# Nexentis Technologies Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Nexentis Technologies Inc.](/companies/nxts.md) (CIK 1789192)
- Form: 10-Q
- Filed: 2025-11-13
- Accepted by EDGAR: Nov 13, 2025, 16:32 ET
- Period: 2025-09-30
- Accession: 0001493152-25-022355
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1789192/000149315225022355/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1789192/000149315225022355/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $2.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $68.0k | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-07-01 to 2025-09-30 | $2.0k | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-01-01 to 2025-09-30 | $19.0k | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 9 months, 2025-01-01 to 2025-09-30 | $49.0k | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $52.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $81.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$1.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$4.8m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | $429.0k | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$5.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.97 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$8.23 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | $0.45 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$7.65 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 967,487 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 797,227 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$2.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-09-30 | $6.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $8.7m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $11.0m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $2.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $2.4m | us-gaap:Liabilities |
| Current portion of debt | at 2025-09-30 | $1.2m | us-gaap:DebtCurrent |
| Short-term borrowings | at 2025-09-30 | $1.1m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2025-09-30 | $8.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 34,909 characters.

*The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Quarterly Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.*

### Overview

We are focused on sustainable operations in various industries such as agri-food tech, solar projects, and oncology biotechnology. Our activities include eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides, as well as advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes.

We currently operate through our majority-owned Israeli subsidiary, our wholly owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:

Save Foods develops and markets eco-friendly “green” solutions for the food industry. Our solutions aim 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 focus 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. The 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. By forming a temporary protective shield around the fresh produce we treat, our solutions make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination.

MitoCareX, which has been our wholly owned subsidiary since October, 2025, develops and advances targeted small-molecule therapeutics for oncology by focusing on the mitochondrial SLC25A protein family. MitoCareX’s solutions are designed to inhibit specific SLC25A mitochondrial carrier proteins that play a key role in cellular energy metabolism, thereby disrupting cancer cell growth and survival. We are currently focused on Non-Small Cell Lung Cancer (NSCLC) and utilize structural biology in combination with computational chemistry to design drug candidates that selectively bind to our SLC25A targets of interest. Our approach leverages our proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models across all 53 human SLC25A proteins and allows for large-scale virtual screening of molecules against these targets. MITOLINE™ provides a platform-level capability to identify new mitochondrial carrier targets and develop novel therapeutics in areas where no FDA-approved SLC25A-directed therapies currently exist. A key advantage of our platform is its ability to address the historical lack of structural data that has limited drug discovery efforts targeting SLC25A proteins, thereby expanding the druggable target space within mitochondrial biology. By enabling rational, structure-guided inhibitor discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities in NSCLC and potentially other oncology and disease indications associated with mitochondrial dysfunction.

We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. 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. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. 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. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.

Additionally, we currently own approximately 25% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.

### Recent Developments

#### MitoCareX Closing

On February 25, 2025 we entered into a Securities Purchase and Exchange Agreement (the “Agreement”) with 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 (“Ciro”, together with SciSparc and Alon, the “Sellers”), which Agreement contemplated the Company’s acquisition 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 our wholly-owned subsidiary(the “Acquisition”).

On September 25, 2025, our stockholders convened a special meeting and approved, among other proposals, the Acquisition, including the issuance of such number of our common stock as consideration for the exchange of the Ordinary Shares, thereby satisfying a closing condition in the Agreement.

On October 20, 2025, upon the satisfaction of the remaining closing conditions in the Agreement, the Acquisition closed (the “Closing”). At the Closing, each of the Sellers transferred their Ordinary Shares to us, thereby resulting in us holding 100% of the fully-diluted share capital of MitoCareX.

#### Fourth Loan Agreement to MitoCareX

On August 17, 2025, we entered into a fourth loan agreement (the “Fourth Loan Agreement”) with MitoCareX, and Pure Capital pursuant to which we agreed to loan in the aggregate amount of $372,000 (the “Principal”) to MitoCareX with interest accruing at an annual 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 until the maturity date plus 3%, as may be adjusted from time to time ( the “Loan”). The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. Pure Capital has agreed to guarantee the repayment of the Loan. The purpose of the Fourth Loan Agreement was to assist MitoCareX with financing its ongoing costs and obligations until the closing of the MitoCareX Agreement occurred.

Following the completion of the transaction on October 20 whereby MitoCareX became our subsidiary, any amount outstanding under the Loan will be deducted from any future amount allocated by us to MitoCareX during the first year following such transaction.

#### Special General Meeting

On September 25, 2025, N2OFF, Inc. held a special general meeting of stockholders (the “Special General Meeting”). A total of 18,575,909 shares of Common Stock, representing approximately 55.68% 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 Company’s acquisition of all of the share capital of MitoCareX Bio Ltd. pursuant to the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025, including the issuance of Common Stock equal to or exceeding 20% of the Company’s outstanding Common Stock before such issuance in accordance with applicable Nasdaq Listing Rules, and to approve the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby, was approved by the stockholders. (ii) Proposal No. 2, to authorize the Company’s board of directors, in its discretion, to amend the Company’s Articles of Incorporation within one year of stockholder approval to effect a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-150, with the exact ratio to be determined by the board of directors without further stockholder approval, was approved by the stockholders. (iii) Proposal No. 3, to approve the issuance of 1,850,000 shares of Common Stock and any additional shares of Common Stock, as applicable, upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. (the “Warrant Shares”), was approved by the stockholders. (iv) Proposal No. 4, to authorize the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies if there were insufficient votes in favor of any of the foregoing proposals, was approved by the stockholders.

#### Reverse Stock Split

On June 28, 2024, following the Special Meeting of stockholders, the Company’s stockholders approved a proposal authorizing the board of directors to effect a reverse stock split at a ratio in the range of 1-for-2 and 1-for-35. On September 18, 2025, the board of directors approved a one-for-thirty-five (1-for-35) reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective for Nasdaq purposes on September 22, 2025. The 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 Reverse Stock Split, every thirty-five shares of common stock outstanding immediately prior to effectiveness were combined and reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split; any fractional shares were rounded to the nearest whole share. The number of authorized shares of common stock and the par value per share were not affected by the Reverse Stock Split.

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

#### Amendment to Purchase Agreement

On July 25, 2025 we and YA II PN, Ltd. (the “Investor”) entered into an amendment to a purchase agreement with the Investor, dated May 12, 2025 (the “Purchase Agreement Amendment”) pursuant to which the Investor committed to advance the Company the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the filing of the registration statement on Form S-1 with the SEC on August 6, 2025 registering the resale of shares issuable pursuant to the Standby Equity Purchase Agreement, dated December 22, 2023 (the “SEPA”) between the Company and the Investor, and (ii) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date that said registration statement is declared effective, with each advance to be evidence by a promissory note issued to the Investor.

The Purchase Agreement Amendment provides for the issuance by the Company of an additional 16,410 shares of its common stock (or pre-funded warrants for the same number of shares) to the Investor within three business days from the execution of the Purchase Agreement Amendment. In connection with the Purchase Agreement Amendment, the Company and the Investor also agreed to revise the promissory notes to be issued pursuant to the Purchase Agreement (the “Revised Notes”). The Revised Notes reflect extended payment terms and certain other modifications as agreed upon by the parties.

On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.

During September, pursuant to the Purchase Agreement Amendment, we issued 418,261 shares for total proceeds of $3,335,000, and during October, we issued 169,400 shares for total proceeds of $831,000.

#### Solterra Transactions

On June 30, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with Solterra Renewable Energy Ltd. (“SRE”) and other lenders signatory thereto, pursuant to which such lenders committed to loan SRE an aggregate principal amount of €500,000 (€375,000 of which was committed by us), with interest accruing on the principal at the rate of 7% per annum, to be paid annually beginning June 30, 2025.

In connection with the Loan Agreement, on July 31, 2024, we entered into a Loan and Partnership Agreement (the “Loan and Partnership Agreement”) with Horizons RES PE1 UG (haftungsbeschränkt) & Co. KG (the “Partnership”), SRE, and other lenders signatory thereto (collectively, the “Lenders”), pursuant to which the Lenders committed to loan the Partnership (the “SRE Loan”) an aggregate principal amount of €2,080,000 (€1,560,000 of which was committed by us).

On June 23, 2025, in accordance with Addendum No. 1 to the SRE Loan and Partnership Agreement, the Lenders provided €25,000 in additional funding and on September 8, 2025, the Partnership entered into Addendum No. 2 to the SRE Loan and Partnership Agreement, pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of €600,000.

#### Pure Capital Credit Facility

On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (“Pure Capital”) providing for up to EUR 6,000,000 in financing (the “Pure Capital Credit Facility”). Up to EUR 2,000,000 may be used to finance one project in Germany, and the remaining EUR 4,000,000 may be used for other projects, in each case subject to Pure Capital’s prior approval. Interest accrues at a rate of 7% per annum and is payable in advance by the Company, with such interest deducted from each drawdown, for a period of twenty-four months. The Pure Capital Credit Facility will terminate on the earlier of (i) the drawdown of the full EUR 6,000,000 and (ii) five years from the date of the facility agreement (the “Drawdown Period”).

Amounts borrowed under the Pure Capital Credit Facility must be repaid from proceeds derived from the pre-approved projects or, during the Drawdown Period, from 33% of the proceeds of other Company financing transactions. After the Drawdown Period, any unpaid amounts may be repaid from any other sources.

In connection with the facility agreement, the Company agreed to issue to Pure Capital a five-year warrant (the “Warrant”) to purchase 52,858 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $3.50 per share. The Warrant is exercisable immediately upon issuance. The exercise price and the number of Warrant Shares are subject to adjustment in the event of issuances of common stock, options, or convertible securities, and for stock combination events, in each case as described in the Warrant. In the event of a fundamental transaction, as described in the Warrant, the successor entity will be required to assume the Company’s obligations under the Warrant. Under the Warrant, Pure Capital may also require the Company to repurchase the Warrant for its Black-Scholes value in cash.

As of November 13, 2025, the Company had made aggregate drawdowns of approximately EUR 1,020,000 (approximately $1,105,000) and repayments of approximately EUR 1,015,000 (approximately $1,158,000) under the facility agreement.

### Results of Operations

### Revenues and Cost of Revenues

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

The following table sets forth our revenues and costs of revenues:

| U.S. dollars | Nine Months Ended September 30, 2025 | 2024 | Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Revenues from sales of products | 68,000 | 69,000 | 2,000 | 9,000 |
| Cost of sales | (19,000) | (110,000) | (2,000) | (77,000) |
| Gross profit (loss) | 49,000 | (41,000) | - | (68,000) |

33

### Operating Expenses

Our operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.

### Research and Development Expenses

Our research and development expenses consist primarily of professional fees and other related research and development expenses.

| U.S. dollars | Nine Months Ended September 30, 2025 | 2024 | Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Professional services | 81,000 | 37,000 | 52,000 | 19,000 |
| Other expenses | - | 1,000 | - | - |
| Total | 81,000 | 38,000 | 52,000 | 19,000 |

### Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses, professional fees and other expenses.

| U.S. dollars | Nine Months Ended September 30, 2025 | 2024 | Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Salaries and related expenses | 49,000 | 65,000 | 12,000 | 18,000 |
| Professional fees | 43,000 | 37,000 | 14,000 | 19,000 |
| Travel expenses | - | 20,000 | - | 13,000 |
| Transport and storage | 17,000 | 37,000 | 3,000 | 10,000 |
| Other expenses | 21,000 | 20,000 | 5,000 | 5,000 |
| Total | 130,000 | 179,000 | 34,000 | 65,000 |

### General and Administrative Expenses

General and administrative expenses consist primarily of professional services, share based compensation, salaries, insurance and other non-personnel related expenses.

| U.S. dollars | Nine Months Ended September 30, 2025 | 2024 | Three Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Professional services | 1,853,000 | 1,602,000 | 867,000 | 624,000 |
| Share based compensation | 2,141,000 | 814,000 | 112,000 | 553,000 |
| Salaries and related expenses | 131,000 | 34,000 | 53,000 | - |
| Legal expenses | 273,000 | 151,000 | 144,000 | 43,000 |
| Insurance | 111,000 | 124,000 | 33,000 | 39,000 |
| Registration fees | 61,000 | 39,000 | 18,000 | 13,000 |
| Other expenses | 47,000 | 42,000 | 13,000 | 12,000 |
| Total | 4,617,000 | 2,806,000 | 1,240,000 | 1,284,000 |

34

### Three months ended September 30, 2025 compared to three months ended September 30, 2024

### Revenues

Revenues for the three months ended September 30, 2025 were $2,000, compared to $9,000 during the three months ended September 30, 2024. The decrease is mainly a result of a decrease in sales in Israel.

### Cost of Sales

Cost of sales consists primarily of materials, and overhead costs of manufacturing our products. Cost of sales for the three months ended September 30, 2025 was $2,000, a decrease of $75,000, or 97%, compared to the cost of sales of $77,000 for the three months ended September 30, 2024. The decrease is mainly a result of an inventory write-off in South Africa in 2024.

### Gross loss

Gross loss for the three months ended September 30, 2025 was zero, a decrease of $68,000, or 100%, compared to a gross loss of $68,000 for the three months ended September 30, 2024. The decrease is mainly a result of the decrease in cost of sales.

### Research and Development Expenses

Research and development expenses consist of service providers’ costs and overhead expenses. Research and development expenses for the three months ended September 30, 2025 were $52,000, an increase of $33,000, or 174%, compared to research and development expenses of $19,000 for the three months ended September 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.

### Selling and Marketing Expenses

Selling and marketing expenses consisted primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the three months ended September 30, 2025 were $34,000, a decrease of $31,000, or 48%, compared to total selling and marketing expenses of $65,000 for the three months ended September 30, 2024. The decrease is mainly attributable to the decrease in transport and storage expenses, and related costs associated with our sales.

### General and Administrative Expenses

General and administrative expenses consisted primarily of professional services, share based compensation and salaries and related expenses, as well as other non-personnel related expenses such as legal expenses, directors’ fees and insurance costs. General and administrative expenses for the three months ended September 30, 2025 were $1,240,000, a decrease of $44,000, or 3%, compared to general and administrative expenses of $1,284,000 for the three months ended September 30, 2024. The decrease is mainly a result of the decrease in share-based compensation offset by increase in professional services and legal expenses.

### Financing income (expenses), Net

Financing income, net for the three months ended September 30, 2025 was $183,000, an increase of $224,000, or 546%, compared to financing expenses, net of $41,000 for the three months ended September 30, 2024. The increase is mainly a result of an increase in financing income related to changes in the fair value of PIPE’s warrant liability and credit facility.

### Total Comprehensive Gain (loss)

As a result of the foregoing, our total comprehensive gain for the three months ended September 30, 2025 was $367,000 compared to comprehensive loss of $2,314,000 for the three months ended September 30, 2024, a decrease of $2,681,000, or 116%.

### Nine months ended September 30, 2025 compared to nine months ended September 30, 2024

### Revenues

Revenues for the nine months ended September 30, 2025 were $68,000, a decrease of $1,000, or 1%, compared to $69,000 during the nine months ended September 30, 2024.

### Cost of Sales

Cost of sales consists primarily of salaries, materials and overhead costs of manufacturing our products. Cost of sales for the nine months ended September 30, 2025 were $19,000, a decrease of $91,000, or 83%, compared to $110,000 for the nine months ended September 30, 2024. The decrease is mainly results from a decrease in salaries.

### Gross Profit (loss)

Gross profit for the nine months ended September 30, 2025 was $49,000, an increase of $90,000, or 220%, compared to a gross loss of $41,000 for the nine months ended September 30, 2024. The increase is mainly a result of the decrease in cost of sales.

### Research and Development Expenses

Research and development expenses consist of service providers’ fees and overhead expenses. Research and development expenses for the nine months ended September 30, 2025 were $81,000, an increase of $ 43,000, or 113%, compared to research and development expenses of $38,000 for the nine months ended September 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.

### Selling and Marketing Expenses

Selling and marketing expenses consist primarily of salaries and related expenses for selling and marketing personnel, travel related expenses and services providers and commissions. Selling and marketing expenses for the nine months ended September 30, 2025 were $130,000, a decrease of $49,000, or 27%, compared to total selling and marketing expenses of $179,000 for the nine months ended September 30, 2024. The decrease is mainly attributable to the decrease in salaries and related expenses, transport and storage expenses and travel expenses.

### General and Administrative Expenses

General and administrative expenses consist primarily of professional services, salaries and related expenses including share based compensation as well as other non-personnel related expenses such as legal expenses and directors and insurance costs. General and administrative expenses for the nine months ended September 30, 2025 were $4,617,000, an increase of $1,811,000, or 65%, compared to total general and administrative expenses of $2,806,000 for the nine months ended September 30, 2024. The increase is mainly a result of the increase in share-based compensation, salaries and related expenses and legal expenses.

### Financing expenses, Net

Financing expenses, net, for the nine months ended September 30, 2025, were $1,832,000, an increase of $1,716,000, or 1,479%, compared to total financing expenses of $116,000 for the nine months ended September 30, 2024. The increase is mainly a result of an increase in financing expenses related to changes in the fair value of PIPE’s warrant liability and credit facility.

### Total Comprehensive Loss

As a result of the foregoing, our total comprehensive loss for the nine months ended September 30, 2025 was $5,412,000, compared to $3,936,000 for the nine months ended September 30, 2024, an increase of $1,476,000, or 38%.

### Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through September 30, 2025, we have funded our operations, principally with the issuance of equity and debt.

As of September 30, 2025, we had cash and cash equivalents of $6,044,000, as compared to $2,750,000 as of September 30, 2024. As of September 30, 2025, we had a working capital of $6,598,000, as compared to $2,854,000 as of September 30, 2024. The increase in our cash balance is mainly attributable to cash provided by financing activities offset by cash used in operations and cash used in investing activities.

On July 23, 2023, we entered into a standby equity purchase agreement with the Investor, pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, 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. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.

On December 22, 2023, we entered into an additional standby equity purchase agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 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. During 2024, we have sold 190,477 shares of common stock at an average purchase price of $16.45 to the Investor.

In connection with and subject to the satisfaction of certain conditions set forth in the purchase agreement, upon our request, the Investor pre-advanced to 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”). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is 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.

On May 12, 2025, we entered into a purchase agreement with the Investor for the balance of approximately $16 million remains available under the standby equity purchase agreement, accordingly, as described above in Recent Developments, pursuant to which the Investor committed to advance us the aggregate principal amount of $3,000,000.

On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.

As of November 13, 2025, we have sold 587,661 shares of common stock at an average purchase price of $7.54 to the Investor.

On October 20, 2025, upon fulfillment of all remaining closing conditions set forth in the Agreement, and as consideration thereunder, the Company remitted a cash payment in the amount of $700,000 to SciSparc.

The table below presents our cash flows for the periods indicated:

|  | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash used in operating activities | (2,311,000) | (2,927,000) |
| Net cash used in investing activities | (1,898,000) | (1,373,000) |
| Net cash provided by financing activities | 8,097,000 | 2,601,000 |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (27,000) | (6,000) |
| Increase (decrease) in cash and cash equivalents | 3,861,000 | (1,705,000) |

### Going Concern

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 September 30, 2025, we had an accumulated deficit of $39,826,000, 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 date of this Quarterly Report.

We believe that our existing capital resources will be sufficient to support our operating plan through the end of the first quarter of 2026; 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.

As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Quarterly Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.

### Operating Activities

Net cash used in operating activities was $2,311,000 for the nine months ended September 30, 2025, as compared to $2,927,000 for the nine months ended September 30, 2024. The decrease is mainly attributable to favorable changes in working capital, mainly an increase in other liabilities and a decrease in accounts receivable, partially offset by an increase in prepaid expenses and lower inventory reductions during the nine months ended September 30, 2025.

### Investing Activities

Net cash used in investing activities was $1,898,000 for the nine months ended September 30, 2025, as compared to net cash used in investing activities of $1,373,000 for the nine months ended September 30, 2024. The increase is mainly attributable to the investment in renewable energy projects and loans to MitoCareX.

### Financing Activities

Net cash provided by financing activities was $8,097,000 for the nine months ended September 30, 2025, as compared to net cash provided by financing activities of $2,601,000 for the nine months ended September 30, 2024. The increase is the result of proceeds from a private offering of common stock and proceeds from standby equity purchase agreement and promissory note.

## Market risk

As filed, 152 characters.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this Item.

## Controls and procedures

As filed, 1,595 characters.

#### Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including each of our Principal Executive Officer and our Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on such evaluation, each of our Principal Executive Officer and Principal Financial Officer has concluded that, as of September 30, 2025, our disclosure controls and procedures were effective.

#### Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 146 characters.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.

Filed Nov 13, 2025.
Source: SEC EDGAR, the filing index for accession 0001493152-25-022355. Last ingested by Listed: Nov 6, 2026, 17:26 ET. No prices; not investment advice.