NXTS 10-K & 10-Q changes, risk factors and insider trading

Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan.

In September 2018, we changed our organizational structure and management team. After reviewing our company then existing strategy and results of operation, as well as examining market opportunities, the new management team decided to update our strategy, reduce the marketing and sales of its existing products, and focus our efforts and financial resources on developing its next generation of products. From 2019 to 2020, we developed, validated and tested the efficacy of our next generation product - a blend of food acids - on a variety of crops in both small- and large-scale commercial pilots. In the years 2021 through 2022, we commenced commercialization in various jurisdictions, while continuing to conduct commercial pilots. In 2023, the Company decided to reduce Save Foods Ltd.’s research and development activities and focus on existing markets. In 2024, the Company expanded its pilots in Peru and Brazil and made initial efforts to enter the Ethiopian market.

Given our limited operating history, it is hard to evaluate our proposed business and prospects. Our proposed business operations will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises. Such risks include, but are not limited to, the following:

Because we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable to address such risks in a cost-effective manner, if at all. If we are unable to successfully address these risks our business could be harmed.

Our customers require that our products undergo a lengthy testing period without any assurance of sales.

Our prospective customers generally test and evaluate our solutions before applying them to their commercial product lines or integrating them into their facilities. This testing period takes at least two seasons and could be longer or subject to delays. Even after our solutions are approved by the customers, due to seasonal effects, it could take several months before they begin purchasing our solutions, if at all. Nothing guarantees that following such pilots, the targeted packing house will choose to use our solutions on its products or continue the process further and complete the sale cycle. The combination of the longer sales cycle and the unique nature of our solutions that could have different results following seasonal changes could have an impact on our profitability and business. As a result, we could have limited revenues, or no revenues, from prospective customers, even after we have invested significant amounts of time in the pilot phase and sales of our solutions, which in turn could adversely affect our business and financial results.

Our products and technology require additional trials.

The efficacy of our products has only been shown in the limited number of pathogens tested on certain produce and climates, and therefore our products have yet to be proven against certain additional pathogens, produce and market climates to validate the efficacy and benefits of our products. These trials are lengthy and prolong our sale cycle by at least two seasons, and no assurance can be made that such packing facilities will chose to implement our solutions in their facilities.

The commercial success of our new generation products, as well as any future products, depend upon the degree of market acceptance by the packing house community as well as by other prospect markets and industries.

To achieve high volume sales and attain a leading market share and become the new standard of treatment, our products must not only be approved by the regulators, but also endorsed by the major packing houses and service providers, retailers of fruits and vegetables as well as environmental organizations. Our success depends on our ability to create significant value to the growers, the packing houses and the food retailers. We are aware of this key factor and are focusing on conducting large scale pilots with major fruits and vegetables packers and retail suppliers of fresh consumed goods in several countries to show the efficacy of the products and our technology, and to receive the recognition of packers and retailers. However, there can be no assurances that we will succeed in such an endeavor, nor is it clear how long it will take until we receive market recognition.

There can be no assurance that any product that we bring to the market will gain market acceptance by prospective customers. The commercial success of our new generation products and any future product depends in part on the packing house community as well as other industries for various use cases, depending on the acceptance by such industries of our technology as a useful and cost-effective solution compared to current solutions. If our new generation products or any future product do not achieve an adequate level of acceptance, we may not generate significant product revenue and may not become profitable. The degree of market acceptance of our products will depend on a number of factors, including:

Our efforts to penetrate the packing house industry and educate the marketplace on the benefits of our products may require significant resources and may never be successful.

We may face significant competition from other companies looking to develop or acquire new alternative environmentally friendly solutions for the treatment of fruits and vegetables, and other edible matter.

We expect to face significant competition in every aspect of our business, and particularly from other companies that seek to enter our focal market. As regulators continue to move away from current residue chemical solutions, such as chlorpropham or CIPC, existing suppliers of these solutions are continually looking to develop or acquire new alternative environment-friendly solutions that can sustain their market share and revenue streams, or to enable the continuance of CIPC at current levels in new ways of treatment. Additionally, as market opportunity becomes eminent, competitors and new players will most likely attempt to develop similar or comparable solutions. It is possible that superior or more cost-effective alternative technology will emerge that will achieve greater market acceptance and render our products less competitive. Furthermore, existing vendors can cooperate to combat new players by reducing market prices and margins or other competitive initiatives. Our future success will therefore depend, to a large extent, upon our ability to achieve market acceptance of our innovative solutions as well as develop and introduce new products and enhancements to existing products. No assurance can be given that we will be able to compete in such a marketplace.

The market for post-harvest solutions is fragmented with various regional suppliers. The market of post-harvest treatments for fruits and vegetables is dominated by five large players with wide reach across the globe, which players may perceive us as a competitive threat and institute commercial measures to reduce our market share, including by aggressively ‘bundling’ their products and services to compete with us. We believe that the principal competitive factors in our industry include reputation, product quality, customer service and customer intimacy, product innovation, technical service, and value creation.

Our success is dependent upon the acceptance of our environmentally friendly solutions for fruits and vegetables.

Our future success is dependent upon the acceptance of our environmentally friendly, non-toxic residual solutions for fruits and vegetables. While the market is signaling that such a direction is likely, certain trends as well as the future size of this market, and other potential markets for our products, rely upon a number of factors, many of which are beyond our control. For example, both the failure to convince retailers to bear additional costs for “green” fruit and vegetables as well as the failure to persuade consumers to purchase “green” fruits and vegetables for higher prices may adversely affect our business, financial condition, operating results and cash flow going forward.

We may be unable to respond effectively to technological changes in our industry, which could reduce the demand for our products.

Our future business success will depend upon our ability to maintain and enhance our technological capabilities and develop and market products, services and applications that meet changing customer needs and market conditions in a cost-effective and timely manner. Maintaining and enhancing technological capabilities and developing new products may also require significant investments in research and development, which following financial cutbacks, we have shifted our focus to the commercialization of our solutions with emphasis on converting recently completed pilots into paying customers. We may not be successful in converting our completed pilots into paying customers or to develop new products, services and technology that successfully compete or are able to anticipate changing customer needs and preferences, and our customers may not accept one or more of our new products or services. If we fail to keep pace with evolving technological innovations or fail to modify our products and services in response to customers’ needs or preferences, then our business, financial condition and results of operations could be adversely affected.

We currently rely on a limited number of suppliers to produce certain key components of our products.

We rely on unaffiliated contract manufacturers to produce certain key components of our products. In Israel, we work exclusively with a well-known producer of chemicals, Zohar Dalia, who is responsible for the production of our products. Zohar Dalia is well known for its knowledge and handling of hydrogen peroxide. In the United States, we have worked for the past few years with Seeler Industries, a national leader in the marketing and handling of hydrogen peroxide. There is limited available manufacturing capacity that meets our quality standards and regulatory requirements, especially for the manufacturing of the SF3H and SF3HS with one of their active ingredients - hydrogen peroxide - as well as for FreshPROTECT with one of its active ingredients - PO3. If we are unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, including labor or geopolitical disturbances, we may encounter difficulty in meeting customer demands as we seek alternative sources of supply, or we may have to make financial accommodations to such contract manufacturers or otherwise take steps to mitigate supply disruption. We may be unable to locate an additional or alternate contract manufacturer that meets our quality controls and standards and regulatory requirements in a timely manner or on commercially reasonable terms. Any such difficulties could have an adverse effect on our business, financial condition and results of operations, which could be material.

If we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with third parties to perform these services, we may not be successful in commercializing our products.

We have a limited selling and marketing infrastructure and have limited experience in the sale, marketing or distribution of products. To achieve commercial success for any product for which we have obtained marketing approval, we will need to enter into collaborations with third parties, like post-harvest service companies, and establish a selling and marketing infrastructure or to out-license our products.

In the future, we may consider building a focused selling and marketing infrastructure to market our products in the United States or elsewhere in the world. There are risks involved with establishing our own sales, marketing and distribution capabilities. For example, recruiting and training a sales force could be expensive and time consuming and could delay any product launch. This may be costly, and our investment may be lost if we cannot retain or reposition our selling and marketing personnel.

Factors that may inhibit our efforts to commercialize our products on our own include:

If we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third parties to perform these services, our revenues and our profitability may be materially adversely affected.

In addition, we may not be successful in entering into arrangements with third parties to sell, market and distribute our products in our target markets, including Chile, Mexico, Peru, the United States, Brazil and Israel, or may be unable to do so on terms that are favorable to us. We likely will have little control over such third parties, and any or all of them may fail to devote the necessary resources and attention to sell and market our products effectively. If we do not establish sales, marketing and distribution capabilities successfully, either on our own or in collaboration with third parties, we may not be successful in commercializing our product candidates.

We rely on rapidly establishing a global distributorship network in order to effectively market our products.

We have developed initial partnerships with local partners. In order to expand selling and marketing globally and capture leading market share before any potential reaction from competitors, we will need to rapidly expand geographically and establish a global distribution network. This will likely put pressure on our management as well as on our financial and operational resources. To mitigate this factor, once we establish a significant presence in the market, we will proceed to establish strategic partnerships with leading market players; however, there are no assurances that we will succeed in establishing such partnerships, which may harm the marketing of our products and the development of our business.

The results of our early tests may not be indicative of results in future tests and we cannot assure you that any planned or future tests will lead to results sufficient for the necessary regulatory approvals.

Our products have been tested in multiple commercial and small-scale pilots on certain types of produce and during specific times of the year. We are currently in the development and optimization phases of these products. Results from our later-stage commercial tests may show lower efficacy than our early-tests conducted previously, and we cannot guarantee that when commercialized, our products will be effective and stable and product improvements as well as possible changes in the application and usage protocol may be required. Our results could further be affected by the changing behavior of the fruits throughout the season, therefore demonstrating inconsistent results. These factors may significantly delay receipts of regulatory approvals, and the introduction of our products into the market. Likewise, we cannot be sure these products will be commercially viable and have no assurances that we will be able to expand upon our current product offerings or that any such expansion will generate revenue.

Our products are highly regulated by governmental agencies in the countries where we conduct business and in countries in which we plan to expand. Our failure to obtain regulatory approvals and registration, to comply with registration and regulatory requirements or to maintain regulatory approvals would have an adverse impact on our ability to market and sell our products.

Some of our products are subject to technical review and approval by government authorities in each country where we currently conduct our business and where we intend to sell our products.

The regulatory requirements to which we are subject are complex and vary from country to country. To obtain new registrations, it is necessary to have a local registrant, and to understand the country’s regulatory requirements, both at the time an application for registration is submitted and when the registration decision is made, which may be several years later. A significant investment in registration data is required (covering all aspects from manufacturing specifications through storage and transport, use, and disposal of unwanted product and used containers) to ensure that product performance (e.g., efficacy), intrinsic hazards and use patterns are fully characterized. Risk assessments are conducted by government regulatory authorities who make the final decision on whether the documented risk associated with a product and active ingredient is acceptable prior to granting approval for sale. This process may be prolonged due to requirements for additional data or internal administrative processes. There is a risk that registration of a new product may not be obtained or that a product label may be severely reduced, restricting the use of the product. If these circumstances arise, there is a risk that the substantial investments made in product development will generate the projected sales that justified the investment, and our business, financial condition and results of operations may be adversely affected by failure to obtain new registrations.

Products that are already approved may be subject to periodic review by regulatory authorities in many countries. Such reviews frequently require the provision of new data and more complex risk assessments. The outcome of such reviews of existing registrations cannot be guaranteed and registrations may be modified or canceled. Since all government regulatory authorities have the right to review existing registrations at any time, the sustainability of the existing portfolio cannot be guaranteed. Existing registrations may be lost at any time, resulting in an immediate impact on sales. Furthermore, prior to expiration, it is necessary to renew registrations. The renewal period and processes vary by country and may require additional studies to support the renewal process. Failure to comply could result in cancellation of the registration, resulting in an impact on sales.

In addition, new laws and regulations may be introduced, or existing laws and regulations may be changed or may become subject to new interpretations, which could result in additional compliance costs, seizures, confiscations, recalls, monetary fines or delays that could affect us or our customers.

Our success is dependent upon our ability to achieve regulatory approvals and registration in the United States, Mexico, Peru, Brazil, and Israel, which might take longer than expected.

We are subject to extensive national, state and local government regulation. A critical key to our success and ability to expand our business is our ability to obtain regulatory approvals and registration in the United States and in other countries for the use of our products. The regulatory approvals of some of our products are dependent on trials to show the efficacy and the non-toxicity of our products and are time and cost consuming. We do not anticipate any significant problems in obtaining future required licenses, permits or approvals that are necessary to expand our business, however such licenses, permits or approvals may take longer than expected due to various factors, which might cause delays in these countries and other jurisdictions.

We do not have backlogs or firm commitments from our customers for our products. Our sales may deteriorate if we fail to achieve commercial success or obtain regulatory approval of any of our products.

The inherent dangers in production and transportation of hydrogen peroxide and highly concentrated organic acids could cause disruptions and could expose us to potentially significant losses, costs or other liabilities.

Our operations are subject to significant hazards and risks inherent to the transportation of the active ingredient of one of our products - hydrogen peroxide. In high concentrations, our blend of acids has a very low pH which may lead to skin burn and hydrogen peroxide is an aggressive oxidizer and both can corrode many materials. We are working with limited low concentration of the material, however in high concentrations of H2O2 it will react violently. Hydrogen peroxide should be stored in a cool, dry, well-ventilated area and away from any flammable or combustible substances. It should be transported in special tanks and vehicles and should be stored in a container composed of non-reactive materials. These hazards and risks include, but are not limited to fires, explosions, third-party interference (including terrorism) and mechanical failure of equipment at our or third-party facilities. The occurrence of any of these events could result in production and distribution difficulties and disruptions, personal injury or wrongful death claims and other damage to properties.

Our business and operations may be affected by unexpected events, including climate change conditions and natural disasters, which could materially harm our financial results.

Unexpected events, including fires or explosions at our facilities, natural disasters such as earthquakes and wildfires, unplanned power outages, supply disruptions, failure of equipment or systems, and severe weather events, such as droughts, heat waves, hurricanes, and flooding, could adversely affect our reputation and results of operations through physical damage to our facilities and equipment and through physical damage to, or disruption of, local infrastructure or disrupt our operations generally. During the past several years we have seen an increase in the frequency and intensity of severe weather events and we expect this trend to continue due to climate change.

Our business, in particular, may be affected from changes in climate conditions as such events would affect the crops yield and their storability in those cases where there is unusually warm, dry, humid or cold weather before cropping.

In such instances, we may suffer a decrease in revenues as a result of a smaller storage volume of rooms or shorter storage period. We anticipate that once we increase our operations and enter certain markets which experience or will experience significant climate change, such as above-common rain fall, heat waves, dry air conditions, and unusually cold or prolonged cold weather conditions, such events may materially impact our financial results.

Furthermore, certain natural disasters may affect our operations. Given that our operations are global in nature, and our partnerships are located in various geographic locations subject to certain inherent dangers, it is plausible that our business and operations may be adversely affected by any such future natural disasters.

We develop eco-friendly “green” solutions for the food industry. Our solutions are developed to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss.

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.

Our solutions are based on our proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations. Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides. Our “green” solutions are capable of cleaning, sanitizing, and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. In contrast, by forming a temporary protective shield around the fresh produce we treat, our products make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.

MitoCareX Bio Transactions

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.

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.

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.

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.

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.

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.

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%.

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.

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.

Loan Agreement

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.

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.

Private Placement

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”).

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.

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.

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.

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.

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.

Plantify Debt Settlement

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.

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.

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%.

Amended Bylaws

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.

Credit Facility Agreement

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.

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.

Revenues and Cost of Revenues

Our total revenue consists of products and our cost of revenues consists of cost of products.

The following table discloses the breakdown of revenues and costs of revenues:

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, see Research and Development Expenses below.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses and other expenses.

The following table sets forth the breakdown of selling and marketing expenses:

Revenues

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.

Cost of Sales

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.

Gross Profit

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 .

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.

Selling and Marketing Expenses

Special General Meeting

On April 30, 2026, we held a special general meeting of stockholders (the “Special General Meeting”). A total of 3,129,968 shares of common stock, representing approximately 61.23% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum.

At the Special General Meeting, stockholders considered and approved the following proposals: (i) Proposal No. 1, to approve the amendment to our Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing one or more reverse stock splits of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than 1-for-2 and not more than 1-for-500 (the “Reverse Split Range”), and to grant our board of directors (the “Board”) the discretionary authority to determine the exact ratio of the Reverse Stock Split within the Reverse Split Range and by such number of increments, and to effect the Reverse Split Amendment at such times and dates, if at all, as to be determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”). (ii) Proposal No. 2, to approve the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (the “Equity Issuance Proposal”). (iii) Proposal No. 3, to approve, for Nasdaq Marketplace Rule 5635(d) purposes, the potential issuance of shares of common stock upon exercise of warrants that may be issued under an amendment to our facility agreement with L.I.A. Pure Capital Ltd. (the “Facility Amendment Proposal”).(iv) Proposal No. 4, to approve the authorization of an adjournment of the Special General Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal, the Equity Issuance Proposal, or the Facility Amendment Proposal.

Save Foods Transaction

On January 13, 2026, we entered into the SF Agreement with Voice Assist. Pursuant to the SF Agreement, at the Closing we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding share capital of Save Foods (the “SF Shares”), free and clear of any encumbrances. The SF Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type.

On the terms and subject to the conditions set forth in the SF Agreement, the consideration delivered by Voice Assist to us for the SF Shares consist of the issuance at Closing to us of that number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock on a fully-diluted basis, calculated as of immediately following the closing of the SF Agreement.

We also entered into a Services Agreement with Voice Assist (the “SF Services Agreement”), pursuant to which we provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time.

On the terms and subject to the conditions set forth in the SF Services Agreement, the consideration to be delivered by Voice Assist to us consists of (i) deferred cash consideration in an aggregate amount of $1,000,000, payable solely from future Voice Assist equity and/or debt financing transactions completed during the five-year period beginning on the execution date of the SF Services Agreement, in installments equal to no less than 5% and no more than 15% of the gross proceeds actually received by Voice Assist in each such financing, with each installment payable within 20 days after Voice Assist’s receipt of such proceeds, subject to an aggregate cap of $1,000,000; (ii) ongoing royalty consideration equal to 75% of the gross profit generated from “New Future Projects” (as defined in the Services Agreement) during the first three years following such execution date, 15% of such gross profit generated during years four through ten following such date, and 5% thereafter, in each case calculated as set forth in the SF Services Agreement; and (iii) an amount equal to 75% of any “Ecolab Gross Proceeds” (as defined in the Services Agreement) actually received by Voice Assist, Save Foods or their respective affiliates in respect of the “Ecolab Claim,” in each case as defined and on the terms set forth in the SF Services Agreement.

The SF Services Agreement will remain in effect through calendar year 2026, and we may, in our sole discretion, extend the SF Services Agreement from time to time until we have received the full amount of the consideration payable to us under the SF Services Agreement.

Issuances of common stock

On January 8, 2026, we issued 5,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided to us.

On January 22, 2026, we issued 198,172 shares of common stock to YA II PN, Ltd., pursuant to the terms of the Standby Equity Purchase Agreement dated December 22, 2023 for net proceeds of $2,896.

On February 9, 2026, our Board approved the issuance of an equity grant to executive officers and consultant of an aggregate of 28,572 shares of common stock.

On February 9, 2026, we issued 16,613 shares of common stock to the chairman of the Board.

On February 23, 2026, we issued 85,716 shares of common stock to consultants in consideration of various investor relations and business development services provided to us.

Name Change and the Symbol Change

On January 26, 2026, our Board approved our name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026. Our common stock was traded on the Nasdaq Capital Market under the symbol “NITO” until February 25, 2026. On February 26, 2026, in connection with our name change on February 26, 2026, our stock began trading under the symbol “NXTS”.

Reverse Stock Split

On September 25, 2025, at the special meeting of stockholders of the Company held on said date, the stockholders approved a proposal authorizing our Board of directors, in its sole discretion, to amend our Amended and Restated Certificate of Incorporation, at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the issued and outstanding shares of our common stock, $0.0001 par value per share, by a ratio of no less than 1-for-2 and no more than 1-for-150, with the exact split ratio to be determined by the Board in its sole discretion without further approval or authorization of our stockholders. After the special meeting, the Board determined that it is in the best interests of the Company and its stockholders to effectuate a reverse stock split of our common stock at a ratio of one-for-seven (1-for-7) (the “April 2026 Reverse Stock Split”). On April 8, 2026, our common stock began trading on the Nasdaq Capital Market on the post-April 2026 Reverse Stock Split basis. The April 2026 Reverse Stock Split was implemented to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors.

As a result of the April 2026 Reverse Stock Split, every seven (7) shares of issued and outstanding common stock automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the April 2026 Reverse Stock Split. Any fractional shares that would otherwise have resulted from the April 2026 Reverse Stock Split were rounded up to the next whole number.

All share, stock option, and per share information presented in these consolidated financial statements have been retroactively adjusted to reflect the April 2026 Reverse Stock Split.