Executive Summary / Key Takeaways

• N2OFF, Inc. (NASDAQ: NITO) is undergoing a profound strategic transformation, shifting from its foundational agri-food tech business to become a diversified cleantech entity with significant investments in European renewable energy projects, particularly solar PV and battery energy storage systems (BESS).
• The company's agri-food tech segment offers differentiated, eco-friendly post-harvest solutions that enhance food safety and extend shelf life without toxicological residues, providing a niche competitive advantage against larger chemical-focused rivals.
• NITO's new renewable energy segment is rapidly expanding in Italy, Germany, and Poland, with specific projects like the 196 MWp Italian BESS assets valued at up to $13.5 million and targeting "Ready to Build" status within 18-24 months, capitalizing on strong European market growth.
• Despite an 8% revenue increase in agri-food tech to $66,000 for the first half of 2025, NITO reported a substantial comprehensive loss of $5.78 million, driven by significant increases in general & administrative and financing expenses, leading to a "going concern" warning with cash projected to last until Q1 2026.
• The investment thesis hinges on NITO's ability to successfully execute its ambitious renewable energy projects, secure necessary financing amidst ongoing losses, and integrate new acquisitions like MitoCareX, while managing geopolitical risks in its Israeli operations.

NITO's Strategic Metamorphosis: From Produce Protection to Power Generation

N2OFF, Inc. (NASDAQ: NITO), initially known as Save Foods, Inc., is in the midst of a compelling strategic evolution. What began as a focused agri-food technology company, dedicated to enhancing food safety and extending the shelf life of fresh produce, is rapidly transforming into a broader cleantech enterprise. This strategic pivot now sees NITO making substantial investments in the burgeoning European renewable energy sector, specifically in solar photovoltaic (PV) and battery energy storage systems (BESS). This dual focus positions NITO to address critical global challenges: food waste and sustainable energy transition.

The company's journey began in 2009 with the acquisition of Save Foods Ltd., establishing its roots in eco-friendly post-harvest treatments. This foundational business developed proprietary solutions to combat pathogens and reduce pesticide use in fruits and vegetables. More recently, NITO has strategically divested non-core assets, such as its N2O emissions segment in April 2025, to sharpen its focus. Concurrently, it has aggressively expanded into renewable energy through its newly formed NITO Renewable Energy, Inc. subsidiary and strategic partnerships across Europe. This shift is not merely an expansion but a redefinition of NITO's core identity, aiming to leverage its cleantech expertise across multiple high-growth, sustainability-driven markets.

Technological Edge in Agri-Food Tech

NITO's original strength lies in its differentiated agri-food technology, primarily through Save Foods Ltd. The company's core offering involves proprietary blends of food acids combined with specific oxidizing agent-based sanitizers, and in some cases, low-concentration fungicides. This innovative approach yields several tangible benefits. It significantly improves food safety and extends the shelf life of fresh produce by effectively controlling human and plant pathogens, thereby reducing spoilage and food loss.

A critical advantage of NITO's technology is that its ingredients do not leave toxicological residues on the treated produce. This feature is a powerful differentiator in a market increasingly demanding clean-label and sustainable food solutions. The treatments form a temporary protective shield, making it difficult for pathogens to develop and reducing cross-contamination. Products like SavePROTECT/PeroStar for wash water, SF3HS/SF3H for cleaning and sanitizing, SpuDefender for potato sprouts, and FreshProtect for citrus fruits exemplify this residue-free, protective approach. For investors, this technological moat translates into a strong competitive position in a niche market, potentially commanding premium pricing and fostering customer loyalty among producers and retailers committed to sustainable practices.

Competitive Dynamics in Agri-Food Tech

In the agri-food tech space, NITO faces formidable direct competition from global agricultural science giants such as Syngenta Group (SYT), BASF SE (BASFY), Corteva Agriscience (CTVA), and FMC Corporation (FMC). These incumbents offer broad portfolios of crop protection products, including post-harvest treatments, but often rely on traditional chemical-based solutions. NITO's eco-friendly, residue-free approach provides a distinct qualitative advantage, appealing to a growing segment of environmentally conscious consumers and supply chains.

While NITO's specialized focus allows for agility and innovation in targeted applications, it operates at a significantly smaller scale. This difference in scale means NITO may lag behind its larger rivals in global distribution reach, overall revenue growth, and robust profitability margins. For instance, Syngenta's extensive distribution networks and diversified product portfolio enable stronger revenue expansion and more robust profitability through economies of scale. NITO's financial health, including its R&D investment capacity, is less established, making it more susceptible to the superior resources of its larger competitors. However, NITO's unique value proposition in human-safe ingredients could exploit the chemical dependency of some competitors, carving out a defensible niche.

Powering the Future: NITO's Renewable Energy Ambitions

NITO's strategic pivot into renewable energy is marked by ambitious projects across Europe, primarily in collaboration with Solterra Renewable Energy Ltd. This segment, spearheaded by NITO Renewable Energy, Inc., focuses on developing and investing in solar PV and BESS projects. The strategy involves selling projects at various stages of development or, potentially, holding them long-term for operation.

A key initiative includes a $2.7 million commitment to finance two 98 MWp/392 MWh BESS projects in Sicily, Italy, through its 70%-owned Italian subsidiary. These "Ready to Build" (RTB) assets are designed to enhance grid stability through frequency regulation, energy arbitrage, and capacity market participation. Management anticipates these projects will achieve RTB status within 18-24 months and estimates their combined value at up to $13.5 million, based on an industry estimate of $70,000 per MW. This valuation provides a concrete benchmark for potential future monetization.

Further expansion includes increasing investment in the 111 MWp Melz solar PV project in Germany to integrate a 40-60 MW BESS, with an expected capacity of 60-80 MW / 240-360 MWh. This co-location strategy leverages new German regulations (Section 8a of the Renewable Energy Sources Act – EEG) that permit expanded use of grid infrastructure, promising significant benefits in grid efficiency, regulatory certainty, and reduced infrastructure costs. NITO is also financing a 35 MW/140 MWh BESS project in Poland and has an exclusive agreement to co-develop solar PV projects in Albania. These initiatives underscore a clear strategy to capitalize on Europe's growing demand for renewable energy and grid stability solutions. CEO David Palach highlighted the strong growth in Italy's solar market, projecting solar electricity generation to reach 36.47 billion kWh in 2025, with an annual growth rate of 6.86% from 2025-2029, as Italy aims for 52 GW of solar capacity by 2030.

Financial Performance: A Company in Transition

NITO's financial performance for the six months ended June 30, 2025, reflects a company in a significant transition phase, marked by both modest growth in its legacy business and substantial investment in new ventures. Revenues from sales of products increased by 8% to $66,000 compared to $61,000 in the prior year period, primarily driven by increased sales to a U.S. client in the agri-food tech segment. Cost of sales decreased by 50% to $17,000, mainly due to a reduction in salaries, which contributed to an 81% increase in gross profit to $49,000. As a result, NITO reported a total comprehensive loss of $5.78 million for the six months ended June 30, 2025, a 256% increase from the $1.62 million loss in the same period last year.

However, operating expenses saw considerable increases. Research and development expenses rose 53% to $29,000, largely due to patent attorney expenses. General and administrative expenses surged by 122% to $3.38 million, primarily from increased share-based compensation, salaries, and legal expenses. Financing expenses, net, experienced a dramatic 2618% increase to $2.01 million, mainly attributable to changes in the fair value of PIPE warrants liability and the credit facility.

The company's liquidity position shows a decrease in cash and cash equivalents to $3.14 million as of June 30, 2025, down from $4.47 million a year prior. This decline is primarily due to cash used in operating and investing activities, partially offset by financing activities. NITO's accumulated deficit reached $40.26 million, and management projects existing cash will only fund operations until the end of the first quarter of 2026. This situation has led to a "going concern" warning, indicating substantial doubt about the company's ability to continue operations without securing additional financing.

NITO has actively pursued financing, including a Standby Equity Purchase Agreement (SEPA II) with an investor, with approximately $16 million remaining available. Additionally, a $3 million purchase agreement with YA II PN, Ltd. was established in May 2025, with a revised note for $1.5 million issued in August 2025. A credit facility of up to $6 million with L.I.A. Pure Capital Ltd. also provides capital, with drawdowns totaling $1.02 million in early 2025. These financing efforts are critical to bridging the liquidity gap and funding the ambitious renewable energy projects.

Outlook and Strategic Roadmap

NITO's outlook is heavily weighted on the successful execution and monetization of its renewable energy projects and the integration of new acquisitions. Management's belief that existing capital resources will sustain operations through Q1 2026 underscores the urgency of securing additional financing. The company's strategy to raise capital through equity sales or strategic partnerships is paramount to its survival and growth.

The Italian BESS projects are a significant near-term catalyst, with the expectation of achieving RTB status within 18-24 months. The estimated valuation of up to $13.5 million for these assets provides a clear target for potential sales or long-term operational value. The strategic acquisition of MitoCareX BioLtd., an Israeli private company, pending stockholder approval on September 25, 2025, represents another potential growth vector in the biotechnology space, further diversifying NITO's cleantech portfolio. The ongoing collaboration with Solterra to identify and develop additional projects across Europe, including solar PV in Albania, highlights a clear roadmap for continued expansion in the renewable energy sector.

Key Risks and Challenges

NITO faces several significant risks that could impact its investment thesis. The most pressing is the "going concern" uncertainty, stemming from substantial accumulated losses and negative cash flows. The company's ability to secure sufficient additional financing on favorable terms is not guaranteed, and failure to do so could force a reduction in development scope or even cessation of operations.

Geopolitical instability in Israel, where most of NITO's operations and management are located, poses a direct threat. Events like "Operation Rising Lion" in June 2025, which temporarily shut down Israeli operations, highlight the vulnerability to regional conflicts. The severe impact of the war on Plantify's subsidiary, leading to its insolvency, serves as a stark reminder of these risks. Furthermore, the inherent dangers associated with the production and transportation of hydrogen peroxide and highly concentrated organic acids in its agri-food tech segment present operational and liability risks. International expansion into Europe also introduces business, regulatory, political, operational, financial, and economic risks.

Conclusion

N2OFF, Inc. is at a pivotal juncture, transforming from a specialized agri-food tech provider into a broader cleantech player with a significant footprint in European renewable energy. The core investment thesis rests on the successful execution of this strategic pivot, leveraging its differentiated eco-friendly technologies in food preservation and capitalizing on the robust growth in solar PV and battery storage markets. While the agri-food tech segment provides a stable, albeit modest, revenue base with a strong competitive moat in sustainable solutions, the renewable energy projects represent the primary engine for future value creation, with clear project milestones and market potential.

However, investors must carefully weigh the substantial financial challenges, including ongoing losses and a "going concern" warning, against the ambitious growth strategy. The company's ability to secure adequate financing, effectively integrate new acquisitions like MitoCareX, and mitigate geopolitical risks in its operational hubs will be critical determinants of its long-term success. NITO's journey is one of high potential intertwined with significant execution risk, making it a compelling, yet speculative, investment for those who believe in its vision for a sustainable future.