercisable and have an exercise price of $0.24, subject to certain anti-dilution and stock combination event protections. The Warrants may be exercised on a cashless basis.
Current report
The Warrants may not be exercised if such exercise would result in an investor beneficially owning in excess 4.99% of the Company’s outstanding capital stock (the “Beneficial Ownership Limitation”). The exercise price of the Warrants and number of shares issuable upon the Warrants (the “Warrant Shares”) are subject to adjustments upon the issuance of certain common stock, options, convertible securities and stock combination events.
Current report
On December 11, 2024, the Common Warrant was amended to provide for a floor price if the anti-dilution provisions of the Common Warrant are triggered. The floor price is not less than $0.048 (20% of $0.24), subject to customary adjustments for stock splits and similar transactions. If the exercise price is reduced as a result of a dilutive issuance, then the new exercise price will be reduced to the floor price and the number of Warrant Shares will be proportionately increased.
Current report
On January 2, 2025, we consummated the private placement transactions contemplated by the securities purchase agreement, dated December 10, 2024 and issued 1,704,116 shares; pre-funded warrants to purchase 4,545,884 shares; and warrants to purchase 9,375,000 shares of our common stock. We received gross proceeds of $1,500,000 as a result of such issuances.
Current report
On March 19, 2025, we amended the Purchase Agreement to increase the Beneficial Ownership Limitation from 4.99% to 9.99% of our outstanding common stock.
Current report
Plantify Debt Settlement
Current report
On November 15, 2024, we entered into a debt settlement agreement (the “Settlement Agreement”) with Plantify pursuant to which Plantify issued 2,420,848 of its common shares (the “Settlement Shares”) to us at CDN$0.848 per share in full payment of debt owed to the Company in aggregate amount of CDN$2,053,000 (the “Debt”). The Debt consisted of (i) CDN$1,691,000, representing the principal and accrued interest on a convertible debenture which matured on October 4, 2024 and (ii) US$258,000 representing draws against a line of credit which we had made available to Plantify of up to $250,000 in April 2024. The closing of the Settlement Agreement occurred on December 5, 2024 upon the approval by the TSX Venture Exchange of the issuance (the “Closing Date”). On the Closing Date, Plantify issued the Settlement Shares to us and we released and discharged Plantify from all claims, demands, obligations and damages arising under or related to the Debt and released the shares of Plantify’s subsidiary, Peas of Bean Ltd., the collateral securing the convertible debenture.
Current report
As a result of the issuance of the Settlement Shares, we owned approximately 65% of the outstanding shares of Plantify for a limited period from December 5, 2024 until December 20, 2024. On December 20, 2024, Plantify notified us that it had issued its common shares in a private placement offering which resulted in us owning approximately 27% of the outstanding shares of Plantify.
Current report
On January 12, 2025, Plantify informed us that it issued additional shares to an additional lender as a debt settlement. As a result of such issuance, our share ownership of Plantify decreased to approximately 25%.
Current report
Amended Bylaws
Current report
Effective November 11, 2024, our board of directors approved and adopted amended and restated our bylaws to change the quorum requirement from a majority of the shares entitled to vote at a meeting of stockholders to 33.33% of the voting power entitled to vote at a stockholder meeting.
Current report
Credit Facility Agreement
Current report
On October 1, 2024, we entered into a facility agreement (the “Facility Agreement”) with Pure Capital for financing of up to EUR 6,000,000 (the “Credit Facility”), EUR 2,000,000 of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for any other projects subject to pre-approval by Pure Capital. Under the Facility Agreement, we agreed to issue the Lender a five-year warrant (the “Facility Warrant”) to purchase 1,850,000 shares of common stock (the “Facility Warrant Shares”), with an exercise price of $1.00 per share. Such warrant may not be exercised by the Lender if such exercise would result in the Lender beneficially owning in excess of 4.99% of our outstanding shares of common stock. The Facility Warrant Shares are immediately exercisable.
Current report
Notwithstanding that the Facility Warrant Shares are immediately exercisable, Pure Capital has agreed, pursuant to a waiver agreement with us, dated December 5, 2024, (“Waiver Agreement”) not to exercise the Facility Warrant until we obtain stockholder approval.
Current report
Financing (expenses) Income, Net
Current report
Financing expenses, net for the year ended December 31, 2024 was $155,000, an increase of $202,000, or 430%, compared to financing income of $47,000 for the year ended December 31, 2023. The increase in financing expenses is mainly a result of the interest on a $1,500,000 promissory note issued to YA II PN, Ltd. on April 4, 2024.
Current report
Net cash used in operating activities was $3,419,000 for the year ended December 31, 2024, as compared to $3,234,000 for the year ended December 31, 2023. Cash used in operating activities mainly consists of our net loss, less non-cash items such as change in fair value of investment in nonconsolidated affiliate, gains from standby equity purchase agreement and issuance of shares to employees and service providers. The increase in net cash used in operating activities is also attributable to payments made to cover other liabilities and increase in accounts receivables, net.
Removed paragraphs (22)
Previous report
Financing Income, Net
Previous report
Financing income, net for the year ended December 31, 2023 was $46,511, an increase of $6,710, or 17%, compared to financing income of $39,801 for the year ended December 31, 2022. The increase in financing income is mainly a result of an increase in interest on our cash balances offset by a decrease in exchange rate differences.
Previous report
Convertible Loan granted
Previous report
In connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture containing conversion feature and debt component. The fair value of the conversion feature loan was estimated using the Black-Scholes option pricing model using a third-party appraiser. The fair value of the debt component of the debenture was estimated with the assistance of a third-party appraiser by discounting the principal and interest at a discount rate of market interest for similar loans. We recorded equity losses in respect of the conversion feature and debt component in the convertible loan.
Previous report
On April 5, 2023, we closed a securities exchange with Plantify (the “Securities Exchange”), pursuant to which we issued 166,340 shares of common stock representing 19.99% of our outstanding capital stock as of immediately prior to the closing (and 16.66% of our outstanding capital stock as of immediately following the closing), and Plantify issued 30,004,349 common shares to us, representing 19.99% of Plantify’s outstanding share capital as of immediately prior to the closing (and 16.66% of Plantify’s outstanding share capital immediately following the closing).
Previous report
In connection with the Securities Exchange, we and Plantify executed a debenture pursuant to which we agreed to lend C$1,500,000 (approximately US$1,124,000) to Plantify. The debenture accrues interest at a rate of 8% annually and is due and payable by Plantify on October 4, 2024. Outstanding principal under the debenture may be converted, at our sole discretion, into common shares of Plantify at a price of C$0.05 per share until the first anniversary of the debenture’s issuance and C$0.10 per share thereafter. Accrued interest under the debenture may be converted at the market price of Plantify’s common shares, subject to TSXV approval at the time of conversion. Plantify executed a general security agreement in our favor and pledged to our company the shares of Plantify’ subsidiary, Peas of Bean Ltd.
Previous report
On September 7, 2023, we purchased additional 55,004,349 common shares of Plantify at a price of C$0.01 per common share (US$404,890), in a rights offering, resulting in an increase of approximately 7% in our company’s aggregate ownership of the issued and outstanding common shares of Plantify. Following the additional acquisition, we own 85,008,698 common shares of Plantify, representing approximately 23% of the current issued and outstanding common shares.
Previous report
Net cash used in operating activities was $3,232,759 for the year ended December 31, 2023, as compared to $5,097,126 for the year ended December 31, 2022. The decrease is mainly attributable to our net loss of $7,259,918, a decrease in accounts receivable offset by an increase in non-cash expenses of share-based compensation and IPR&D.
Previous report
Reincorporation in Nevada
Previous report
On October 2, 2023, at our annual stockholder meeting, our stockholders approved our reincorporation from the State of Delaware to the State of Nevada by a parent-subsidiary merger. On November 6, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Save Foods, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, we, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, we ceased our legal existence as a Delaware corporation, and the Surviving Corporation continued our business as the surviving corporation in the Reincorporation Merger under the name “Save Foods, Inc.” succeeding all our rights, assets, liabilities and obligations, except that our affairs ceased to be governed by the Delaware General Corporation Law and became subject to the Nevada Revised Statutes. The Reincorporation Merger became effective on The Nasdaq Capital Market on November 10, 2023.
Previous report
Standby Equity Purchase Agreement
Previous report
On December 22, 2023, we entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with the YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $20 million of our shares of common stock, par value of $0.0001 per share, over the course of 36 months after the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94% of the lowest volume weighted average price (the “VWAP”) of our common stock for the three trading days immediately following the delivery of each Advance notice by us (the “Pricing Period”). Each issuance and sale by us to the Investor under the Purchase Agreement (an “Advance”) is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of our common stock, as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days immediately preceding an Advance notice or $500,000 in common stock.
Previous report
With respect to each Advance, we have the option to notify the Investor of a minimum acceptable price (“MAP”) by specifying the amount within an Advance notice. During any trading day within a Pricing Period, two conditions will trigger an automatic reduction to the amount of the Advance by one third: either (i) the VWAP of the common stock is below the MAP specified in the Advance notice, or (ii) when no VWAP is available (each such day, an “Excluded Day”). On each Excluded Day, an automatic one third reduction is applied to the specified Advance amount in the Advance notice and that day will be excluded from the Pricing Period.
Previous report
Each Advance is subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock at the time of an Advance or acquiring more than 19.99% of our outstanding shares of common stock as of the date of the Purchase Agreement (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where we have 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.”
Previous report
We paid a subsidiary of the Investor a structuring fee in the amount of $10,000 and issued the Investor 110,554 shares of common stock (the “Commitment Shares”) as a commitment fee. We and the Investor made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications, and agreed to indemnify the other.
Previous report
Board Appointments
Previous report
On November 12, 2023, Liat Sidi was appointed to the board of directors of our company to serve as a Class II director until our 2026 annual meeting of stockholders.
Previous report
On December 20, 2023, Asaf Itzhaik was appointed to the board of directors of our company to serve as a Class II director until our 2026 annual meeting of stockholders. Mr. Itzhaik was designated by Plantify as its representative on the board in accordance with the Securities Exchange Agreement, dated March 31, 2023, between us and Plantify, to replace Dr. Roy Borochov who resigned from the board on December 15, 2023.
Previous report
Stockholders’ Meeting
Previous report
At a special meeting of our stockholders held on February 8, 2024, our stockholders approved (i) a name change of our company to N2OFF, Inc. which our board of directors believes may better reflect future business expansion, including solutions to mitigate N20 emissions; and (ii) the issuance of 20% or more of our shares of common stock pursuant to the terms of the Purchase Agreement with the Investor as required by Nasdaq Marketplace Rule 5635(d). Our name change to N2OFF, Inc. and our symbol change to NITO, became effective as of March 19, 2024.
Previous report
Other Developments
Previous report
On February 21, 2024, we received approval from The Registrar of Companies in Israel to change the name of our subsidiary, Nitrousink Ltd., to NTWO OFF Ltd.
Reworded paragraphs (18)
Previous wording
We operate through our two majority-owned Israeli subsidiaries, Save Foods Ltd., which focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life, and NTWO OFF which offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide. Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide. In addition, we have a 23% ownership in Plantify, a Canadian-based food tech company focused on the development and production of clean-label, plant-based food products.
Current wording
We operate through our two majority-owned Israeli subsidiaries, and one joint venture: (1) Save Foods Ltd., which focuses on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life. (2) NTWO OFF which offers a pioneering solution to mitigate N2O (nitrous oxide) emissions, a potent greenhouse gas with 265 times the global warming impact of carbon dioxide. Through NTWO OFF we aim to promote agricultural practices that are both environmentally friendly and economically viable and to become a global leader in this field by collaborating with or acquiring other companies that create innovative solutions and tools to solve other aspects of global warming’s impact of carbon dioxide.(3) A joint venture with Solterra, which operates in the solar energy section and presents certain investment opportunities in solar PV projects.
Previous wording
Our research and development expenses consist primarily of salaries and related personnel expenses, share base compensation, professional fees and other related research and development expenses such as field tests.
Current wording
Our research and development expenses consist primarily of professional fees and other related research and development expenses such as field tests.
Previous wording
We implemented certain cost reduction measures in 2023, including, the reduction of our research and development expenses, as we decided to focus on marketing and sales to try to materialize the efforts of our pilots conducted during 2022 and 2023. Following our August 29, 2023 Exchange Agreement with Yaaran Investment Ltd. we recorded IPR&D costs associated with such transaction, for further information, seeResearch and Development Expenses below.
Current wording
We implemented certain cost reduction measures in 2023, including, the reduction of our research and development expenses, as we decided to focus on marketing and sales to try to materialize the efforts of our pilots conducted during 2022 and 2023. Following our August 29, 2023 Exchange Agreement with Yaaran Investment Ltd. we recorded IPR&D costs associated with such transaction and were committed to invest research and development expenses under the said Exchange Agreement, for further information, seeResearch and Development Expenses below.
Previous wording
Selling and marketing expenses consist primarily of salaries and related expenses, share based compensation and other expenses.
Current wording
Selling and marketing expenses consist primarily of salaries and related expenses and other expenses.
Previous wording
Revenues for the year ended December 31, 2023 were $263,445, a decrease of $130,559, or 33%, compared to revenues of $394,004 for the year ended December 31, 2022. The decrease is mainly a result of a decrease in our sales in Mexico and Israel.
Current wording
Revenues for the year ended December 31, 2024 were $210,000, a decrease of $53,000, or 20%, compared to revenues of $263,000 for the year ended December 31, 2023. The decrease is mainly a result of a decrease in our sales in Mexico.
Previous wording
Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products. Cost of sales for the year ended December 31, 2023 was $55,178, a decrease of $103,135, or 65%, compared to total cost of sales of $158,313 for the year ended December 31, 2022. The decrease is mainly a result of a decrease in our revenues.
Current wording
Cost of sales consists primarily of salaries, materials, and overhead costs of manufacturing our products. Cost of sales for the year ended December 31, 2024 was $165,000, an increase of $110,000, or 200%, compared to total cost of sales of $55,000 for the year ended December 31, 2023. The increase is mainly a result of inventory write-off in South Africa and Turkey and unexpected surge in material consumption due to temporary malfunction in our US client.
Previous wording
Gross profit for the year ended December 31, 2023 was $208,267, a decrease of $27,424, or 12%, compared to gross profit of $235,691 for the year ended December 31, 2022. The decrease is mainly a result of the decrease in revenues.
Current wording
Gross profit for the year ended December 31, 2024 was $45,000, a decrease of $163,000, or 78%, compared to gross profit of $208,000 for the year ended December 31, 2023. The decrease is mainly a result of the increase in cost of sales .
Previous wording
Research and development expenses consist of salaries and related expenses, share base compensation, consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses for the year ended December 31, 2023 were $1,938,234, an increase of $1,167,408, or 151%, compared to research and development expenses of $770,826 for the year ended December 31, 2022. The increase is mainly attributable to IPR&D costs associated with the issuance of 223,008 shares of common stock to Yaaran Investment Ltd. resulted with an expense of $1,661,707, offset by a decrease in salaries and related expenses and field tests costs and the implementation of certain cost reduction measures, in light of the prevailing macroeconomic conditions and certain results of our operations. The cost reduction measures included the reduction of research and development activities as our focus was primarily on the commercialization of our solutions with emphasis on converting recently completed pilots into paying customers.
Current wording
Research and development expenses consist of consulting fees, service providers’ costs, related materials and overhead expenses. Research and development expenses for the year ended December 31, 2024 were $369,000, a decrease of $1,569,000, or 81%, compared to research and development expenses of $1,938,000 for the year ended December 31, 2023. The decrease is mainly attributable to a decrease in Save Foods Ltd.’s expenses as a result of the implementation of certain cost reduction measures, including a reduction in Save Foods Ltd.’s research and development budget in light of prevailing macroeconomic conditions and the shift of our focus to the commercialization of our solutions and converting recently completed pilots into paying customers. Additionally, certain results of our operations relating to Save Foods Ltd., were offset by an increase in professional fees associated with NTWO OFF Ltd.’s research and development activities.
Previous wording
Selling and marketing expenses consist primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the year ended December 31, 2023 were $271,966, a decrease of $295,632, or 52%, compared to selling and marketing expenses of $567,598 for the year ended December 31, 2022. The decrease is mainly attributable to the decrease in salaries and related costs and other professional fees associated with our reduction in personnel following our cost reduction measures.
Current wording
Selling and marketing expenses consist primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the year ended December 31, 2024 were $238,000, a decrease of $34,000 or 13%, compared to selling and marketing expenses of $272,000 for the year ended December 31, 2023. The decrease is mainly attributable to the decrease in salaries and related costs associated with our reduction in personnel following our cost reduction measures.
Previous wording
General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the year ended December 31, 2023 were $ 5,575,843, an increase of $858,934, or 18%, compared to general and administrative expenses of $4,716,909 for the year ended December 31, 2022. The increase is mainly a result of the increase in share-based compensation to our employees and service providers offset partially by a decrease in salaries and related expenses and professional services.
Current wording
General and administrative expenses consist primarily of salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the year ended December 31, 2024 were $ 3,758,000, a decrease of $1,818,000, or 33%, compared to general and administrative expenses of $5,576,000 for the year ended December 31, 2023. The decrease is mainly a result of the decrease in share-based compensation to our employees and service providers, salaries and related costs, insurance costs and franchise tax related to the Company’s reincorporation in Nevada from Delaware offset partially by an increase of professional services.
Previous wording
As a result of the foregoing, our total net loss for the year ended December 31, 2023 was $7,259,918, compared to $5,779,841 for the year ended December 31, 2022, an increase of $1,480,077, or 26%.
Current wording
As a result of the foregoing, our total net loss for the year ended December 31, 2024 was $5,347,000, compared to $7,260,000 for the year ended December 31, 2023, a decrease of $1,913,000, or 26%.
Previous wording
As of December 31, 2023, we had cash of $4,447,003, as compared to $5,700,709 as of December 31, 2022. As of December 31, 2023, we had a working capital of $4,687,149, as compared to $5,557,595 as of December 31, 2022. The decrease in our cash balance is mainly attributable to cash used in operations.
Current wording
As of December 31, 2024, we had cash of $2,185,000, as compared to $4,447,000 as of December 31, 2023. As of December 31, 2024, we had a working capital of $2,512,000, as compared to $4,687,000 as of December 31, 2023. The decrease in our cash balance is mainly attributable to cash used in operations and cash used in investing activities.
Previous wording
Net cash used in investing activities was $1,519,560 for the year ended December 31, 2023, as compared to net cash used in investing activities of $51,689 for the year ended December 31, 2022. The increase is mainly attributable to the investment in Plantify in April and September 2023.
Current wording
Net cash used in investing activities was $1,889,000 for the year ended December 31, 2024, as compared to net cash used in investing activities of $1,519,000 for the year ended December 31, 2023. The increase is mainly attributable to the investment in renewable energy projects and loans granted to Solterra offset by a decrease in investment in Plantify in April and September 2023.
Previous wording
Net cash provided by financing activities was $3,472,712 for the year ended December 31, 2023, as compared to $4,094,940 for the year ended December 31, 2022. The decrease is mainly the result of proceeds of $4,103,330 from our August 2022 underwritten offering compared to proceeds of $3,472,712 from standby equity purchase agreements in each of October 2023 and December 2023.
Current wording
Net cash provided by financing activities was $3,047,000 for the year ended December 31, 2024, as compared to $3,473,000 for the year ended December 31, 2023. The decrease is mainly the result of proceeds of $3,473,000 from standby equity purchase agreements in each of October 2023 and December 2023 compared to proceeds of $3,135,000 during 2024.
Previous wording
On August 18, 2022, we closed the August 2022 Underwritten Offering pursuant to which we issued a total of 228,572 shares of common stock at a public offering price of $21.00 per share. In connection with the August 2022 Underwritten Offering, we agreed to grant the underwriter a 45-day option to purchase up to 34,286 additional shares of common stock at the public offering price of $21.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue ThinkEquity LLC, as representative ( the “Representative”) a five-year warrant to purchase up to 11,429 shares of common stock, at a per share exercise price equal to 125% of the August 2022 Underwritten Offering price per share of common stock. The gross proceeds from the August 2022 Underwritten Offering were approximately $4,800,000.
Current wording
On August 18, 2022, we closed an underwritten offering (the “August 2022 Underwritten Offering”) pursuant to which we issued a total of 228,572 shares of common stock at a public offering price of $21.00 per share. In connection with the August 2022 Underwritten Offering, we agreed to grant the underwriter a 45-day option to purchase up to 34,286 additional shares of common stock at the public offering price of $21.00 per share, less the underwriting discounts and commissions solely to cover over-allotments, and to issue ThinkEquity LLC, as representative (the “Representative”) a five-year warrant to purchase up to 11,429 shares of common stock, at a per share exercise price equal to 125% of the August 2022 Underwritten Offering price per share of common stock. The gross proceeds from the August 2022 Underwritten Offering were approximately $4,800,000.
Previous wording
On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement will be 94% of the lowest volume-weighted average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that (i) the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. We may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. We cannot request any such advances after January 31, 2024.
Current wording
On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement will be 94% of the lowest volume-weighted average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. We may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. We cannot request any such advances after January 31, 2024.
Previous wording
Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of December 31, 2023, we had an accumulated deficit of $29,360,235, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the report date.
Current wording
Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of December 31, 2024, we had an accumulated deficit of $34,553,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the report date.
Previous wording
; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.
Current wording
We believe that our existing capital resources will be sufficient to support our operating plan through the beginning of the fourth quarter of 2025; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
We implemented certain cost reduction measures in 2023, including, the reduction of our selling and marketing expenses.
Previous report — wording carried elsewhere
We believe that our existing capital resources will be sufficient to support our operating plan through the end of the second quarter of 2025.
Previous report — wording carried elsewhere
The Purchase Agreement will terminate automatically on the earlier of December 22, 2027, or when the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor. As of March 29, 2024, we have sold to the Investor 28,333 shares of common stock at an average purchase price of $1.50.
Previous report — wording carried elsewhere
Subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon our request, the Investor will pre-advance us up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). We can request $1,500,000 (half of the amount of the Pre-Advance) at any time until the earlier of (i) 120 days following December 22, 2023 and (ii) the effective date of the registration statement, and the balance can be requested after the effectiveness of the registration statement until 60 days after such effectiveness, in each case subject to the satisfaction of certain conditions as set forth in the Purchase Agreement. Each Pre-Advance made to us will be subject to a 3% discount on the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. We are required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the Purchase Agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by us pursuant to the Purchase Agreement for the sale of shares will first be used to satisfy any payments due under an outstanding Note.