Nexentis Technologies Inc.
Business
N2OFF, Inc. is a sustainable technology company focused on reducing food loss and improving food safety, mitigating nitrous oxide emissions, and developing renewable energy projects. Its main offerings include post-harvest eco-friendly treatments and processing aids (marketed as SavePROTECT/PeroStar), sanitizers (SF3H/SF3HS), EPA-registered products (SpuDefender, FreshProtect), N2O mitigation research through NTWO OFF, and solar project development via Solterra. The company operates through three primary segments: Save Foods Ltd. (post-harvest solutions), NTWO OFF Ltd. (N2O R&D), and Solterra Renewable Energy Ltd. (solar projects), and holds a minority stake in Plantify. It commercializes and pilots products across Israel, the United States (notably California), Peru, Brazil, Mexico and several European countries through packers, distributors and local partners.
Summary from filing dated 2025-03-31
Financials
Consolidated Statement of Income
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Research and development expenses (Note 17) | −179,000 | — | −2 | −770,826 | −538,684 | |
| General and administrative expenses, exclusive of depreciation and amortization (Note 18) | −5 | −3 | −6 | −5 | −4 | |
| Change in fair value of contingent consideration | 1 | — | — | — | — | |
| Depreciation and amortization (Note 4) | −78,000 | — | — | — | — | |
| Operating loss | −4 | −3 | −8 | −6 | −5 | |
| Financing expense, net (Note 19) | −2 | −252,000 | — | — | — | |
| Other income (Note 15(7)) | 2 | 428,000 | — | — | — | |
| Changes in fair value of investments measured under the fair value option (Notes 6, 7) | 351,000 | −1 | −714,000 | — | — | |
| Net loss before tax | −4 | −4 | — | — | — | |
| Income taxes | 18,000 | — | — | — | — | |
| Net loss from continuing operation | −4 | −4 | — | — | — | |
| Net loss from discontinued operations (Note 11) | −561,000 | −1 | — | — | — | |
| Net loss | −4 | −5 | −7 | −6 | −5 | |
| Less: Net loss attributable to non-controlling interests | 152,000 | 154,000 | 738,000 | 40,241 | 44,796 | |
| Net loss attributable to the Companys stockholders equity | −4 | −5 | −7 | −6 | −5 | |
| Loss per share from continuing operations (basic) (Note 21) | −3.04 | −22.25 | — | — | — | |
| Loss per share from discontinued operations (basic) | −0.5 | −5.49 | — | — | — | |
| Total loss per share (basic) | −3.54 | −27.74 | −5.43 | 10.85 | −2.06 | |
| Weighted average number of shares of Common Stock outstanding - basic (Note 21) | 1 | 187,215 | 1 | 528,776 | 2 | |
| Loss per share from continuing operations (diluted) | −8.11 | −22.25 | — | — | — | |
| Loss per share from discontinued operations (diluted) | −0.5 | −5.49 | — | — | — | |
| Total loss per share (diluted) | −8.61 | −27.74 | −5.43 | 10.85 | — | |
| Weighted average number of shares of Common Stock outstanding diluted | 1 | 187,215 | 1 | 528,776 | — | |
| Other comprehensive loss - Foreign currency translation adjustments | −17,000 | — | — | — | — | |
| Comprehensive income (loss) | −4 | −5 | — | — | — | |
| Other comprehensive income (loss) attributable to non-controlling interests | 157,000 | 154,000 | — | — | — | |
| Comprehensive loss attributable to the Companys stockholders | −4 | −5 | — | — | — |
Consolidated Balance Sheet
| Concept | Trend | FY 2025 2025-12-31 | FY 2025 2025-07-31 | FY 2025 2025-03-31 | FY 2025 2025-01-31 | FY 2024 2024-12-31 |
|---|---|---|---|---|---|---|
| Cash and cash equivalents | 4 | — | — | — | 2 | |
| Restricted cash (Note 2D) | 37,000 | — | — | — | — | |
| Investment in Marketable Securities (Note 6 (2)) | 239,000 | — | — | — | 307,000 | |
| Accounts receivable | 134,000 | — | — | — | 137,000 | |
| Short term loan (Note 6 (1)) | 396,000 | — | — | — | 234,000 | |
| Prepaid expenses | 961,000 | — | — | — | 450,000 | |
| Other current assets (Note 3) | 166,000 | — | — | — | 1,000 | |
| Assets of discontinued operations (Note 11A) | — | — | — | — | 31,000 | |
| Assets held for sale (Note 11B) | 249,000 | — | — | — | 369,000 | |
| Total Current assets | 6 | — | — | — | 3 | |
| Long term prepaid expenses | 161,000 | — | — | — | 244,000 | |
| Right-of-use asset arising from operating leases (Note 14) | 16,000 | — | — | — | 8,000 | |
| Property and equipment, net (Note 5) | 26,000 | — | — | — | — | |
| Investment in nonconsolidated affiliate (Note 10) | — | — | — | — | 603,000 | |
| Long term loan (Note 6 (1)) | — | — | — | — | 350,000 | |
| Solar photovoltaic joint venture project (Note 7) | 3 | — | — | — | 808,000 | |
| Solar projects under development (Note 9) | 725,000 | — | — | — | — | |
| Goodwill (Note 4) | 6 | — | — | — | — | |
| Intangible asset (Note 4) | 4 | — | — | — | — | |
| Total Assets | 20 | — | — | — | 5 | |
| Short term loan (Note 15 (7)) | 740,000 | — | — | — | — | |
| Accounts payable | 6,000 | — | — | — | 19,000 | |
| Other liabilities (Note 12) | 416,000 | — | — | — | 266,000 | |
| Current warrant liabilities (Note 8) | 78,000 | — | — | — | 312,000 | |
| Liabilities of discontinued operations (Note 11A) | — | — | — | — | 100,000 | |
| Liabilities held for sale (Note 11B) | 194,000 | — | — | — | 195,000 | |
| Total current liabilities | 1 | — | — | — | 892,000 | |
| Non current operating lease liabilities (Note 14) | 8,000 | — | — | — | — | |
| Credit facility (Note 8) | 237,000 | — | — | — | — | |
| Stock purchase warrants liability (Note 15 (11)) | 113,000 | 65,000 | 212,000 | 10 | — | |
| Contingent considerations (Note 4) | 2 | — | — | — | — | |
| Deferred taxes liability (Note 4) | 742,000 | — | — | — | — | |
| Total Liabilities | 5 | — | — | — | 892,000 | |
| Commitment and contingent liabilities (Note 13) | — | — | — | — | — | |
| Common stock of $ 0.0001 par value (Common Stock): 495,000,000 shares authorized as of December 31, 2025 and 2024; issued and outstanding 2,772,883 and 344,741 shares as of December 31, 2025 and 2024, respectively. | — | — | — | — | — | |
| Preferred stock of $ 0.0001 par value (Preferred Stock): 5,000,000 shares authorized as of December 31, 2025 and 2024; no shares issued and outstanding as of December 31, 2025 and 2024. | — | — | — | — | — | |
| Additional paid-in capital | 55 | — | — | — | 39 | |
| Foreign currency translation adjustments | −38,000 | — | — | — | −26,000 | |
| Accumulated deficit | −39 | — | — | — | −35 | |
| Total Companys stockholders equity | 16 | — | — | — | 5 | |
| Non-controlling interest | −280,000 | — | — | — | −176,000 | |
| Total stockholders equity | 16 | — | — | — | 5 | |
| Total liabilities and stockholders equity | 20 | — | — | — | 5 |
Consolidated Statement of Cash Flows
| Concept | Trend | FY 2025 2025-12-31 | FY 2024 2024-12-31 | FY 2023 2023-12-31 | FY 2022 2022-12-31 | FY 2021 2021-12-31 |
|---|---|---|---|---|---|---|
| Depreciation and amortization | 71,000 | 18,000 | — | — | 57,195 | |
| Issuance of shares to employees and service providers | 2 | 746,000 | 2 | 856,064 | 450,730 | |
| Share based compensation to employees and directors | 91,000 | 1,000 | 23,000 | 84,171 | 186,438 | |
| Expenses funded by non-controlling interests | 80,000 | — | — | — | — | |
| Gain from sales of property and equipment | −3,000 | — | −12,000 | — | — | |
| Gain from standby equity purchase agreement II (note 15(7)) | −2 | −428,000 | −1 | — | — | |
| Expenses from standby equity purchase agreement II (note 15(7)) | 182,000 | 170,000 | — | — | — | |
| Interest in respect of loans | 47,000 | 16,000 | — | — | — | |
| Gain from deconsolidation of subsidiary | −44,000 | — | — | — | — | |
| Change in fair value of warrant liability | −234,000 | 5,000 | — | — | — | |
| Change in fair value of credit facility liability | 62,000 | — | — | — | — | |
| Change in fair value of PIPEs warrant liability | 1 | — | — | — | — | |
| Change in fair value of investment in nonconsolidated affiliate | 603,000 | 1 | 714,000 | — | — | |
| Change in fair value of convertible loan | −46,000 | 56,000 | — | — | — | |
| Change in fair value of solar project | −919,000 | −44,000 | — | — | — | |
| Change in fair value of marketable securities | 68,000 | −88,000 | — | — | — | |
| Change in fair value of contingent considerations | −1 | — | — | — | — | |
| Exchange rate differences on operating leases | 3,000 | 9,000 | 13,000 | −13,731 | — | |
| Decrease (increase) in accounts receivable, net | 9,000 | −36,000 | 85,000 | −19,967 | −24,689 | |
| Decrease in inventory | 7,000 | 101,000 | −40,000 | −59,103 | −6,247 | |
| Decrease in prepaid expenses and other current assets | 66,000 | 262,000 | 165,000 | — | — | |
| Increase (decrease) in accounts payable | −20,000 | 12,000 | −91,000 | −116,580 | 337,680 | |
| Decrease in other liabilities | −164,000 | −169,000 | 173,000 | — | — | |
| Decrease in operating lease expense | 14,000 | 48,000 | 59,883 | 66,647 | — | |
| Change in operating lease liability | −14,000 | −50,000 | −66,000 | −68,858 | — | |
| Net cash used in operating activities | −4 | −3 | −3 | −5 | −4 | |
| Investment in solar projects under development | −743,000 | −250,000 | −2 | — | — | |
| Proceeds from sales of property and equipment | 3,000 | — | 23,000 | — | — | |
| Purchase of property | −14,000 | — | — | −51,689 | −67,749 | |
| Proceeds from sale of subsidiary (net of cash disposed) | −25,000 | — | — | — | — | |
| Cash used in purchased of MitoCareX | −565,000 | — | — | — | — | |
| Long term loan granted | — | −406,000 | — | — | — | |
| Investment in marketable securities | — | −219,000 | — | — | — | |
| Short term loan granted | −872,000 | −250,000 | — | — | — | |
| Solar photovoltaic joint venture project | −1 | −764,000 | — | — | — | |
| Net cash used in investing activities | −3 | −2 | −2 | −51,689 | −67,749 | |
| Proceeds from credit facility | 1 | — | — | — | — | |
| Repayment of credit facility | −1 | — | — | — | — | |
| Proceeds from PIPE Agreement | 2 | — | — | — | — | |
| Proceeds from exercise of warrants from PIPE Agreement | 2 | — | — | — | — | |
| Proceeds from promissory note | 2 | 1 | 700,000 | — | — | |
| Repayments of promissory note | −300,000 | −2 | −700,000 | — | — | |
| Proceeds from standby equity purchase agreement, net | 4 | 3 | 3 | — | — | |
| Net cash provided by financing activities | 9 | 3 | 3 | 4 | 11 | |
| Effect of exchange rate changes on cash and cash equivalents | −11,000 | −8,000 | 7,000 | — | — | |
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 2 | −2 | −1 | −1 | 7 | |
| Interest | 77,000 | — | — | — | 231 | |
| Initial recognition of operating lease liability and a corresponding right-of- use asset | 39,000 | — | — | — | — | |
| Reclassification of warrant liabilities to equity upon exercise of warrants | 3 | — | — | — | — | |
| Issuance of shares for future services | 1 | 12,000 | 422,000 | 61,006 | — | |
| Non-cash financing costs related to issuance of promissory note | 409,000 | — | — | — | — | |
| Recognition of Prepaid Warrant Costs and Corresponding Warrant Liability | — | 307,000 | — | — | — |