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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended December 31, 2024

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______________ to _______________

 Commission
file number 001-40403

INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 26-4684680

 State
 or other jurisdiction of

 incorporation
 or organization

 (I.R.S.
 Employer

 Identification
 No.)

 HaPardes
134 (Meshek Sander), Neve Yarak, 4994500 Israel

 (Address
of principal executive offices)

 (347) 468 9583

 Registrant's
telephone number, including area code

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share

 NITO

 The
 Nasdaq Capital Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer",
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2024, based
on the price at which the common equity was last sold on the Nasdaq Capital Market on such date, was $ 1,763,000.

 As
of March 31, 2025, there were 17,812,404 shares of the registrant's common stock outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 FORWARD-LOOKING STATEMENTS

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES.

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 Item
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM
 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K SUMMARY

 SIGNATURES

 Forward-Looking
Statements

 This
Annual Report on Form 10-K (the "Annual Report") includes a number of forward-looking statements that reflect management's
current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future
events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may,"
"should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these terms or other comparable terminology.
Those statements include statements regarding the intent, belief or current expectations of our company and members of our management
team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially
from those contemplated by such forward-looking statements.

 These
statements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully
review and consider the various disclosures made by us in this Annual Report and in our other reports filed with the Securities and Exchange
Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated events or changes in future operating results over time except as required by law. We believe that our assumptions are
based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations
or the results of our future activities will not differ materially from our assumptions.

 As
used in this Annual Report and unless otherwise indicated, the terms "N2OFF," "we," "us," "our,"
or "our company" refer to N2OFF, Inc. and Save Foods Ltd., our 98.48% owned subsidiary, and NTWO OFF Ltd. our 60% owned subsidiary.
Unless otherwise specified, all dollar amounts are expressed in United States dollars.

 Part
I

 Item
1. Business

 Company
Overview

 We
were incorporated in the State of Delaware on April 1, 2009 under the name Pimi Agro Cleantech, Inc. On April 11, 2016, we changed
our name from Pimi Agro Cleantech, Inc. to Save Foods, Inc. and on March 19, 2024 we changed our name to N2OFF, Inc. Effective
November 10, 2023, we merged with and into our wholly-owned Nevada subsidiary for the purpose of reincorporating in the State of
Nevada.

 Our subsidiary, Save Foods Ltd., was incorporated
on January 14, 2004, under the name Pimi Marion Holdings Ltd., to exploit the knowledge, intellectual property and business assets of
Nir Ecology Ltd., a company founded in September 1989, focused on developing sanitizing solutions for the water and food industry. During
the initial years of its activity and until 2009, Pimi Marion Holdings Ltd. focused on the development of new products and applications
within the potato-growing industry. On October 5, 2008, Pimi Marion Holdings Ltd. changed its name to Pimi Agro Cleantech Ltd. In September
2018, we changed our organizational structure and leadership team to support our new strategy and objectives. The goal of the organizational
change was to drive us towards regulatory approvals for our new generation of products. Our revamped strategy was developed following
research we conducted on the applicable and potential commercial markets for our products. The results of this research demonstrated
a clear and significant market for our new products to be deployed as sanitizers for the agricultural and food tech industries. On May
2, 2019, Pimi Agro Cleantech Ltd. changed its name to Save Foods Ltd.

 We
are focused on sustainable operations in various industries such as agri-food tech, potent greenhouse gas emissions and solar projects,
specializing in eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides.

 We
operate through two majority-owned Israeli subsidiaries and one joint venture:

 Save Foods Ltd. ("Save
 Foods Israel")- Save Foods Ltd. 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.

 NTWO
 OFF Ltd. - NTWO OFF Ltd. ("NTWO OFF"), incorporated in August 2023 under the name Nitrousink Ltd, 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.

 Renewable Energy Ltd. - Solterra Renewable Energy Ltd., an Israeli corporation ("Solterra"), operates in the
 solar energy sector and presents certain investment opportunities in solar photovoltaic ("PV") projects. Solterra is a
 wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation ("Solterra Energy"). Solterra engages in
 the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and
 Germany, with potential expansion to additional countries in the future. Solterra's business strategy primarily involves
 selling renewable energy projects to third parties at various stages of development, from the initial land identification and
 project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at
 various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in
 the future. We 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, Peas of Bean Ltd. ("Peas
of Bean"), which was involved in the production and distribution of clean label food. Peas of Bean's factory and business
operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the ongoing war in Israel, and as a result Peas of
Bean is in the process of voluntary insolvency proceedings. Currently, Plantify has no business activity and minimal liquidity.

 Industry
Overview and Market Opportunity

 Save
Foods Ltd.

 Industry
Overview and Market Opportunity

 Background

 The
world's population is expected to grow to almost 9.1 billion people by 2050, boosting agricultural demand by some 50%, according
to the Food and Agriculture Organization, an agency of the United Nations ("FAO"). Providing healthy and safe food to feed
the world's population is one of the biggest challenges of the twenty first century, accentuated with the backdrop of a fragile
global economy. Globally, around one-third of the food produced (estimated at circa 1.3 billion tons per year), is lost or wasted along
the food chain - from production to consumption according to the FAO.

 Fruits
and vegetables are considered essential food commodities and demonstrate their best benefits when consumed fresh. Consumption as well
as production of fresh fruit and vegetables is growing globally; in 2020, the global production of fresh fruit amounted to about 887
million tons, while the production of fresh vegetable amounted to about 1.09 billion tons (2018) according to statista.com global fresh
vegetable production research. According to a report published by Technavio in October 2020, the fresh food market size has the potential
to grow by 337.76 million tons from 2020 to 2024, growing at a compound annual growth rate ("CAGR") of almost 3% during the
forecast period, and the market's growth momentum will accelerate during the forecast period due to the steady increase in year-over-year
growth. In the United States, according to a report by Grand View Research, increasing health awareness among the U.S. population and
potential development of secondary diseases due to obesity and unhealthy eating habits are propelling the market of fruit and vegetables
to reach an estimated $97.25 billion by 2030.

 Food
Safety and Food Loss

 Food
Safety

 We
believe foodborne diseases are a significant public health concern globally. Hundreds of diseases are caused by eating contaminated food.
Many diseases are spread through unwashed or untreated produce. With approximately 9.9 million people in the United States (one in six)
getting sick, 53,300 hospitalized, and 931 die each year from foodborne diseases, according to recent data published by the FDA in March
2025, and according the World Health Organization (WHO) 23 million in the European region getting sick due to food borne disease, food
safety is another major concern and source of waste, placing a material burden on public health and significant healthcare cost. The
economic burden of foodborne illness has been estimated to be as high as $110 billion annually.

 When
considering the farm-to-fork chain, microbial contamination of fresh produce can occur at multiple steps. Contamination can take place
during the cultivation of fresh produce, at harvest, during preparation/washing, within distribution chains and transport to shops, and
even at the final step in the consumers' kitchen. We believe this is a significant public health burden that is largely preventable.
The FSMA is transforming the United States food safety system by shifting the focus from responding to foodborne illness to preventing
it. The Produce Safety rule of the FSMA establishes, for the first time, science-based minimum standards for the safe growing, harvesting,
packing, and holding of fruits and vegetables grown for human consumption. The final rule went into effect on January 26, 2016. Sanitization
is a cornerstone of FSMA compliance, which requires preventing or eliminating food safety hazards or reducing such hazards to a minimal
level.

 Markets
require many types of produce to be washed prior to sale in order to remove dirt and other debris. Produce can be contaminated with foodborne
pathogens before it enters the packing house, and these pathogens cannot be seen with the naked eye. Inability to visually spot pathogens
make the washing step one of the most important steps in packing because, if washing process is not controlled, it can become a source
of cross-contamination (when foodborne pathogens fall off contaminated produce into the water where they can contaminate more produce).
These washing steps are defined by the packing house safety managers as critical point because water mixed with organic materials are
good conditions for pathogens to develop. Therefore, the use of sanitizers should be introduced during the washing step because they
are, most of the time, one of the last solutions applied before the produce meets the consumer. Sanitizers are designed to inactivate/kill
any bacteria in the water, drastically reducing the possibility of cross-contamination. We believe this represents a significant opportunity
for us.

 Food
Loss

 The
Food and Agriculture Organization of United Nations predicts that about one-third of the food produced globally is wasted or lost every
year. Recent data indicates that approximately 45% of the world's fruits and vegetables are wasted each year. In 2022, global food
waste across retail, food service, and household sectors amounted to 1.05 billion tons, equating to 132 kilograms per person. A report
published in April 2020, generated by the European Innovation Partnership Agricultural Productivity and Sustainability, estimates that
in Europe an estimated 9 million tons of food is lost at the production stage (farm), while up to 16.9 million tons are lost at the processing
stage (packing houses, etc.)

 Much
of this loss is caused by spoilage, which can be caused by microorganisms - primarily fungi and mold. In addition, mold and fungi represent
the highest numbers of incidents of post-harvest microbial diseases in fresh produce worldwide. Taken together, we estimate that nearly
a third of all food grown is lost between the time that it is grown and harvested and the time that it is packaged for retail sale.

 Post-harvest
losses due to spoilage represent a significant problem along the supply chain and lead to profit losses in the millions. The main causes
of these losses are pest or disease infestation and incorrect storage conditions, which lead to rotting or loss of fresh mass. Fruits
and vegetables are largely damaged after harvest by fungi and other pathogens. It is estimated that an average of between 25% and 55%
of harvested fruit and vegetables are lost globally. Post-harvest diseases have been identified as the greatest cause of post-harvest
losses in fruits and vegetables, causing significant economic losses. According to Mycofumigation for the Biological Control of Post-Harvest
Diseases in Fruits and Vegetables: A Review, estimates that approximately 20 to 25% of the fruit and vegetables harvested are lost due
to microbial spoilage during post-harvest handling in developed countries. Furthermore, the demand for fresh fruits and vegetables, especially
exotic tropical fruit, has contributed to the demand for post-harvest treatments to increase shelf life and maintain quality, resulting
in more efficient export trade.

 Today,
the most common way to protect fresh produce and prevent loss is the use of hazardous chemicals such as fungicides in post-harvest applications.
Post-harvest diseases are generally controlled by fungicides. Systemic (non-organic) fungicides are one of the most commonly used fungicides,
for example, non-organic citrus fruits are completely covered by the fungicides, and the residue is persistent for the life of the fruit
providing protection. However, as they tend to affect a single biochemical pathway within the pathogen, fungi may readily develop resistance
to systemic fungicides. To avoid potential issues with resistance, maximum concentration of fungicides will be generally used to ensure
highly efficient eradication of the targeted pathogen which leaves high residue level on the treated produce. Such high concentration
levels may have severe negative effects on human health, and the environment mainly due to the carcinogenic and/or teratogenic properties
of the compounds, and by their cumulative toxic effects.

 The
effects of exposure to these hazardous chemicals on humans and the environment are a continuing concern as they are intrinsically toxic
and pollute the environment through wastewater discharge from the packing house or discarded fruit. Therefore, the agricultural use of
certain pesticides (in the field or in the packing house) has been significantly reduced or abandoned in some countries leaving the growers
with significant challenges.

 To
control and monitor the potential negative impacts pesticides might have over time, regulatory agencies that regulate pesticides - for
example, the United States Environmental Protection Agency (the "EPA"), the Pest Management Authority Agency in Canada, and
the European Food Safety Authority ("EFSA") in Europe, have defined a maximum residue level (the "MRL") that
can be present on the treated produce. Additionally, more countries require an MRL for the commodity to be imported into their country.
As there is increased awareness regarding compliance with MRLs, MRLs have become a much greater concern. These changes also impacted
the market and we believe that consumers spearheaded this change by demanding organic or pesticide-free foods. Recently, consumers have
increasingly wanted to understand where and how their food is grown. Retailers and processors have capitalized on what they view as an
opportunity to offer more information to consumers. It is more common now for retailers and processors to ask which products have been
used on the commodities they are purchasing. There are also retailers and processors banning the use of certain products, requiring any
residues to be below the established MRLs. The reduction in MRLs results in lower efficacy of fungicide and increased loss.

 We
believe that the rising demand for healthy food among the global population will trigger the market's growth in the forthcoming
years. The strong growth rates in both production and consumption indicate that the organic market has not yet reached its peak and further
growth can still be expected. Organic farming is already responding to further emerging consumer trends such as veganism and demand for
locally produced food products, turning these challenges into opportunities.

 The
global organic food market grew from $259.06 billion in 2022 to $294.54 billion in 2023 and will grow to 318$ billion at 2025 at a compound
annual growth rate ("CAGR") of 14%. According to the 2025 Organic Food Market Report, the organic food market is expected
to grow from $512.01 billion in 2027 to $568.82 billion in 2029 at a CAGR of 15.6%. In addition, strict regulations have been imposed
on the usage of pesticides and GMO-produced crops worldwide. This, in turn, has influenced consumer demand for organic fruits and vegetables.

 Case
Study - Citrus Fruit

 Citrus
fruit represent one of the main fruits produced worldwide with more than 100 million tons produced worldwide, can be infected by many
fungal pathogens, and these pathogens can cause considerable losses during storage and transportation. Losses are mainly caused by Penicillium
digitatum, P. italicum, Aspergillus flavus and Alternaria alternata for citrus fruit. Post-harvest treatments such as thiabendazole,
imazalil, sodium ortho-phenil phenate or other active ingredients have been used for many years. They are currently the most commonly
used fungicides effective for controlling post-harvest fungal pathogens in citrus and they are used in citrus packing houses to maintain
fresh fruit, control post-harvest decay, and extend fruit shelf life. However, significant problems such as environmental issues and
health concerns have risen in the citrus industry due to chemical residues or the occurrence of pathogenic resistant strains which require
the use of even higher concentration of these post-harvest treatments. However, currently, the residues of imazalil on citrus fruits
are being revised by the European Commission. The EFSA put forward a proposal in 2018 to cut the MRL for imazalil from 5 milligrams per
kilogram to 0.01 milligrams per kilogram, causing worry among Europe's main citrus producing countries and packers exporting their
produce to European countries. Due to the significant impact this proposal could have on the citrus industry, the European Council has
decided, in the meantime, to start reducing imazalil residues to four milligrams per kilogram for citrus fruit for a limited period of
time to allow the citrus industry an extra time to find green and safe alternatives. Our solutions have already shown their benefits
in reducing significantly the residues of imazalil while maintaining the produce shelf life.

 Current
Market Drivers and Trends

 In
addition to food safety and food waste concerns, the following market drivers are also shaping the food industry by setting standards
and conditions on the main actors in the industry:

 Focus
 of consumers on health characteristics: consumers are more aware and conscious of the health characteristics of the food
 they consume. Consumers pay more attention to the qualities of the fresh produce they buy. Particularly in the United States and
 Europe, products such as berries, avocados, mangoes, pomegranates, papayas and sweet potatoes are gaining popularity and considered
 "super foods," and these products are showing a strong annual import growth of 10% to 20% according to Inspirafarms,
 a designer and developer of cooling technology, including for fresh fruit and vegetables.

 Increasing
 demand for organic produce: the demand for organic products is growing rapidly, particularly in both Europe and North America
 and is closely related to consumer interest in healthy and pure eating. While the increasing demand created potential for oversees
 supply, it can be challenging and expansive for exporters in tropical climates to comply with the increasingly demanding organic
 standards.

 Success
 of retailers determined by quality of produce: a report by Fruit Logistica published in 2019, based on consumer surveys that
 involved almost 7,000 consumers in 14 different markets across Europe and North America, demonstrated the increased importance of
 fresh produce for the profitability of food retailers. According to the report, when choosing the place to buy their groceries, consumers
 focus on the quality of the stores' fresh food, with freshness of fruits and vegetables being their top priority. The report
 also showed that customers who are satisfied with the store's fresh food quality would visit the store more frequently than
 those who are not. In addition, consumers are also willing to pay more for better-quality produce and their basked will be 4% larger.

 Promoting
 sustainability: a large range of sustainability aspects are directly related and affected by the fresh produce industry.
 We believe food waste accounts for 8% of global greenhouse gas emissions. Both consumers and businesses are becoming more aware of
 the growing importance of sustainability issues. As consumers increasingly embrace social causes, they seek products and brands that
 align with their values. According to an analysis published by Research Insights, nearly 6 in 10 consumers surveyed are willing to
 change their shopping habits to reduce environmental impact, nearly 8 in 10 respondents indicated sustainability is important for
 them, and among those respondents that indicated that sustainability is very or extremely important, over 70% indicated that they
 would pay a premium of 35%, on average, for brands that are sustainable and environmentally responsible. An increasing number of
 companies in the fresh food sector are investing in sustainability. A survey conducted by Champions 12.3 in 2017 showed that 99%
 of businesses that invested in reduction of food loss and waste, received a net positive financial return. Primary production companies
 are investing in aspects of food losses, energy efficiency and carbon footprint, through innovations such as drying produce, on-farm
 and off-grid cold rooms and post-harvest treatments.

 Food
 retailers seek to reduce their waste and maximize their revenues: According to Recycle Track Systems (RTS), a waste management
 company focused on food loss and waste, the report "Retail Food Waste Action Guide: Food Waste in America 2025" states
 that nearly 60 million tons of food are wasted annually in the U.S. retail sector alone. This food waste represents an estimated
 loss of approximately $218 billion each year. Some retailers, including Walmart, have committed to implementing a zero-waste policy.
 However, they have faced challenges and may not fully achieve all of their 2025 sustainability targets related to becoming zero waste.
 Prevention solutions across the retail value chain offer the highest returns to retailers and are growing the fastest.

 Regulators
 are promoting the use of safer chemical-based product: for example, the EPA offers a "Safer Choice" label that
 product manufacturers may use on qualifying products to help consumers and commercial buyers identify products with safer chemical
 ingredients. The EPA requires that every chemical, regardless of percentage, in a Safer Choice-certified product is evaluated and
 allows only the safest ingredients.

 The
 increased consumption of fruits and vegetables in combination with the current regulation and consumers' demand for healthier
 food has placed a greater burden on the fresh produce industry to provide food products that are fresher in quality, demonstrate
 an extended shelf life and are safer to consume.

 The
 aforementioned changes provide a unique opportunity for us to introduce our products and solutions. We are aiming to become a significant
 player in post-harvest green produce treatment, fully responsive to the world's ongoing change in fruit and vegetables consumption,
 food safety requirements as well as regulations and consumer demand to eliminate the use of hazardous chemicals.

 Our
Core Products and Solutions

 Our
innovative products address what we believe to be two of the most significant challenges in the food industry: food safety promotion
and food loss reduction. Our main product lines consist of a proprietary blend of organic food acids applied in pre- and post-harvest
applications, which is designed to work together with an oxidizing agent (together, the Save Foods solution) in order to improve food
safety and increase fruit and vegetable' shelf life by reducing microbial spoilage.

 In
pre-harvest application, our solutions could be applied several times up to 24 hours prior to the harvest. In post-harvest applications,
the main steps are cleaning, sanitization and coating (wax). Our solutions address the cleaning and sanitization application points which
are the critical first steps for preserving the quality of fresh produce by controlling microbial contamination related to food safety
(e.g., Listeria, Salmonella, E. coli) and food loss due to microbial spoilage (e.g., fungi, mold and yeast). In general, the current
process includes an initial washing step to remove soil and other debris, which improves the product appearance and lowers the product
temperature. The next step includes sanitation or disinfection methods combined with fungicides that can further reduce the presence
and prevent the transfer of spoilage and pathogenic microorganisms on fresh produce surfaces. The last step usually includes application
of wax sometimes combined with an additional application of fungicides to prevent or reduce physiological changes and risks of spoilage.
Our main products and solutions are applied at the cleaning and sanitization steps.

 One
of the main advantages of our solutions is its non-toxic residues that provides protection to the treated produce. And we believe that
all the blend ingredients are recognized by the FDA as GRAS when used as intended in fruit and vegetable wash applications. Moreover,
they significantly reduce or eliminate the need for additional post-harvest applications with conventional fungicide by at least 50%,
and in some cases entirely, and can reduce food waste due to spoilage by up to 50% (see results below on easy peelers and mango) at the
retail level.

 Our
main products are SavePROTECT or PeroStar, which are an application added to fruit and vegetable wash water as a processing aid
to peracetic acid (oxidizing agent) to increase its efficiency against plant pathogens and reduce produce loss.

 Processing
Aids - SavePROTECT or PeroStar

 Processing
aids are products that are intended to be used with other products to aid the application or enhance the effect of that product. Save
Foods processing aids, which are marketed as SavePROTECT in the Americas and PeroStar in the rest of the world, are based on our proprietary
blend of food acids and are added to the wash water at the cleaning and sanitization stages simultaneously with a low concentration of
peracetic acid ("PAA"), the active agent. This food acid blend serves several functions:

 SavePROTECT/PeroStar
 keeps the process wash waters at a relatively low stable pH level. We have observed that low pH levels strengthen the effectiveness
 of the PAA and the fungicide used which result in increased sanitation and biocide activity;

 PAA-based
 products are used as disinfectant in wash water. When used with PAA-based products, SavePROTECT/PeroStar may optimize the efficacy
 of PAA and eliminates the strong odor of PAA, creating a more friendly and safe working environment;

 When
 used with fungicides, including imidazole, imazalil, thiabendazole, etc. - most commonly used fungicides - SavePROTECT/PeroStar may
 optimize the efficacy of the fungicides used and prevent resistance buildup;

 SavePROTECT/PeroStar
 helps to clean the fruit surface and can improve the performance of the wax applied leading to an improved appearance of treated
 fruit by leaving a glossy finish on the outer skin of the fruit; and

 SavePROTECT/PeroStar
 helps to extend shelf life.

 As
of December 31, 2024, we fully commercialized our solution with respect to easy peelers, lime, bell peppers, dates, pears and avocado
in Israel, Peru and the US, and we have run small trials in collaboration with commercial partners on lime, avocado and mango in countries
that are facing export challenges to Europe. To maximize our efforts, we have decided to focus during 2025 on countries like Peru and
Brazil which are large producers and exporters of fruit to Europe.

on Berries

 Berries
are easily perishable and maintaining fresh quality after harvest depends on proper handling, transportation, and storage. If berries
are not properly handled during and after the harvest, they lose nutritional and monetary value.

 Strawberries,
raspberries, black raspberries, blackberries, and blueberries are picked fully ripe for best appearance and eating quality. Because they
are so delicate and easily damaged, they are usually picked directly into final containers to minimize handling, so grading and sorting
of damaged or decaying fruit happens as the crop is picked. Even when they are handled under optimal harvesting temperature and humidity
conditions, their shelf life is still short compared to most fruits and vegetables. Finally, even though it is common knowledge that
consumers should be washing the berries before consuming them, this does not always happen. That makes farm food safety procedures crucial
to minimize the risk of spreading foodborne pathogens.

the fiscal quarter ended December 31, 2021, and the fiscal quarter ended March 31, 2022, we began working with raspberries and strawberries
producers to apply our solutions with the goal to extend their shelf life. The results of the trials have shown that for raspberries,
our solutions have reclaimed 80% of the raspberries that would otherwise have gone to waste. The trial pushed the boundaries of the raspberries'
shelf life, with 10 days in cold storage and three more days at room temperature, after which three times as many berries were viable
to be sold. For strawberries, our treatments have shown a waste reduction of 85% after 15 days.

 In
addition, after successful pilots on raspberries and strawberries, we decided to conduct a pilot on blueberries in February 2022. In
most cases, there are no known treatments for disinfection or post-harvest pathogen prevention in blueberries. The experiment simulated
long shipment of blueberries in cold storage for one month. The results demonstrated that our solution protected blueberries from pathogens'
contamination and, subsequently, extended their shelf life by seven days.

on Avocado

September 2021, we began a commercial pilot with Milopri, the avocado packer of Galilee Export, to evaluate Save Foods' solution
on avocados. While our application was applied on the packing line, boxes of avocado were put aside for shelf-life evaluation. After
16 days at room temperature, the avocado treated with our solution showed the lowest percentage of decay resulting in two times more
avocado available for consumption.

this successful commercial pilot, Milopri fully adopted and implemented our solutions in August 2022.

on Bell-peppers

 The
Arava region in southern Israel produces approximately 60% of all the fresh vegetables that Israel exports, and bell peppers are its
leading exported vegetable. At the beginning of the bell pepper season (September 2021), we began commercial pilots in two large packing
houses in order to evaluate the benefits of our solution as applied to bell peppers. During September 2022, after successfully evaluating
our solutions, these two large packing houses began using our solutions as their commercial treatment.

 Our
solutions have shown a decay reduction compared to the current industry standards and have maintained the firmness of the bell pepper
over time. While Israeli packers in the region are struggling to maintain a reasonable shelf life for their produce during the export
process, our solutions have shown a significant improvement in export performance. The foregoing pilot demonstrated that bell peppers,
after applying our solution, sustained 70% less decay after 28 days (23 days in cold storage and an additional five days at room temperature)
translating into 20% more bell peppers to sell and consume. The post-harvest team at the Central-and Northern-Arava Research and Development
center validated these results and the results were thereafter published in an Israeli local professional agriculture journal.

on Easy Peelers

 Easy
peelers are citrus fruits that are easier to peel, such as tangerines, mandarins, satsumas, and clementines. As previously described,
imazalil is currently one of the most commonly used fungicides that is effective in controlling post-harvest fungal pathogens in citrus.
Currently, the residues of imazalil on citrus fruit are being revised by the European Commission and have already been reduced, and this
reduction poses challenges, especially to packing houses exporting to Europe.

 Between
February and June 2020, we collaborated with the Israeli branch of one of the largest worldwide post-harvest service companies to demonstrate
the safety and ability of PeroStar to meet the new requirement of reduced residue level of imazalil and efficiently control decay against
the most common pathogens attacking citrus fruit such as green mold (Penecillium digitatum) and sour rot (Geotrichum candidum). The experiment
simulated the applications in a packing house which tested the use of imazalil with and without our products. The reference used in the
trials to compare the results was the maximum amount of imazalil allowed and the current treatment in the packing house which is a combination
of PAA and imazalil as well as PAA alone to simulate treatment in organic settings.

 To
ensure the efficacy of the products, it is customary to deliberately infect the fruit with the target pathogen at a concentration of
around 10 and to inoculate it for 16 to 24 hours before applying the solution. Following the application, the fruit was stored in cold
storage for between 9 to 21 days and then stored in room temperature for shelf-life evaluation.

these months, we ran a series of trials from small scale/lab test (between 350 to 500 fruits per trial) to semi-commercial application
(more than 1000 fruits per trial). The semi-commercial pilots were run in Ashkelon, Israel on the packing line of Mehadrin in Israel,
a well-know and recognized citrus packer. From January 2022 until January 2023, Mehadrin was applying our solutions on produce in one
of its packing-lines in Ashkelon, Israel, in which Mehadrin had reported a reduction of 50% of pesticide usage.

 The
results of the trials have shown that PeroStar significantly reduced the need for additional post-harvest applications with imazalil
by at least 50%, and in some cases entirely while improving the fruit shelf life, reducing waste). In addition, the use of PeroStar allows
the packing house to meet the new limitations of imazalil utilization as well as meet its goal to apply greener and safer products.

on Mangos

 We
recently tested our PeroStar on mangos in collaboration with the Israeli-based Volcani Center for Agricultural Research. The goal of
the test was to evaluate the effectiveness of PeroStar in preventing decay in harvested mangos in comparison with fludioxonil. Fludioxonil
is a fungicide that is commercially available in Israel at a level of 250 to 300 parts per million. Fludioxonil is deemed to be an effective
fungicide against fungi that attack the mango post-harvest, yet there is a growing need for "greener" solutions, given Fludioxonil's
level of toxicity.

 Mangos
were stored for three weeks after treatment at 12 C and an additional week of shelf life at 20 C in what would typically simulate
a mango crate shipment to Europe and retailers in similarly distanced markets.

after evaluation have shown us that the treatment with PeroStar, improved the biocide activity of the PAA, which resulted in a reduction
in both side decay and stem-end rot (common pathogens in mango) leading to an extended shelf life with no use of fungicide (as demonstrated
in the picture below). In addition, the results also showed that the combination of PeroStar with a low concentration of fludioxonil
reduced the post-harvest decay to zero. The results (as presented in the graph below) demonstrate that applying PeroStar enables mango
producers to achieve an improved shelf life of produce compared to the current solution while reducing the use of conventional chemical
pesticides.

2022, an independent study, performed by Itay Noked, agronomist and independent researcher (M.Sc. Post-Harvest), showed that our solution
can extend the shelf life and freshness of mangos while virtually eliminating the use of post-harvest pesticides; after 21 days in storage
and 15 days on the shelf, twice as many mangos were still edible when compared to mangos that didn't undergo treatment, and 75%
less pesticides were used.

these pilots, a small commercial application was performed with an Israeli mango packer, in which only 25% fungicide were used together
with our solution and compared to the current commercial application with 100% fungicide. Following such application, both batches of
fruits were sent to a leading fresh produce distributor in Europe, and both were successfully distributed, demonstrating that our solutions
help reduce up to 75% of the applied fungicide.

on Limes

a successful pilot in Mexico on Persian lime (where SavePROTECT has reduced to zero the fruit decay after 21 days as shown in the graph
below), the packing house bought its first batch to start its utilization of our product. Thereafter, and beginning in June 2021, the
packing house began applying our solution to all of its packing facilities in Mexico.

 Based
on these results, food retailers may benefit from additional income of up to $126 per ton of limes assuming a conservative average price
of $3,000 per ton (based on an average price per pound lime of $1.49 in 2019), as presented in the graph below.

 The
European Union is a significant target market for our organic food acid blends because of strict regulations that are being imposed on
the use of pesticides and GMO-produced crops, as well as health conscious consumers who represent a growing demand for organic fruits
and vegetables.

 Commercialization
Stage

 The
table below summarizes our commercialization efforts and activities as of December 31, 2024.

 Easy peeler

 Lime

 Avocado

 Berries

 Lemon

 Mango

 Pears

 California, USA

 v

 v

 v

 v

 v

 Peru

 v

 v

 Brazil

 v

 v

 Sanitizer
– SF3HS or SF3H

 Post-harvest
sanitizers are considered a pesticide and regulated by the EPA in the United States. The EPA will review toxicity data and results from
tests to show how well the product kills bacteria to determine if the product should be approved. See " Government Regulation
and Product Approval" below.

 This
sub-category of products is based on our proprietary blend of food acids combined with hydrogen peroxide as the oxidizer and includes
SF3HS and SF3H. We believe that this category of products will be an improved sanitizer as compared to traditional sanitizers. SF3HS
and SF3H are public health antimicrobial pesticide products that bear a claim to control by at least a 3 log10 reduction (99.9%) pest
microorganisms that pose a threat to human health (foodborne pathogens), and whose presence cannot readily be observed by the consumer.

 After
we have finalized our toxicological studies, we conducted a series of microbial trials in laboratories in both the United States and
Israel in non-Good Laboratory Practice settings in order to evaluate the efficacy of SF3H as an antimicrobial agent to reduce foodborne
pathogenic bacteria in "processing water" for fruit and vegetables. We used a modification of the Association of Official
Agricultural Chemists Germicidal and Detergent Sanitizing Action of Disinfectants method and test protocol EN1276 (European standard
for the evaluation of chemical disinfectant or antiseptic for bactericidal activity). The tested organisms are Listeria monocytogenes,
Salmonella enterica and Escherichia coli O157:H7.

 The
last test was performed by Analytical Lab Group on a mix culture of Listeria monocytogenes with an exposure time of 30 seconds. The results
showed more than 99.99999% (>7.51 Log10) reduction. In Israel, the tests were performed by the Institute for Food Microbiology and
Consumer Good Health on a single strain for each pathogen (Listeria monocytogenes, Salmonella typhimurium and E. coli) with exposure
time of 30 seconds and the results have shown between 99.99% to 99.9999% reduction. Exposure time is a key parameter in sanitization
process, therefore allowing a short contact time is a significant advantage over the competition where the current minimum contact time
available is 45 seconds.

2020 we decided to postpone our good laboratory practices efficacy studies in order to concentrate our efforts on the commercialization
of our adjuvant, SavePROTECT/ PeroStar solutions.

on Avocados (food safety)

 We
have tested the efficacy of our SF3H and SF3HS products against Listeria on 40 avocados of which 10 avocados were treated with our SF3H
and SF3HS products. The peel of the avocado was punctured and infected with high level of Listeria. The results have shown a 99.99% reduction
within fifteen seconds of exposure time. In addition, we have also tested the efficacy of SF3H on avocado's shelf life compared
to current treatments (12 avocados per treatment). The results (demonstrated below) show that after 18 days in room temperature the treated
avocados display material reduction in microbial spoilage as compared to avocados treated with water and chlorine, a well-known sanitizer.

on Microgreens (food safety)

 An
increasing number of studies point to the growing demand for locally sourced, organic vegetables. Various types of "young vegetables,"
such as sprouts, microgreens and baby greens, are becoming increasingly popular due to their high nutritional value. Microgreens are
deemed premium products and command higher retail value. They also belong to a group of "functional foods" and have high
levels of bioactive compounds, while requiring less water and energy to grow, which they do year-round. Currently, microgreens are largely
being cultivated in major greenhouses across the United States. According to Agrilyst, an agro-intelligence platform, greenhouse cultivation
of microgreens was the highest in South and Northeast regions, each accounting for 71% and 59% in 2017. While consumers in the United
States are more focused on growing leafy greens and microgreens than any other vegetables.

 We
have tested the efficacy of our SF3H products to control and prevent potential pathogen contamination on microherbs (pea and sorrel)
produced by Israeli-based microgreens exporter 2BFresh. Our treatment combined a post-harvest spray application and a fogging treatment
to be used in the cooldown storage room. In order to determine the efficacy of the product, 25 swabs were taken across 18 trays (nine
of each microgreen species). The results showed more than 90% reduction of the total bacterial load post-treatment.

 We
believe that our SF3HS and SF3H provide improved sanitization of bacteria (including E. coli, Salmonella and Listeria) while leaving
no toxic residues on fruits and vegetables.

 Other
Products

 Our
product portfolio also includes the SpuDefender and FreshProtect.

 SpuDefender

 SpuDefender
is one of our EPA-registered products which targets and is designed to control the post-harvest potato sprouts. Due to the European Commission's
decision on January 1, 2020, to no longer allow the use of the herbicide chlorpropham (the "CIPC"), the post-harvest potato
industry is looking for new solutions. For over 50 years, CIPC was widely used as a sprout suppressing agrochemical agent applied to
potatoes that were stored in processing facilities.

recent discussions with post-harvest experts and potential customers, we believe we should concentrate our efforts on the commercialization
of our adjuvants. Furthermore, we believe that our SpuDefender product may offer a successful alternative to CIPC. We currently do not
intend to further develop or incorporate the SpuDefender in the near future in our solutions.

 FreshProtect

 FreshProtect
is our second EPA registered product, which targets and is designed to control spoilage-creating microorganisms on post-harvest citrus
fruit. The registered label of the product only allows us to market and sell FreshProtect in the United States (excluding California).
However, we believe that FreshProtect has a significant potential in reducing the bacterial load entering the packing house in the pre-harvest
market. The non-toxicity of FreshProtect allows its application up to the day of harvest (0-day pre-harvest interval), which is critical
to prolong crop protection and reduce microbial spoilage.

 In
2022, we ran a proof-of-concept study under a controlled group environment of different plant fungi responsible for decay which showed
promising initial results.

 Dr.
Jim Adaskaveg, a professor at the Microbiology and Plant Pathology Department at the University of California, Riverside, reported the
completion of several successful field trials with FreshProtect on citrus trees where he demonstrated a significant reduction of decay
in treated fruit and a reduction in bacterial populations.

 The
main conclusions of the trials were that FreshProtect with concentration of 1% and 2% applied at 400 gallons per acre materially reduced
sour-rot on inoculated fruit. While both rates were also effective against fruit inoculated with P. digitatum, (i.e., fungus found
in the soil of citrus-producing areas and major source of post-harvest decay), the 2% concentration of FreshProtect demonstrated significantly
more efficacy at reducing sour-rot. Natural incidence of Penicillium spp. (a family of fungi) was also reduced on fruit inoculated
with G. candidum, fungus that is a member of the human microbiome.

 Furthermore,
FreshProtect can be used in combination with several different kinds of pesticides and fertilizers which allows the application of more
than one pesticide at once. This in turn reduces costs and facilitates implementation.

 The
regulation for pre-harvest (in the field) application especially in California as well as in Israel may take more time than post-harvest
application due the potential impact on the environment. In October 2023 we have received a pre-harvest regulatory approval registration
in California. In parallel, we started to run additional pilots in Israel with potential strategic partners in order for them to evaluate
and validate the potential of FreshProtect for the pre-harvest market.

 Our
Strengths

 We
believe that our main strengths include:

 Strong
 Management Team with Commitment to Green Products. Led by an experienced team in developing products and solutions for the
 agriculture industry, we plan on becoming a significant player in providing consumers with healthy and green fresh produce from farm
 to fork while endeavoring to ensure food safety and reducing food waste. We believe that our proprietary blend of food acids provides
 protection to the treated produce and works in synergy with well-known fungicides and sanitizers. This synergy allows us to significantly
 reduce the concentration of the fungicides that are heavily regulated in several countries and, in certain countries, outright banned
 and meet the food trends of sustainable and green produce.

 Multi-Purpose
 Products that Simplify Crop Treatment Routine and Save Money. While most chemicals marketed in the industry address
 either food safety or food waste, our multi-purpose solutions are intended to provide a solution for both problems, while simplifying
 crop treatment and achieving cost saving. Our solutions are capable of cleaning and controlling pathogens that would otherwise render
 fresh produce unsafe for human consumption. Our proprietary blend of food acids combined with well-known sanitizers are very efficient
 against foodborne pathogens like E. coli, Salmonella and Listeria as well as plant pathogens in short contact time (99.999% reduction
 within 30 seconds of contact). In addition, with multipurpose products, there is no need to order, ship or dispose of bottles of
 product, resulting in less energy consumed, less CO 2, less fuel, and less waste. We believe our focus on natural product
 chemistries will allow us to continually drive lower costs, higher product gross margins and efficacy through longer shelf life and
 reduction of food waste.

 Strong
 Intellectual Property Portfolio. We believe that we have built a strong intellectual property position throughout the food
 chain (from field to fork) as our patents claim compositions and methods that can be used to protect food and agricultural products
 from decay. We rely on a combination of important intellectual property assets, to protect our innovation. Our employees, consultants,
 customers, and vendors are subject to confidentiality agreements that protect our proprietary manufacturing processes. Our patent
 portfolio includes granted patents in the United States, Europe, and Israel, as well as several priority applications, across several
 patent families, including composition-of-matter claims, methods of use claims, including for treating edible matter, for improving
 the appearance of edible plant matter, and sterilization methods, as well as for articles for implementing these methods. These patents
 directly protect a proprietary method for extending life shelf and reducing edible matter from microbial decay.

 Commercially
 Available Products and Seamless Implementation. One of the oxidizers being used with our products is PAA, a well-known and
 widely used sanitizer. Following the enforcement of the FSMA in connection with the use of sanitizers, more and more packers have
 been choosing this healthy and eco-friendly sanitizer over chlorine, and this choice facilitates implementation of our products.
 In addition, the application of our products does not require special equipment as they are used in combination with or replace existing
 products applied on the packing line or in the mix tank in the field. This allows a relatively cheap, seamless and fast implementation.

 Significant
 Reduction of Hazardous Chemicals Food Residue. All the ingredients in our blend of food acids are recognized by the
 FDA as GRAS when used as intended in fruit and vegetable wash applications, while oxidizers we use such as hydrogen peroxide rapidly
 decompose into water and oxygen. The absence of toxicological residues not only improves food quality but also promotes occupational
 safety for the employees of packing houses, contributing to a friendlier and safer working environment.

 Our
Strategy

 In
September 2018, we changed our organizational structure and management team. After reviewing the then existing strategy and results of
operation, as well as examining the 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 in developing its next generation products. During
2019 and 2020, we developed, validated and tested the efficacy of our next generation product - a blend of food acids - on a variety
of crops in small- and large- scale commercial pilots. During 2021, following the completion of certain successful pilots conducted in
2020, we shifted our strategic focus to marketing, sales and overall commercialization of its products.

 Over
the course of the last few years, we understood that working with global post-harvest service companies is challenging, especially when
considering that our solutions reduce or replace their lucrative products (fungicides) on the packing line. Furthermore, we concluded
that the validation of our solutions by these post-harvest service companies is long and required multiple pilots over several years.
In addition, following the positive results on berries, and taking into account the short shelf life and the lack of existing solutions,
we decided to focus our efforts on developing such solutions since a shorter shelf life may reduce our sale cycle and, accordingly, present
greater market opportunity.

 Therefore,
we have revised our strategy, to commercialize our products directly to leading packing houses and through strategic partnerships with
post-harvest service companies that work with local partners and/or distributors and focus more on produce that is significantly improved
by our solutions while shortening the evaluation period. Our ultimate goal is to eventually gain presence in a variety of businesses
compromising the food industry, including pre-harvest, post-harvest, retail and consumer businesses.

 In
order to achieve our goals, we intend to:

 Develop
 a Strong Marketing Message Around Promoting Safe Food While Avoiding Food Waste. We plan to brand our fresh produce with
 a "chemical residues free" seal of approval and we believe that like-minded fruit packers around the globe will seek
 to differentiate themselves from their competitors by obtaining this seal.

 Expand
 Our Activities to Include Focus on Various Berries. The berry market is virtually untapped and consists of very sensitive
 produce with limited shelf-life that stand to benefit from our solutions. Berries can be harvested several times throughout the course
 of the year and are considered to be a high value crop.

 Acquire
 or License Complementary Products and Technologies. We actively search for products and technologies that can enhance our
 portfolio and grow our business to address all the post-harvest treatments such as fruit coating products or technologies.

 Expand
 to Additional Produce and Geographies. Our plan is to focus first on key countries and regions with the largest markets for
 our crops, including Mexico, Israel, Ethiopia, Ghana, key markets in the United States such as California, Peru and Brazil. In the
 future, we are also planning to increase the variety of crops that can be treated with our products, to include produce such as apples,
 tomatoes, pomegranate, eggplant, broccoli, and papayas.

 Focus
 on Exportation to Europe. We plan to increase our focus on exports to Europe, from countries such as Peru and Brazil, as
 European Union regulations permit a limited use of fungicides. When taking into account these regulations, which are becoming increasingly
 difficult, and the long transportation time, there is a significant increase in the risk of produce decay.

 Leverage
 Our Products Through Collaborations. Our focus and expertise in the development of green products for the agri-tech industry
 and in post-harvest treatments allow us to be a partner of choice for other businesses looking for development partners and for larger
 companies wanting to leverage their product such as PAA into new combination products. For example, companies selling or owning fungicides,
 the MRL of which is being reduced, and that are working in synergy with our products are good partners. This type of collaboration
 could allow them to continue selling their product.

and Marketing

 Although
since 2022, we ran over fifty successful pilots with potential commercial partners, we discovered that the sale cycle is significantly
longer than we had anticipated and noted it would take, on average, at least two seasons for our new solutions to be fully implemented.

 Therefore,
during 2024, we optimized our marketing and sales strategy. We now concentrate our efforts first on high value crops, such as avocado,
mango, citrus, pears, various berries, dates and bell peppers, while targeting larger producing countries in both the northern and southern
hemispheres to overcome the seasonal effect. In the last 12 months, we conducted pilots in South and Central America, the United States,
and Israel. In addition, to shorten the length of our pilots, we now aim to target fresh produce with a comparatively shorter shelf
life, including various berries. Over the next 12 months, we intend to focus mainly on following up with the pilots performed during
the last 18 months in Peru, Brazil, the United States and Israel and convert them into full commercial applications. To facilitate our
market penetration, we are collaborating with local agents and experts in various jurisdictions, each of which has connections with packers
and retailers on the ground, which helps us bridge the language and cultural gaps.

 Over
the course of 2022, we ran pilots with large packing houses in Israel on pears, berries, pomegranate and tomatoes. Following several
successful pilots on pears, a leading Israeli pear packing company started mid-2023 to use our solution as their commercial applications
for two pear varieties. Following the successful season, the packing house is considering applying Save Foods'
solution to all their pears.

 United
States

 The
first market we targeted for the sale and distribution of SavePROTECT is the post-harvest citrus industry in the State of California, which
according to the 2022 USDA report on citrus fruit accounts for 62% of total United States citrus production.

 Over
the last three years, we have treated more than 200,000 tons of citrus fruit with different versions of our SavePROTECT product. Under
the supervision of a world leading packing house in the citrus fruit industry, we evidenced our solutions' utility as having a
good safety profile, ensuring food safety and controlling microbial spoilage. We plan to leverage this collaboration in order to further
penetrate the citrus based fruit packing industry, both in California and beyond.

 The
post-harvest treatment market for fruits and vegetables, which, according to a post-harvest treatment market analysis by Grand view Research,
is projected to grow from $2.03 billion in 2024 to $3.09 billion by 2030, growing at a CAGR of 7.3% during the forecast period, is led
globally by select companies, including DECCO U.S. Post-Harvest, Inc., (United States), Bayer AG (Germany) Syngenta Crop Protection AG
(Switzerland), Xeda International (France), John Bean Technologies (United States) and Agrofresh (United States).

 Brazil

 Brazil
ranks third globally in fruit production and exported more than one million tons of fruit during 2023 according to Brazilian Farmers, an employer's organization affiliated
with the Brazilian Confederation of Agriculture and Livestock (CNA). According to an article
published on Fresh Plaza, a global trade media platform, in 2021, the European Union and the United Kingdom accounted for more than
60% of Brazil's fruit export destinations. The main fruits exported from Brazil to Europe and the UK during 2023 included
table grapes, limes, avocados, litchis, bananas, melons, and papayas. These fruits represent a significant portion of Brazil's
fruit exports, with about 75% of exported fruit from Brazil exported to the European and UK markets.

 In
2022, we began to evaluate the opportunity of the Brazilian market and the regulatory landscape in collaboration with Endeavour Biologicos,
a Brazilian agri-biotech company focused on biological crop protection, and Oxytrade Com rcio, a Brazilian trading company with
expertise in import/export. By the end of the second quarter of 2023, we received approval from Endeavour Biologicos for the distribution
of our products. We have entered into a distribution agreement with Oxytrade,
which is responsible for managing distribution and facilitating connections between SaveFoods and potential clients in Brazil. Following
a series of successful trials on lime, we are now advancing to a semi-commercial pilot to determine the optimal dosing for SaveFoods'
commercial treatment. Additionally, we are preparing a trial on mango to generate results for local packers.

 Peru

 According
to statistics from Peru's Ministry of Agricultural Development and Irrigation, Peruvian agricultural exports reached a record of
$7.56 billion in 2022. In 2022, Peru's blueberry exports reached a record $1.36 billion, Peru's avocado exports reached $895
million and Peru's grape exports reaching a record high of $1.46 billion, followed by citrus and mango.

 We
have conducted pilots since 2022 in Peru, mainly on avocado, berries, mandarins, and snow peas with a large multinational packers. Following
these successful pilots, during 2024, such packer started using our solution commercially on a small-scale on avocados with the goal
of advancing to full commercial application for 2025.

 Intellectual
Property

 We
rely on patents and trade secret protection laws to protect our proprietary products and intellectual property. We entered into confidentiality
agreements with our employees, consultants, customers, service providers and vendors that include our technology and proprietary manufacturing
processes.

 As
of M arch 31, 2025, Save Foods Ltd. owned thirteen issued patents. These patents were granted in Israel, the United States, South Africa,
and Europe and expire between 2031 and 2041. In addition, ten patent applications are pending.

 Compositions
and Methods of Treating Edible Matter and Substrates Therefor

 This
patent family includes patents in the United States, Israel, and an allowed application in Europe and relate to a method for protecting
edible matter from decay by applying to the edible matter a disinfecting composition containing, among other things, (1) phosphonic or
phosphoric acid, (2) a carboxylic acid, (3) performic acid, (4) a performic acid source (such as formic acid) and an oxidizer (such as
hydrogen peroxide).

 Type

 SVF-P-001-DE

 Germany

 DE 602011071750.2

 SVF-P-001-ES

 Spain

 11825901.9

 SVF-P-001-FR

 France

 11825901.9

 SVF-P-001-GB

 Britain

 11825901.9

 SVF-P-001-IL

 225247

 SVF-P-001-IL1

 254909

 SVF-P-001-US1

 10,212,956

 SVF-P-001-US2

 11,632,971

 SVF-P-001-US3

 18/082,810

 A claim was filed by ECOLAB against the registration of our Patent No.
11825901.9 (Public number EP2615932B1), the Opposition to European Patent has been concluded in the Company's favor in December 2024.
Accordingly, European Patent No. 11825901.9 is maintained with claims covering a method of protecting edible matter using a specific performic
acid composition.

 Methods
for Improving the Appearance of Edible Plant Matter

 This
patent family includes a patent in Israel and relates to a method of improving the appearance of edible plant matter either during the
pre-harvest or post-harvest stage. The method includes applying a composition based on phosphonic acid to the edible plant matter.

 Type

 SVF-P-002-IL

 229724

 May 30, 2011

 Method
and Apparatus for Maintaining Fresh Produce in a Transportation Container

 This
patent family includes patents in Israel and the United States and relate to a method for maintaining fresh produce stored in a transportation
container. The apparatus is configured to generate an aerosol of one or more liquid pesticides, thereby reducing pathogenic contamination
within the transportation container. This patent family covers any liquid pesticide for use in the above-mentioned apparatus.

 Type

 SVF-P-003-IL

 227328

 June 23, 2013

 SVF-P-003-US

 9,487,350

 June 23, 2013

 Sterilization
Compositions and Methods for Use Thereof

 This
patent is related to kits and methods for controlling pathogen load within or on the surface of an edible plant matter.

 Type

 SVF-P-006-EP

 Europe

 21763868.3

 SVF-P-006-MX

 Mexico

 MX/a/2022/010828

 SVF-P-006-PE

 Peru

 001876-2022/DIN

 SVF-P-006-US

 17/908,624

 SVF-P-006-ZA

 South Africa

 2022/09840

 Combined
Fungicidal Preparations and Methods for Use Thereof

 This
patent is related to compositions and to methods for reducing pathogen load on a substrate.

 Type

 SVF-P-007-EP

 Europe

 21829736.4

 June 23, 2020

 SVF-P-007-CA

 Canada

 3,184,215

 June 23, 2020

 SVF-P-007-US

 18/012,486

 June 23, 2020

 We
cannot ensure that any patent will be granted with respect to any of our pending patent applications or with respect to any patent applications
filed by us in the future. There is also a significant risk that any issued patents will have substantially narrower claims than those
that are currently sought.

 Competition

 Given
that the market for the use of green and "residue free" solutions is evolving, we are continually facing growing competition.
The market for post-harvest solutions is fragmented and includes various regional suppliers. The market for post-harvest treatments for
fruits and vegetables is dominated by five large players with wide reach across the globe. We believe that a market edge will be given
to a company that can solidify its reputation, product quality, customer service and customer intimacy, product innovation, technical
service and value creation. Based on these variables, we believe that we compete favorably when compared with the global competition
in this market.

 Currently,
our main competitors are companies providing PAA, chlorine and other sanitization solutions, such as ozone, as well as technology companies
developing new biorational fungicides.

 We
also compete with heavily diversified multi-national chemical conglomerates, which produce various biocide formulations designed to kill
or deactivate pathogenic micro-organisms. Of these, two companies are the most significant:

 Evonik
 Active Oxygens, LLC: A subsidiary of Evonik Industries, AG (Germany). It is a significant worldwide producer of hydrogen peroxide,
 persulfates and PAA. These products are part of the "Smart Materials" division of Evonik which generated 4.46 billion
 Euro in sales in 2023; and

 Solvay
 S.A. (Belgium): Similar to Evonik Industries, Solvay is a heavily diversified multinational chemical conglomerate. During the
 fiscal year 2024, Solvay had approximately 4.686 billion Euro in net sales, spread across the breadth of their product lines. Most
 relevant to us is their blends of PAA and hydrogen peroxide, sold in two primary formulations - OXYSTRONG for water treatment and
 PROXITANE for the food industry.

 In
addition, we have several indirect competitors, which are companies with whom we seek to form strategic partnerships - large companies
specializing in post-harvest solutions for the agricultural industry. This has been more difficult than initially anticipated due to
our solutions reducing these companies' revenues from certain fungicides used on produce. Such companies include:

 Decco
 US Post-Harvest: Decco is a subsidiary of Decco Worldwide, which itself is a division of United Phosphorous Ltd. Decco provides
 a variety of solutions, both mechanical and chemical, for the post-harvest industry. They produce conventional fungicides (imazalil,
 thiabendizole, etc.), as well as produce coatings; and

 Pace
 International: Pace International is a subsidiary of the Sumitomo Chemical Company. Similar to Decco, it provides a variety of
 solutions - primarily in the realm of conventional fungicides and carnauba wax coatings for fruit.

 We
also consider Citrosol, Xeda International, JBT and Agrofresh as our indirect competitors (and current or potential collaborators).

 We
believe that the organic market offers a huge trade and income potential for producers, processors and trading companies globally and
that the rising demand of various organic products has driven the demand of organic post-harvest treatments. Green and organic technologies
are increasingly being developed in a global market and several conventional post-harvest product and equipment suppliers, such as Citrosol,
Fomesa, Decco and JBT, have taken the opportunity and are starting to develop natural products.

 Government
Regulation and Product Approval

 Our
products are subject to national, state and local government regulations. Based on the product claims and classification, different regulatory
and registration requirements may apply at the state, provincial or federal level.

 Regulation
of Our Processing Aid - SavePROTECT or PeroStar

 In
the United States, our SavePROTECT product does not make any pesticidal claims and is not intended for use as a pesticide and, therefore,
is not subject to the registration requirements of FIFRA. However, since the product is used on raw agricultural commodities in food
processing facilities, the product is subject to regulation under the FFDCA. We believe that the product is in compliance with the FFDCA
since every ingredient in the product can be considered GRAS when used as intended and the product does not have pesticidal activity
per se.

 Although
SavePROTECT is not a pesticide under FIFRA, it is still required to be registered in California because the California statute requires
the registration of both pesticide and adjuvant products.

 On
July 31, 2020, we submitted an "Application for Registration of Adjuvant" for SavePROTECT to the California Department of
Pesticide Regulation (the "CDPR"). The dossier submitted included the following studies: (i) acute oral toxicity and acute
dermal toxicity studies, (ii) physico-chemical property testing (determination of color, physical state, odor, density, pH, viscosity
and oxidation/reduction chemical incompatibility), (iii) validation of the high-performance liquid chromatography method assay, (iv)
stability test, and (iv) efficacy data.

 Based
on the intended use and claims for SavePROTECT, our product was registered with CDPR on October 27, 2021 as an adjuvant.

 In
addition, based on the opinion of our U.S. regulatory experts, all SavePROTECT ingredients are GRAS when used as intended and the product
does not have pesticidal activity.

 In
December 2021, we submitted an application for certification for our SavePROTECT to the Organic Materials Review Institute ("OMRI"),
an international nonprofit organization that determines which input products are allowed for use in organic production and processing.
OMRI Listed products are allowed for use in certified organic operations under the United States Department of Agriculture ("USDA")
National Organic Program. OMRI reviews input products to verify that they meet the organic standards for use on organic farms or in organic
processing. OMRI is recognized by the USDA National Organic Program as a reputable third-party input reviewer in Interim Instruction
3012 of the USDA's NOP Handbook. In addition, OMRI is accredited under the International Organization for Standardization ISO 17065
by the USDA Quality Assessment Division.

 In
June 2022, our SavePROTECT Organic was listed by OMRI allowing us to address the certified organic industry as well.

 In
Europe, processing aids are defined as substances that are added to exert a technological function during food processing and which may
end up in the finished product. According to Regulation (EC) No. 1333/2008, processing aids means any substance which (i) is not consumed
as food by itself; (ii) is intentionally used in the processing of raw materials, foods or their ingredients, to fulfil a certain technological
purpose during treatment or processing; and (iii) may result in the unintentional but technically unavoidable presence in the final product
as residues of the substance or its derivatives, provided they do not present any health risk and do not have any technological effect
on the final product.

 Processing
aids are differentiated from food additives, which are substances that are added to food with the intention to exert a technological
function within the final food product. Therefore, processing aids are not required to follow the EFSA guideline of "Data Requirements
for the Evaluation of Food Additive Applications."

 In
Europe, our PeroStar is not considered a processing aid in the enzymatic preparation category and, therefore, PeroStar is only regulated
at the national level. While there are no harmonized requirements regarding the registration of a processing aids, some data (such as
full composition and some toxicological data) must be disclosed and discussed with the competent authorities before the submission of
a registration request.

 In
Mexico, based on the product composition and the legal status of the substances to be used as food additives, our PeroStar/SavePROTECT
can be marketed and used in Mexico as a food additive (processing aid) and no registration is required.

 In
Israel, the guidelines of the National Food Services, Ministry of Health, define the requirements for cleaning and disinfectant agents
used with food. These guidelines state that such cleaning and disinfectant agents applied to the cleaning equipment which comes into
direct contact with food, must not contain carcinogens. Specifically, List A and List B published by the Inter-ministerial Committee
on Carcinogens, Mutagens and Teratogens of the Ministry of Health identify products and ingredients with carcinogenic, mutagenic and
teratogenic properties. Our regulatory consultant in Israel has confirmed that our PeroStar does not contain carcinogens, mutagens and/or
teratogens, and, therefore, is considered approved in terms of the relevant regulations of the National Food Services, Ministry of Health,
and can be used as an additive to cleaning and disinfectant agents for fresh produce.

 On
January 22, 2022, we received an approval from Peru's Ministry of Agricultural Development and Irrigation to sell our products
in Peru.

 Based
on the intended use and claims for FieldPROTECT, our product for pre-harvest was registered with CDPR on October 23, 2023 as an adjuvant
FieldPROTECT is a product similar to SavePROTECT however it is used for pre-harvest applications.

 On
February 5, 2024, we received the confirmation from our partners in Brazil, that Save Foods products may be commercialized
in Brazil without any further regulatory approvals.

 Registration
of Our SpuDefender and FrehProtect

 We
currently have registrations for our SpuDefender (EPA Reg. No. 86381-1) and our FreshProtect (EPA Reg. No. 86381-2), in the United
States at both the federal level and in the individual states where the products are sold for the use in post-harvest settings. To
allow the utilization of our FreshProtect in pre-harvest settings, we submitted to the EPA an updated product label in January
2023.

 Regulation
of Our Sanitizers - SF3H and SF3HS

 In
the United States, the primary federal laws that regulate the sale and distribution of our sanitizer products are the Federal Insecticide,
Fungicide and Rodenticide Act ("FIFRA") and the Federal Food, Drug and Cosmetic Act ("FFDCA").

 FIFRA
is the federal law that regulates the sale and distribution of pesticides and is administered by the EPA. Products that claim or are
otherwise intended to control microorganisms on inanimate surfaces, in water and on raw agricultural commodities are regulated, under
FIFRA, as pesticides. FIFRA generally requires the pre-market registration of pesticide products. To register a pesticide product, we
are required to provide test data and related information to demonstrate that the product is safe and effective under the conditions
of use, as specified on the product label. The cost and timeframe to achieve EPA product registration depends on the type of product
and the claims made for the product. Registered products are also subject to a number of recordkeeping and reporting obligations which
require constant product oversight by companies.

to FIFRA and Section 408 of the FFDCA, the EPA establishes tolerances for pesticide chemical residues that could remain in or on food,
including raw agricultural commodities. A tolerance is the EPA established maximum residue level of a specific pesticide chemical that
is permitted in or on a human or animal food in the United States. Generally, any pesticide chemical residue must have either a tolerance
or an exemption from the requirement to have a tolerance in order to be permitted in or on human or animal food. The FDA enforces the
tolerances pursuant to its authority under the FFDCA.

 The
FFDCA regulates the sale and distribution of drugs, medical devices, cosmetics and foods (including substances added to and found in
food such as pesticide residues) and is administered by the FDA. Under the FFDCA, the FDA does not register or approve products that
are used on food commodities and certain food-contact surfaces, such as food packaging. However, all substances that are used on food
or food-contact surfaces need to be subject to an FDA regulation or permitted through other clearance mechanisms, such as a Food-Contact
Notification, Threshold of Regulation opinion, by Prior Sanction or be "Generally Recognized as Safe" or "GRAS".
If all the substances or ingredients in a particular product are cleared for use on food or food-contact surfaces or are GRAS then a
company can market a product without obtaining any additional clearances. GRAS substances do not require pre-market approval or clearance
by the FDA although the FDA does have a notification process for GRAS substances.

 At
the federal level, antimicrobial agents are subject to regulation by the FDA and/or EPA, either singly or jointly, depending upon the
intended use of the product. Antimicrobial products applied to processed food are solely regulated by the FDA per longstanding FDA and
EPA policy outlined in an EPA Notice titled "Legal and Policy Interpretation of the Jurisdiction Under the Federal Food, Drug,
and Cosmetic Act of the Food and Drug Administration and the Environmental Protection Agency Over the Use of Certain Antimicrobial Substances"
(63 Fed. Reg. 54,532 at 54,536 & 54,541 (Oct. 9, 1998)) and EPA's Pesticide Registration Manual, Chapter 18. Antimicrobial
products applied to raw agricultural commodities (e.g. fruits and vegetables) are jointly regulated by the EPA and the FDA if their application
takes place in a food-processing facility. If the antimicrobial product is applied to a raw agricultural commodity in a treatment facility
that solely washes and packs food commodities, and the treatment does not change the status of the food as a raw agricultural commodity,
then the EPA has sole federal regulatory jurisdiction.

 Since
our sanitizers will be and are intended to be used solely to treat raw agricultural commodities in post-harvest washing and packing facilities,
at the federal level they are regulated solely by the EPA (as opposed to FDA): product registration is required under FIFRA and any food
residues are regulated under the FFDCA. To complete the registration process, we will be required to submit a number of studies in the
form of a registration application or dossier, which has not yet been submitted to EPA. These studies will specifically include: (i)
safety studies - six acute toxicity studies (already finalized), (ii) physio-chemical properties testing (already finalized), (iii) one-year
storage stability and corrosion (ongoing), and (iv) an efficacy study to demonstrate that the product is an effective sanitizer (studies
conducted under non-good laboratory practices already performed and they show the product meets EPA performance standards). We have already
identified and engaged with a third-party company in the United States to perform our good laboratory practices efficacy studies.

 In
addition, every state has its own laws that regulate pesticides and these laws require registration of pesticide products at the state
level. Accordingly, products must also be registered in the states in which they are distributed prior to any sale.

 NTWO
OFF Ltd.

 Background

 Nitrous
oxide (dinitrogen oxide or dinitrogen monoxide), commonly known as laughing gas, is a chemical compound, an oxide of nitrogen with the
formula N O.

 N O
emissions from all sources, including agriculture, are measured in the atmosphere. Based on an article by Jones et al. published on Our
World in Data, in November 2023, N O is a contributor to climate change and it reached historical atmospheric emissions of 2.97
billion tons in 2021, compared to 1.77 billion tons in 1970.

 N O
is 265 times more harmful to the climate than carbon dioxide (CO 2) and therefore presents significant global warming consequences
as a greenhouse gas. On the one hand, on a per-molecule basis, considered over a 100-year period, nitrous oxide has 265 times the atmospheric
heat-trapping ability of carbon dioxide (CO 2). However, because of its low concentration (less than 1/1,000 of that of CO 2),
its contribution to the greenhouse effect is less than one third that of CO 2, and less than water vapor and methane. On the
other hand, since about 40% of the N O entering the atmosphere is the result of human activity, controlling N O is pivotal
to the global efforts towards curbing greenhouse gas emissions.

 The
vast majority of man-made N O emissions are believed to come from agricultural soil management. According to the International
Climate Initiative- more plants will be equipped with climate change mitigation technology.

 Environmental
and anthropic factors affecting N O emission from agricultural soils are soil pH levels, application of crop residues, soil micro-organisms,
and other soil characteristics.

 Currently,
there are different approaches to reducing N O. To our knowledge, the most common solutions to mitigate emissions are based on
practices of irrigation, crop residue practices, and fertilizer adjustments. Additionally, there are other recommended approaches by
various agricultural organizations.

 A
journal article published in 2022 on PubMed, by the authors Mr. Muhammad Umair Hassan et al., concluded that a limited number of the
existing studies consider the interactions between eco-system state factors and management practices. They added that to successfully
reduce N O emissions in crop production systems, there needs to be cross scale studies to reduce the carbon footprint and maximize
monetary paybacks of cultivation efforts.

 Our
Strategy and Study Results

 In
December 2023 our majority-owned subsidiary, NTWO OFF, a research and development company
using technologies developed at the Volcani Institute, under the leadership of Dr. Dror Minz, commenced a controlled trial to examine
its solution for the reduction of greenhouse gas emissions, with a specific focus on nitrous oxide.

 The
controlled trial is taking place under greenhouse conditions and aims to investigate several options to optimize the effectiveness of
NTWO OFF's solution in reducing the greenhouse gas N 2 O emissions during wheat growth using N O reduction bacteria.

 We
examined the possibility of mitigating N 2 O emissions by inoculating wheat roots with native root-associated N 2 O-reducing
bacteria. Dynamics of bacterial colonization of the roots from inoculated soil was monitored by real-time polymerase chain reaction.
N 2 O emissions were measured under both anoxic (nitrogen-flushed) and ambient atmosphere, to mimic a broad spectrum of soil
conditions. We believe this approach to mitigate N 2 O emission from agricultural soils may provide an additional environmental
tool in the efforts to reduce these environmentally harmful emissions.

 In
the trial we successfully isolated certain bacteria from the wheat roots and studied their generic potential and activity in different
simulated environments to test capability of N O reduction in vitro. Three of these isolates- all carrying the N O reductase-encoding
clade I nosZ, demonstrated different abilities to reduce N O and efficient colonizers of wheat roots- when growing in the root
zone, possibly due to the different conditions in situ and their metabolic preferences.

 Study
results demonstrated that usage of such novel bacteria reduces emission of N O as seen in chart below.

 Source:
Dr. Mintz, Volcani Institute

 Our
aim is to establish relationships with commercial entities that could benefit from NTWO OFF's potential solution, in hopes of effectively
reducing N O greenhouse gas emissions associated with agricultural activities.

 As
part of this effort, we are exploring the commercial feasibility of the technology, including identifying potential companies
for future adoption. The implementation of the technology is expected in the long term, both in terms of application and measurement
capabilities, and the Company is currently assessing its business potential.

Renewable Energy Ltd. and Related Projects

 Solterra,
a wholly-owned subsidiary of Solterra Energy, engages in
the development of renewable energy projects through its local subsidiaries in the solar energy sector and presents certain
investment opportunities in solar PV projects. The business strategy primarily involves selling renewable energy projects to third
parties at various stages of development. These activities encompass the development of renewable energy projects from the initial
stage of land identification and project advancement through construction, operation, or sale to a third party. Currently,
operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries with 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. To date, such investment opportunities have included projects in Melz, Germany. On February 24,
2025, we participated in a joint venture to finance two battery storage projects in Sicily, Italy.

 The
renewable energy sector is well-developed in Poland, Italy, and Germany, where the Operating Entity (as defined below) operates. Numerous
entities are involved in renewable energy projects leading to intense competition, featuring both large global and local companies, as
well as smaller local firms specializing in specific regions. As of March 31, 2025, Solterra's market share in the renewable energy
sector in these countries is not significant.

 The
following describes work processes involved in the development, construction, and operation of renewable solar energy
projects:

 Project
Development

 Land
 identification and engagement with landowners: To identify suitable land for a project,
 a local team assesses various parameters such as location relative to a potential grid connection
 point, land slope and suitability for future installation of renewable energy generation
 facilities, site accessibility, various constraints such as soil type, flooding potential,
 archaeological considerations, environmental considerations, etc. Engagement with landowners
 typically occurs in the initial project stage through a binding agreement for obtaining rights
 (purchase, lease, or rental), which allows the specific entity operating per the country or region (the "Operating Entity") to sign a final agreement
 at a later stage when there is greater certainty regarding the feasibility and profitability
 of the project. All entities

 Land
 assessment and project evaluation:

 Planning
 constraints: Each country or region has planning constraints that may affect the likelihood
 of obtaining a building permit in the final stage of the process. The Operating Entity maps and reviews the various planning constraints based on available planning information and assess
 their potential impact on the construction of facilities on the designated land. Such planning
 constraints may exist, for example, in cases of proximity to infrastructure or roads, proximity
 to water sources or streams, specific guidelines for the types of facilities that can be
 built on the land, fire history, archaeological constraints, earthquake potential, regional
 drainage plans, etc.

 Optimal
 facility design for the land: Based on the topography and limitations of the area, a
 preliminary facility is designed to assess the construction potential under the constraints
 and limitations, and the optimal technology for the area is selected (fixed facility, tracking
 facility (tracker), storage solution, etc.).

 Assessment
 of a potential connection solution: The Operating Entity assess the status of the electricity
 grid in the area and the options for connecting the facility to the grid according to the
 needs and available supply in the area, including discussions with the local grid operator.
 This assessment is carried out by local group employees or local consultants. Such an assessment
 is intended to help, among other things, evaluate connection solutions, connection costs,
 timelines, etc.

 Output
 assessment: The Operating Entity performs an output assessment of the project based on
 various data and simulations. This assessment is carried out by the Operating Entity's local
 team and with the help of dedicated consulting firms as needed.

 Business
plan preparation: For each project, the Operating Entity prepares a business plan based on collected information, assessments, and
forecasts (including regarding output, electricity prices and sales, land costs and operating costs, taxes, financing, etc.). The Operating
Entity maintains a basic business model adapted to each country according to the different regulations and tax laws. A business plan
for each project is updated and maintained by the Operating Entity's local team.

 Risk
assessment: If business, technological, or legal risks are identified in the process, an assessment of the risk level and their implications
for the business plan and the project is carried out. The risks are documented by the local team and discussed with the Operating Entity's
management.

 Decision-making
regarding project advancement: After completing the project examination and evaluation process, Operating Entity's management
decides whether to continue developing the project or abandon it. The decision is made based on forward-looking information presented
to Operating Entity's management, including professional assessments, estimates, and forecasts.

 Establishment
 of a project company: If it is decided to proceed with project development, the
 rights related to the project are transferred to a dedicated project company (SPV).

 Development
services agreement: The Operating Entity negotiates an agreement for development services if development
is planned to be outsourced to external contractors. The agreement will be signed with a local subsidiary of the company in the relevant
country of operation.

 Grid
Connection Solution: An application to obtain a grid connection solution in the relevant country of operation will need to be submitted
to the transmission system operator (TSO) or the distribution system operator (DSO). Sometimes the solution provided differs from the
solution planned in the previous stage, depending on supply and demand or the development status of the transmission grid. A grid connection
solution provided for a project reflects the future connection cost as well as development costs or implications for the power line required
from the facility to the connection point. If the costs significantly exceed the planned amount, the decision to proceed with development
may be reassessed.

 Completion
of land rights acquisition: Land rights in exchange for payment of the
agreed consideration, and registration of rights of in land registries are then required.

 Depositing
guarantees: To secure the proposed connection solution, guarantees or other collateral are required. In many cases, there is a right
to a refund of the guarantees or collateral if a project is canceled and the grid connection is released.

 Building
permit: An application for a building permit based on engineering and electrical planning will need to be submitted
to the relevant municipal authority. The process is subject to objections and usually requires participation in planning committee meetings
to present the project and make adjustments as required by the planning committees. After obtaining a building permit, a project is ready
for construction (Ready to Build). Currently, the Company's business strategy focuses on selling projects during the development stages.
Accordingly, the Company expects to sell projects prior to obtaining a building permit.

 Project
financing: The Operating Entity and/or Solterra will engage with financial institutions to provide loans for project construction
financing, and maintain ongoing management of the relationships with lenders, including providing information and periodic reporting
regarding compliance with milestones and financial benchmarks.

 Power
 purchase agreements: Entering into a power purchase agreement, for long-term electricity sales or other alternatives according
 to electricity trading options in the various markets.

 Project
Construction and Grid Connection

 Contracting
 with an engineering, procurement, construction contractor, grid connection agreement,
 and ancillary construction agreements.

 Ordering
 and purchasing equipment.

 Managing
 detailed engineering planning according to building permits.

 Construction
 site management and engineering supervision.

 Management
 and supervision of safety procedures at the construction site.

 Acceptance
 tests and connection to the electricity grid.

 Italy's
Renewable Energy Landscape and Regulatory Processes

 In
June 2024, the Italian government published its updated National Energy and Climate Plan ("NECP"). The Plan reference
scenario aims for a 58% reduction in emissions by 2030 compared to 2005 levels, while the policy scenario targets a 66% reduction,
aligning with the European Union's goal of a 62% reduction compared to 2005. Under this plan, coal-fired power plants will be
shut down in 2025 and replaced by battery storage and gas-fired plants. The total renewable energy capacity is projected to increase
to 131 GW, including 80 GW of solar power, representing a growth of approximately 45 GW compared to the installed capacity at the
end of 2024.

 The
NECP also set a target of 7.5 to 8.5 GW of battery energy storage system (BESS) capacity by 2030, encompassing both residential and
industrial-scale storage. To support this target, Italy has launched a program to encourage investments in industrial-scale storage,
aiming for at least 70 GWh of storage capacity within the next decade. This initiative is expected to require investments exceeding 17
billion.

 Furthermore,
the Italian government plans to hold its first auction for energy storage capacity under the MACSE mechanism in the first half of 2025.
This auction aims to support the installation of storage projects to meet Italy's renewable energy target of 131 GW by 2030. These
auctions will focus on availability tariffs for a 15-year period, with quotas allocated to each region in Italy, emphasizing Southern
Italy, Sicily, and Sardinia.

 Electricity
sales in Italy are currently conducted through several primary channels. Alongside trading on the power exchange, there are auction schemes
where Italy commits to a fixed tariff for 20 years without a commitment to the amount of electricity generated. The payment scheme is
based on the price difference between the market price and the winning bid submitted by the electricity producer. In the photovoltaic
sector, these auctions are open only to projects not located on agricultural land.

 Concurrently,
another option for electricity sales is long-term Power Purchase Agreements ("PPAs"). These agreements typically have a
term of approximately 10 years (compared to auctions with a typical sales period of 20 years). PPAs are particularly relevant for
photovoltaic facilities as they allow construction on relatively inexpensive agricultural land (which is excluded from
auctions).

 Due
to restrictions on non-agricultural land, most projects under development in Italy, including those of the Company, primarily consider
PPAs and/or sales of electricity on the open market at variable prices, rather than participating in auctions.

 Regulation
and Permitting Processes for Renewable Energy Projects in Italy

 The
permits required for constructing renewable energy power plants vary depending on the type of facility. The following is a general overview
of the permitting process required for photovoltaic facilities:

 Securing
 Land Rights: The initial step typically involves securing land rights, usually through
 a long-term lease agreement or a right to purchase the land, contingent upon obtaining a
 building permit for the project. This agreement usually covers a development period of 2-3
 years, followed by a lease agreement for at least 30 years or a land purchase agreement.

 Grid
 Connection Approval: Grid connection must be facilitated through facilities owned and operated by
electricity grid operators. Facilities with a capacity of up to 10 MW submit a connection request through local distributors (DSOs), who
review and provide the terms, timelines, and costs for the connection. The application includes a document outlining preliminary connection
conditions and another with specific and detailed conditions. This document specifies the work required from the producer and the work
required by the distributor. Upon acceptance of the terms, an agreement is entered into between the producer and the distributor. Higher-capacity
facilities require a similar process with the national transmission company (TSO), which usually also includes a detailed solution for
connection of the project.

 Advanced
 Permitting Stage: If a project qualifies for exemptions in the planning and environmental
 permitting process (PAS procedure, as explained below), it is considered to be in the advanced
 permitting stage. Otherwise, it is classified as being in the permitting stage.

 Planning
 and Environmental Procedures: The planning and environmental process in Italy is divided
 into three possible tracks:

 AU
 (Autorizzazione Unica) Procedure: This procedure involves submitting planning documents
 to the regional or national committee and a parallel environmental impact assessment to the relevant environmental ministry. After a hearing with all stakeholders and obtaining
 AU approval, an application for a building permit must be submitted to the municipality.
 The AU process typically takes 12 to 24 months on average.

 PAUR
 (Provvedimento Autorizzatorio Unico Regionale) Procedure: This procedure combines the
 planning and environmental aspects and is handled by a single entity – a regional or
 provincial committee (above municipal/local and below regional). Similar to the AU procedure,
 after a hearing with stakeholders and obtaining approval, a building permit application must
 be submitted to the municipality. The PAUR process typically takes 18 to 24 months on average.

 PAS
 (Procedura Abilitativa Semplificata) Procedure: This is a simplified and expedited procedure
 conducted with the local municipality, requiring only the submission of project planning
 documents. If there are no objections within approximately 90 days, approval is granted,
 which also serves as a building permit.

 The
specific track a project follows depends on factors such as project size, location, and various environmental parameters.

 Advanced
 Permitting Stage (Post-PAS or Similar): After completing the relevant procedure (PAS,
 AU, or PAUR), the project is considered to be in the advanced permitting stage, and development
 costs are capitalized as assets under construction in the financial statements.

 Building
 Permit: If the statutory track is AU or PAUR, a building permit application must be submitted
 to the municipality, a process that may take 3 to 6 months.

 Ready
 to Build (RTB): After obtaining the building permit, the project is considered RTB.

 Grid
 Connection Work Commencement Approval: Generally, the planning approval includes all
 necessary permits for commencing work and connection. However, if changes are required regarding
 the grid connection, additional approval is needed to begin connection work.

 Operating
 Permit: Every renewable energy power plant with a capacity exceeding 20 kW is required
 to obtain an operating permit and a unique identification code for the facility.

 In
Italy, Solterra Energy operates through Solterra Brand Services Italy srl, a company registered in
Italy and held equally by Solterra and its partner Brand Energy Ltd. ("Brand"). Brand is a private company wholly owned by
Brand (M.G.) Ltd., (a public company).

 In
Poland and Italy, Solterra Energy operates through Solterra in collaboration with Brand. The collaboration encompasses investment, development,
financing, construction, operation, maintenance, acquisition, improvement, and sale of renewable energy projects, including clean energy,
solar energy, wind energy, and energy storage facilities in the target countries. Each of Solterra and Brand holds a 50% stake in these
projects through local subsidiaries.

 Employees

 As
of March 31, 2025, we (together with our wholly
owned subsidiary, Save Foods Ltd. and NTWO OFF Ltd.) have three full-time employees and two part time employees. Our executive officers, David Palach and Lital
Barda, are responsible for the day-to-day operations of our company.

 item
1a. risk factors

 Summary
Risk Factors

 Our
business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations,
financial condition or business. These risks include, but are not limited to, those listed below.

 We
 have a history of operating losses and expect to incur additional losses in the future.

 We
 may need to raise significant additional capital, which we may be unable to obtain.

 We
 may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current
 business activities and adversely affect our results of operations or future growth.

 We
 may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current
 business activities and adversely affect our results of operations or future growth.

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

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

 Our
 products and technology require additional trials.

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

 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.

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

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

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

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

 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 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.

 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.

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

 Conditions
 in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and
 results of operation.

 Increased
 attention to environmental, social, and governance matters and conservation measures may
 adversely impact our business or that of our manufacturers.

 Our
 relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business
 and results of operations.

 We
 are subject to risks relating to portfolio concentration.

 Our
 operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

 International
 expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with
 doing business outside of the United States or Israel.

 Our
 business depends to some extent on international transactions.

 If
 we are unable to secure and maintain patent or other intellectual property protection for the intellectual property used in our products,
 our ability to compete will be harmed.

 If
 we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to
 compete will be harmed.

 We
 could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management's
 attention, require us to pay damages and force us to discontinue selling our products.

 We
 may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.

 We
 may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected
 costs or prevent us from selling our products or services.

 If
 we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions,
 which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation
 in our industry.

 Regulatory
 reforms may adversely affect our ability to sell our products profitably.

 Our
 investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments.

 Climate-related
risks may adversely affect Solterra's business and our joint venture value.

 Regulatory
 and Compliance Changes May Adversely Impact Solterra's Operations and Our Joint Venture Value.

 Permitting
 and Licensing Delays May Impact Solterra's Project Timelines and Our Joint Venture Value.

 Fluctuations
 in Electricity Tariffs May Impact Solterra's Revenue and Our Joint Venture Value.

 Supply
 Chain and Contractor Disruptions May Delay Solterra's Projects and Affect Our Joint Venture Value.

 Equipment
 Malfunctions and Downtime May Impact Solterra's Operations and Our Joint Venture Value.

 Intense
 Competition in the Renewable Energy Sector May Affect Solterra's Market Share and Our Joint Venture Value.

 Joint
 Venture and Partnership Risks May Affect Solterra's Projects and Our Joint Venture Value.

 Safety
 and Operational Risks May Impact Solterra's Business and Our Joint Venture Value.

 The
 evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs
 or other financial harm to our business and financial condition

 If
 NTWO OFF becomes subject to environmental-related claims, it could incur significant cost and time to comply.

 NTWO
 OFF requires certain permits to operate its nitrous oxide business. If NTWO OFF is unable to obtain or renew such permits it will
 adversely impact our operations.

 NTWO
 OFF is an early-stage company and we can provide no assurance of the successful and timely development of its products

 Conditions
 in Israel, including Israel's conflicts with Hamas and other parties in the region, as well as political and economic instability,
 may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues.

 We
 may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.

 It
 may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.

 If
 we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq
 Capital Market.

 The
 market price of our common stock may be highly volatile.

 Sales
 of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price
 to fall.

 We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to
our stockholders.

 Nevada
 law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby
 depressing the market price of our common stock.

 We
 may be subject to securities litigation, which is expensive and could divert management attention.

 If
 securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if
 they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price
 and trading volume could decline.

 We
 do not anticipate paying any cash dividends in the foreseeable future.

 Disruptions
 to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems,
 may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.

 Failure
 to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

 We
 incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required
 to devote substantial time to new compliance initiatives and reporting requirements.

 We
 face risks related to compliance with corporate governance laws and financial reporting standards.

 The
 ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.

 If
 we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results
 accurately or meet our reporting obligations.

 Risks
Related to Our Financial Condition and Capital Requirements

 We
have a history of operating losses and expect to incur additional losses in the future.

 We
have sustained losses in recent years, which as of December 31, 2024, accumulated to $34,553,000. We are likely to continue to incur
significant net losses for at least the next several years as we continue to pursue our strategy, which is currently focused on converting
pilots into paying customers, following lengthy sale cycles of at least two seasons. Our losses have had, and will continue to have,
an adverse effect on our stockholders' equity and working capital. Any failure to achieve and maintain profitability would continue
to have an adverse effect on our stockholders' equity and working capital and could result in a decline in our share price or cause
us to cease operations. As discussed in Note 1 to the financial statements, as a result of these factors, there is substantial doubt
about our ability to continue as a going concern.

 We
may need to raise significant additional capital, which we may be unable to obtain.

 Our
capital requirements in connection with our research and development activities and transition to commercial operations have been significant.
We will require additional funds to continue running pilots and testing our technologies and products, to obtain intellectual property
protection relating to our technologies, and to market our products. There can be no assurance that financing will be available in amounts
or on terms acceptable to us, if at all. If we are not able to procure adequate additional financing, we may not be able to fully implement
our growth plans and we will be required to cease operations until such additional capital is raised. Any additional financings that
we may require in the future will dilute the percentage ownership interests of our stockholders and may adversely affect our earnings
and net book value per share.

 Risks
Related to Our Business, Industry and Business Operations

 We
may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current business
activities and adversely affect our results of operations or future growth.

 Any
acquisition may involve many risks, including the risks of:

 diverting
 management's attention and other resources from our ongoing business concerns;

 entering
 markets in which we have no prior experience;

 improperly
 evaluating new services, products and markets;

 being
 unable to maintain uniform standards, controls, procedures and policies;

 failing
 to comply with governmental requirements pertaining to acquisitions of local companies or assets by foreign entities;

 being
 unable to integrate new technologies or personnel;

 incurring
 the expenses of any undisclosed or potential liabilities; and

 the
 departure of key management and employees.

 If
we are unable to successfully complete the MitoCareX acquisition, or future acquisitions or to effectively integrate NTWO OFF or future
acquisitions, our ability to grow our business or to operate our business effectively could be reduced, and our business, financial condition
and operating results could suffer. Even if we are successful in completing acquisitions, we cannot assure that we will be able to integrate
the operations of the acquired business without encountering difficulty regarding different business strategies with respect to marketing
and integration of personnel with disparate business backgrounds and corporate cultures. The integration of NTWO OFF, which was incorporated
in August 2023, is still in progress and, we cannot assure that such process will be completed without encountering difficulties. Further,
in certain cases, mergers and acquisitions require special approvals, or are subject to scrutiny by the local authorities, and failing
to comply with such requirements or to receive such approvals, may prevent or limit our ability to complete the acquisitions as well
as expose us to legal proceedings prior or following the consummation of such acquisitions. In some cases, such proceedings, if initiated,
may conclude in a requirement to divest portions of the acquired business.

 We
may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current
business activities and adversely affect our results of operations or future growth.

 We
may face challenges in managing and integrating our PV joint venture with Solterra, as well as any future joint ventures, which could
disrupt our current business activities and adversely affect our results of operations or future growth. Engaging in joint ventures involves
several risks, including:

 Diverting
 management's attention and resources from our ongoing business concerns;

 Entering
 markets in which we have limited or no prior experience;

 Improperly
 evaluating new services, products, and markets;

 Being
 unable to maintain uniform standards, controls, procedures, and policies;

 Failing
 to comply with governmental requirements related to joint ventures;

 Being
 unable to integrate new technologies or personnel effectively;

 Incurring
 expenses from undisclosed or potential liabilities; and

 The
 departure of key management and employees.

 If
we are unable to successfully manage and integrate our joint ventures, our ability to grow our business or operate effectively could
be compromised, potentially impacting our business, financial condition, and operating results. Even if we succeed in forming joint ventures,
we cannot guarantee seamless integration of operations without encountering difficulties related to differing business strategies, marketing
approaches, and integration of personnel with diverse backgrounds and corporate cultures. Additionally, joint ventures may require special
approvals or be subject to scrutiny by local authorities, and failing to comply with such requirements or obtain necessary approvals
could limit our ability to complete joint ventures and expose us to legal proceedings. In some cases, such proceedings may result in
a requirement to divest portions of the joint venture.

 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:

 the
 absence of a lengthy operating history, in connection with implementation of effective logistics for the export of our product globally;

 insufficient
 capital to fully realize our operating plan;

 expected
 continual losses for the foreseeable future;

 operating
 in multiple currencies;

 our
 ability to anticipate and adapt to a developing market(s);

 acceptance of our products by pre- and post-harvest
industry players and consumers;

 limited marketing experience;

 a competitive environment characterized by well-established
and well-capitalized competitors;

 the ability to identify, attract and retain qualified
personnel; and

 operating in an environment
that is highly regulated.

 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:

 the
 results of our large-scale pilots;

 the
 cost, safety, efficacy, and convenience of our new generation products;

 the
 acceptance of our products as a superior solution in the fresh produce industry;

 the
 ability of third parties to enter into relationships with us without violating their existing agreements;

 the
 effectiveness of our selling and marketing efforts;

 the
 strength of marketing and distribution support for, and timing of market introduction of, competing products; and

 publicity
 concerning our products or competing products.

 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 H 2 O 2 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.

 Conditions
in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results
of operation.

 The
recent historically high inflation in the U.S., geopolitical issues, continuous increases in interest rates, unstable global conditions
and changes in exchange rates have led to global economic instability. Although demand for fresh horticultural products is considered
inelastic in developed economies, the fresh produce and citrus industries that we sell to may be affected by material changes in supply,
market prices, exchange rates and general economic conditions. As a result of the high inflation and recession, we are seeing record
high levels of unemployment and consumer spending trends are changing. Delays or reductions in our customers' purchasing or shifts
to lower-cost alternatives that result from tighter economic market conditions would reduce demand for our products and services and
could, consequently, have a material adverse effect on our business, financial condition and results of operations. Moreover, the new
Trump administration has recently imposed tariffs on certain U.S. imports, and indicated that he would impose a 25% tariff against all
goods imported from Canada and Mexico, and a 10% tariff on certain imports from China; China and other countries have responded with
retaliatory tariffs on certain U.S. exports. We cannot predict what effects these tariffs and potential additional tariffs will have
on our business. However, these tariffs and other trade restrictions could increase our operating costs, reduce our gross margins or
otherwise negatively impact our financial results.

 Increased
attention to environmental, social, and governance ("ESG") matters and conservation measures may adversely impact our business
or that of our manufacturers.

 Public
companies are still facing scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy
groups, other market participants, and other stakeholder groups. For example, certain institutional and individual investors have requested
various ESG-related information and disclosures as they increasingly incorporate ESG criteria in making investment and voting decisions.
With this focus, public reporting regarding ESG practices is still broadly expected. The existing scrutiny may result in increased costs,
enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations.
If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator
engagement regarding such matters.

 In
addition, new sustainability rules and regulations may continue to be introduced in various states and other jurisdictions. Such climate
change-related regulations or interpretations of existing laws may result in enhanced disclosure obligations that could negatively affect
us and materially increase our regulatory burden. Increased regulations generally increase the costs to us, and those higher costs may
continue to increase if new laws require additional resources, including spending more time, hiring additional personnel or investing
in new technologies.

 Moreover,
this could result in increased management time and attention to ensure we are compliant with the regulations and expectations. Our failure
to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, access to capital and
employee retention. Such ESG matters may also impact third parties on which we rely, which may augment or cause additional impacts on
our business, financial condition, or results of operations.

 Our
relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and
results of operations.

 Our
business involves complex operations and demands a management team to determine and implement our strategy and workforce that is knowledgeable
and has expertise in many areas necessary for our operations. As a company focused on commercializing our completed pilots into paying
customers in the highly-specialized horticultural post-harvest field, we rely on our ability to attract and retain skilled employees,
consultants and contractors. The departure of highly skilled employees, consultants or contractors or one or more employees who hold
key regional management positions could have an adverse impact on our operations.

 In
addition, to execute our growth plan we must attract and retain highly qualified personnel. Competition for these employees exists; new
members of management must have significant industry expertise when they join us or engage in significant training which, in many cases,
requires significant time before they achieve full productivity. If we fail to attract, train, retain, and motivate our key personnel,
our business and growth prospects could be severely harmed.

 Furthermore,
we are dependent upon managers to oversee our operations. Thus, there can be no assurance that a manager's experience will be sufficient
to successfully achieve our business objectives. All decisions regarding the management of our affairs will be made exclusively by our
officers and directors. In the event these people are ineffective, our business and results of operation would likely be adversely affected.

 We
are subject to risks relating to portfolio concentration.

 Our
business is highly dependent on a small number of products, which are based on our main ingredients. Our core post-harvest business includes
solutions designed to improve the yields of the packing house but mainly ensure food safety and assisting packing houses to meet the
new FSMA requirements. Our ability to market and sell products containing our ingredient to key service providers for treatment in post-harvest
food safety industry in order to utilize their market position is important to our future success.

 Our
operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

 Our
operating results may fluctuate as a result of a number of factors, many of which are outside of our control. As a result, comparing
our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication
of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from
our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause
our stock price to fall. Each of the following factors, among the other risks described herein, may affect our operating results:

 our
 ability to penetrate the packing house industry with our products;

 our
 ability to generate revenue from our products;

 the
 amount and timing, of operating costs and capital expenditures related to the maintenance and expansion of our businesses, and operations;

 our
 focus on long-term goals over short-term results;

 the
 global economic situation; and

 fluctuations
 in weather conditions and its impact on the growing of fruits and vegetables.

 International
expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing
business outside of the United States, Mexico or Israel.

 Other
than our headquarters and other operations which are located in Israel (as further described below), we currently have limited international
operations. Our business strategy incorporates potentially significant international expansion, particularly in anticipation of approval
of our product candidates and we also plan to retain sales representatives and third-party distributors, outside of the United States
and Israel at a later date. Doing business internationally involves a number of risks, including but not limited to:

 multiple,
 conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws,
 regulatory requirements and other governmental approvals, permits, and licenses;

 by us to obtain regulatory approvals for the use of our product candidates in various countries;

 additional
 potentially relevant third-party patent or other intellectual property rights;

 complexities
 and difficulties in obtaining protection and enforcing our intellectual property;

 limits
 in our ability to penetrate international markets;

 financial
 risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises
 on demand and payment for our products and exposure to foreign currency exchange rate fluctuations;

 natural
 disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment
 of trade, and other business restrictions;

 certain
 expenses including, among others, expenses for travel, translation and insurance; and

 regulatory
 and compliance risks that relate to maintaining accurate information and control over sales and activities that may fall within the
 purview of the U.S. Foreign Corrupt Practices Act, as amended (the "FCPA") its books and records, or its anti-bribery
 provisions.

 Tariff
 increases could either negatively impact our costs or require us to increase our prices, which likely would decrease customer demand
 for our products. Retaliatory tariff and trade measures imposed by other countries could affect our ability to export products and
 therefore adversely affect our sales.

 Any
 significant changes in current U.S. trade or other policies that restrict imports or increase import tariffs could have a material
 adverse effect upon our results of operations.

 Any
of these factors could significantly harm our future international expansion and operations and, consequently, our results of operations.

 Our
business depends to some extent on international transactions.

 As
a result of the international nature of our business, we are exposed to risks associated with changes in foreign currency exchange rates.
A majority of our revenues and substantially all of our cost of sales are in U.S. dollars and our management, marketing, sales and research
and development costs are in New Israeli Shekels. We are therefore exposed to foreign currency risk due to fluctuations in exchange rates.
This may result in gains or losses with respect to movements in exchange rates, which may be significant and may also cause fluctuations
in reported financial information that are not necessarily related to our operating results.

 Risks
Related to Intellectual Property

 If
we are unable to secure and maintain patent or other intellectual property protection for our products, our ability to compete may be
harmed.

 Our
commercial success depends, in part, on obtaining and maintaining patent and other intellectual property protection for the proprietary
blend used in our products and our manufacturing process, as well as continuing to develop and secure trade secrets. We might in the
future opt to license intellectual property from other parties. If we, or the other parties from whom we may license intellectual property,
fail to obtain and maintain adequate patent or other intellectual property protection for intellectual property used in our products,
or if any protection is reduced or eliminated, others could use the intellectual property used in our products, resulting in harm to
our competitive business position. In addition, patent and other intellectual property protection may not provide us with a competitive
advantage against competitors that devise ways of making competitive products without infringing any patents that we own or to which
we have rights.

 U.S.
patents and patent applications may be subject to interference proceedings, and U.S. patents may be subject to re-examination proceedings
in the U.S. Patent and Trademark Office. Foreign patents may be subject to opposition or comparable proceedings in the corresponding
foreign patent offices. Any of these proceedings could result in loss of the patent or denial of the patent application, or loss or reduction
in the scope of one or more of the claims of the patent or patent application. Changes in either patent laws or in interpretations of
patent laws may also diminish the value of our intellectual property or narrow the scope of our protection. Interference, re-examination
and opposition proceedings may be costly and time consuming, and we, or the other parties from whom we might potentially license intellectual
property, may be unsuccessful in defending against such proceedings. Thus, any patents that we own or might license may provide limited
or no protection against competitors. In addition, our pending patent applications and those we may file in the future may have claims
narrowed during prosecution or may not result in patents being issued. Even if any of our pending or future applications are issued,
they may not provide us with adequate protection or any competitive advantages. Our ability to develop additional patentable technology
is also uncertain.

 Non-payment
or delay in payment of patent fees or annuities, whether intentional or unintentional, may also result in the loss of patents or patent
rights important to our business. Many countries, including certain countries in Europe, have compulsory licensing laws under which a
patent owner may be compelled to grant licenses to other parties. In addition, many countries limit the enforceability of patents against
other parties, including government agencies or government contractors. In these countries, the patent owner may have limited remedies,
which could materially diminish the value of the patent. In addition, the laws of some foreign countries do not protect intellectual
property rights to the same extent as do the laws of the United States.

 If
we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete
may be harmed.

 Proprietary
trade secrets, copyrights, trademarks, and unprotected know-how are also very important to our business. We rely on a combination of
trade secrets, copyrights, trademarks, confidentiality agreements and other contractual provisions and technical security measures to
protect certain aspects of our technology, especially where we do not believe that patent protection is appropriate or obtainable. We
require our office holders, employees, consultants, and distributors of our products and most third parties to execute confidentiality
agreements in connection with their relationships with us. However, these measures may not be adequate to safeguard our proprietary intellectual
property and conflicts may, nonetheless, arise regarding ownership of inventions. Such conflicts may lead to the loss or impairment of
our intellectual property or to expensive litigation to defend our rights against competitors who may be better funded and have superior
resources. Our office holders, employees, consultants, and other advisors may unintentionally or willfully disclose our confidential
information to competitors. In addition, confidentiality agreements may be unenforceable or may not provide an adequate remedy in the
event of unauthorized disclosure. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive
and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge, methods,
and know-how. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary.
As a result, other parties may be able to use our proprietary technology or information, and our ability to compete in the market may
be harmed.

 We
could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of management's
attention, require us to pay damages and force us to discontinue selling our products.

 Determining
whether a product infringes a patent involves complex legal and factual issues, and the outcome of a patent litigation action is often
uncertain. No assurance can be given that patents containing claims covering our products, parts of our products, technology or methods
do not exist, have not been filed or could not be filed or issued. Furthermore, our competitors or other parties may assert that our
products and the methods we employ in the use of our products are covered by U.S. or foreign patents held by them. In addition, because
patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there
may be applications now pending of which we are unaware, and which may result in issued patents which our current or future products
infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published
patent applications with claims that we infringe. There could also be existing patents that one or more of our products or parts may
infringe and of which we are unaware. As the number of competitors in the post-harvest market grows, and as the number of patents issued
grows, the possibility of patent infringement claims against us increases.

 Infringement
actions and other intellectual property claims and proceedings brought against or by us, whether with or without merit, may cause us
to incur substantial costs and could place a significant strain on our financial resources, divert the attention of management from our
business and harm our reputation. Some of our competitors may be able to sustain the costs of complex patent or intellectual property
litigation more effectively than we can because they have substantially greater resources.

 We
cannot be certain that we will successfully defend against allegations of infringement of patents and intellectual property rights of
others. In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the other party's
patents or other intellectual property were upheld as valid and enforceable and we were found to infringe the other party's patents
or violate the terms of a license to which we are a party, we could be required to pay damages. We could also be prevented from selling
our products unless we could obtain a license to use technology or processes covered by such patents or will be able to redesign the
product to avoid infringement. A license may not be available at all or on commercially reasonable terms or we may not be able to redesign
our products to avoid infringement. Modification of our products or development of new products could require us to conduct clinical
trials and to revise our filings with the applicable regulatory bodies, which would be time-consuming and expensive. In these circumstances,
we may be unable to sell our products at competitive prices or at all, our business and operating results could be harmed.

 We
may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.

 We
may be subject to claims that former employees, collaborators, or other third parties have an ownership interest in our patents or other
intellectual property. Ownership disputes may arise in the future, for example, from conflicting obligations of consultants or others
who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging
inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual
property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material
adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs
and be a distraction to management and other employees.

 We
may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs
or prevent us from selling our products or services.

 We
continually seek to improve our business processes and develop new products and applications in a crowded patent space that we must continually
monitor to avoid infringement. We cannot guarantee that we will not experience claims that our processes and products infringe issued
patents (whether present or future) or other intellectual property rights belonging to others.

 From
time to time, we oppose patent applications that we consider overbroad or otherwise invalid in order to maintain the ability to operate
freely in our various business lines without the risk of being sued for patent infringement. If, however, patents are subsequently issued
on any such applications by other parties, or if patents belonging to others already exist that cover our products, processes or technologies,
we could experience claims for infringement or have to take other remedial or curative actions to continue our manufacturing and sales
activities with respect to one or more products. Likewise, our competitors may also already hold or have applied for patents in the United
States or abroad that, if enforced or issued, could prevail over our patent rights or otherwise limit our ability to manufacture or sell
one or more of our products in the United States or abroad. Any actions asserted against us could require payment of damages for infringement,
enjoining the use of said product, or a requirement that we obtain licenses from these parties or substantially re-engineer our products
or processes in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be
able to re-engineer our products successfully. Further, intellectual property litigation is expensive and time-consuming, regardless
of the merits of any claim, and could divert our management's attention from operating our business.

 Risks
Related to Regulatory Compliance

 If
we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions,
which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation
in our industry.

 If
we or our manufacturers or other third-party contractors fail to comply with applicable federal, state or foreign laws or regulations,
including with respect to food treatment, we could be subject to regulatory actions, which could affect our ability to develop, market
and sell our current products or any future products which we may develop in the future and could harm our reputation and lead to reduced
demand for or non-acceptance of our proposed products by the market.

 Regulatory
reforms may adversely affect our ability to sell our products profitably.

 From
time to time, legislation is drafted and introduced in the United States, Mexico, Israel or other countries in which we operate, that
could significantly change the statutory provisions governing the clearance or approval, manufacture and marketing of our products, including
in the food health industry. In addition, regulations and guidance may often be revised or reinterpreted by the regulatory authorities
in ways that may significantly affect our business and our products. It is impossible to predict whether legislative changes will be
enacted, or interpretations changed, and what the impact of such changes, if any, may be.

 Risks
Related to Our Investment in Solar Energy

 Our
investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments.

 We
have made, and continue to seek to make, investments in the solar energy sector, by and through our collaboration with Solterra, which
we believe furthers our strategic objectives and supports our business initiatives. We have thus far invested in certain PV Projects
in Europe and do not restrict ourselves from pursuing additional investments in the solar energy sector. If any project in which we invest
fails, we could lose all or part of our investment in that project. If we determine that an other-than-temporary decline in the fair
value exists for any such investment, we will have to write down the investment to its fair value and recognize the related write-down
as an investment loss. The performance of any of these investments could result in significant impairment charges and gains (losses)
on other equity investments. We must also analyze accounting and legal issues when making these investments. If we do not structure these
investments properly, we may be subject to certain unfavorable accounting impact, such as potential consolidation of financial results.
Furthermore, if the strategic objectives of an investment have been achieved, or if the investment diverges from our strategic objectives,
we may seek to dispose of the investment. The occurrence of any of these events could harm our results.

 Climate-Related
Risks May Adversely Affect Solterra's Business and Our Joint Venture Value

 Solterra's
renewable energy power generation is subject to climate conditions, which could materially and adversely affect its business and, in
turn, the value of our joint venture. The ability to generate electricity using PV technology and the revenue from electricity sales
are significantly impacted by weather conditions. PV plant output depends on sunlight intensity and other climate parameters, such as
sunshine hours, temperature, atmospheric pressure, and wind patterns. Extensive cloud cover, wind, humidity, temperatures significantly
different from the annual average, and extreme weather changes may reduce electricity generation, impacting revenue and profitability.
Unpredictable natural disasters, such as floods, sandstorms, and earthquakes, may cause shutdowns and damage constructed PV Projects,
affecting their operational lifespan and profitability. Any adverse impact on Solterra's business could negatively affect the value
of our joint venture.

 Regulatory
and Compliance Changes May Adversely Impact Solterra's Operations and Our Joint Venture Value

 The
renewable energy sector is highly regulated. Solterra's PV projects are subject to various laws and regulations in the jurisdictions
where Solterra operates, including those related to permitting, licensing, incentives, tariffs, and electricity pricing. Changes in these
laws and regulations, or Solterra's failure to comply with them, could have a material adverse effect on its business, financial
condition and results of operations, which could in turn negatively affect the value of our joint venture.

 Permitting
and Licensing Delays May Impact Solterra's Project Timelines and Our Joint Venture Value

 The
construction and operation of renewable energy projects require permits, subject to the nature and scope of the activity. Solterra's
PV projects are subject to approvals and permits from regulatory bodies and authorities in its countries of operation. There is no assurance
that all necessary permits and approvals for Solterra's PV projects will be granted, whether conditionally or unconditionally,
or in a timely manner, potentially causing delays in PV project timelines and impacting their feasibility. Delays or failure to obtain
necessary permits could negatively affect Solterra's business and, in turn, the value of our joint venture.

 Fluctuations
in Electricity Tariffs May Impact Solterra's Revenue and Our Joint Venture Value

 Electricity
tariffs significantly impact Solterra's revenue and profitability. Solterra's facilities are designed to connect to electricity
grids in various countries, sometimes at a tariff set by relevant regulations or exposed to fluctuating market electricity prices. A
decrease in tariffs paid for renewable energy generation, especially solar energy, may negatively affect Solterra's revenue and
profitability. Any decline in Solterra's revenue or profitability could negatively affect the value of our joint venture.

 Supply
Chain and Contractor Disruptions May Delay Solterra's Projects and Affect Our Joint Venture Value

 Solterra's
projects rely on the timely delivery of equipment and materials and the performance of contractors and subcontractors. Disruptions to
supply lines, closure or shutdown of airports and/or ports due to security, health, strikes, or other events may lead to disruptions
in the supply chain of various PV Project components, consequently delaying their construction or required maintenance. Furthermore,
termination of agreements with contractors and/or subcontractors, or changes in the costs of their services, could lead to project delays,
increased costs, and failure to meet timelines, potentially impacting the economic feasibility of PV projects. Any of these issues could
negatively affect Solterra's business and, in turn, the value of our joint venture.

 Equipment
Malfunctions and Downtime May Impact Solterra's Operations and Our Joint Venture Value

 Solterra's
future revenue depends, among other things, on the proper functioning of its projects and electricity generation. Malfunctions in Solterra's
facilities and PV projects may result from product use and wear, as well as from terrorism, sabotage, accidents, theft, fires, earthquakes,
extreme climate changes, natural disasters, and other unexpected adversities. These issues, as well as the need for Solterra to provide
services following events requiring equipment repair and/or replacement, may cause delays in project timelines and incur significant
additional costs. Any significant equipment malfunction or project downtime could negatively affect Solterra's business and, in
turn, the value of our joint venture.

 Intense
Competition in the Renewable Energy Sector May Affect Solterra's Market Share and Our Joint Venture Value

 The
renewable energy sector is highly competitive. Solterra faces competition from various companies in the renewable energy sector, some
of which are large and well-established. Increased competition could negatively impact Solterra's market share, business, revenue,
and cash flow. This increased competition could also affect the value of our joint venture.

 Joint
Venture and Partnership Risks May Affect Solterra's Projects and Our Joint Venture Value

engages in joint ventures and other collaborations with partners for certain projects. Disputes or the financial difficulties of a partner
could negatively affect Solterra's PV projects and its financial results, which could in turn negatively affect the value of our
joint venture.

 Safety
and Operational Risks May Impact Solterra's Business and Our Joint Venture Value

 The
activities performed by Solterra through external contractors involve safety risks. Workplace accidents may expose workers and subcontractors'
employees to physical and psychological harm and loss of earning capacity. Although Solterra requires contractors to implement necessary
safety measures, this does not preclude accidents. Insurance policies may not fully cover damages, potentially leading to significant
expenses for Solterra. Any significant safety incidents or operational issues could negatively affect Solterra's business and,
in turn, the value of our joint venture.

 Risks
Related to NTWO OFF

 The
evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or
other financial harm to our business and financial condition.

 Our
business strategy continues to evolve following our acquisition of a majority stake in the newly-formed NTWO OFF a research and development
company using technologies developed at the Agricultural Research Organization – Volcani Institute. Changing our business entails
risks in implementation and operations, and there is no guarantee we will be successful. Furthermore, changing our focus may require
additional capital and we will incur costs associated with changing our business and implementing a new business plan.

 If
NTWO OFF becomes subject to environmental-related claims, it could incur significant cost and time to comply.

 NTWO
OFF's nitrous oxide business activities create a risk pertaining to environmental liabilities and reputational damage. NTWO OFF
is subject to various environmental laws and regulations, pursuant to which it could be liable for the release of regulated substances,
by NTWO OFF or its affiliates. Furthermore, as part of its nitrous oxide business activities, NTWO OFF is at risk of contamination or
injury to its employees, third parties or customers, by storing, transporting, handling and using such materials.

 Should
NTWO OFF become liable for any of the environmental risks described above, it could be liable for damages caused such as injuries, environmental
contamination etc.

 Such
liabilities could exceed NTWO OFF's available cash or any applicable insurance coverage it may have. Furthermore, NTWO OFF is subject
to certain laws and regulations that govern the storage, use, handling and disposal of these substances. The cost of compliance with
these laws and regulations may become significant and could have a material adverse effect on its business, financial condition, or results
of operations.

 Further,
NTWO OFF may incur costs to defend its position even if it is not liable for consequences arising out of environmental damage. NTWO OFF's
insurance policies may not be sufficient to cover the costs of such claims.

 NTWO
OFF requires certain permits to operate its nitrous oxide business. If NTWO OFF is unable to obtain or renew such permits it will adversely
impact our operations.

 NTWO
OFF's nitrous oxide business requires permits to operate. NTWO OFF's inability to obtain new permits or to renew its existing
permits in a timely manner could lead to substantial delays in the business. The issuance and renewal of permits is dependent on the
relevant government bureaus and is beyond NTWO OFF's control and that of its customers. NTWO OFF cannot ensure that it will receive
the permits necessary to operate, which could substantially and adversely affect its operations and financial condition.

 NTWO
OFF is an early-stage company and we can provide no assurance of the successful and timely development of its products.

 NTWO
OFF is currently conducting a controlled trial to examine its solution for the reduction of greenhouse gas emissions, with a specific
focus on nitrous oxide and aim to penetrate the sustainable agriculture market with its innovative solution.

 While
the trial marks a pivotal moment in NTWO OFF's journey, it needs to further evaluate the performance of its solution in microplot
fields featuring various soil types, along with different dosages and formulations. Moreover, NTWO OFF intends to discover and identify
additional microorganisms with the capacity to decrease nitrous oxide emissions. Further development and testing will be required to
determine that its solution is commercially viable. In addition, NTWO OFF will need to complete significant trials demonstrating that
our solutions are safe and effective to the satisfaction of the FDA and other non-U.S. regulatory authorities. Failure can occur at any
stage of the process. NTWO OFF may invest substantial amounts of time and resources without developing a revenue producing solution if
its trials are unsuccessful.

 Due
to the long nature of the solution's commercialization, the unproven technology involved, and other factors as described in this
Annual Report, there can be no assurance that NTWO OFF will be able to successfully develop or commercialize its solutions, which could
have adverse effects on our business, results of operations and finances.

 Risks
Related to Our Operations in Israel

 Conditions
in Israel, including Israel's conflicts with Hamas and other parties in the region, as well as political and economic instability,
may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues.

 We
are incorporated under Israeli law, our Chief Executive Officer, our Chief Financial Officer, and other senior members of our management
team, operate from our headquarters located in Israel. In addition, our officers and directors are residents of Israel. Accordingly,
our business and operations are directly affected by economic, political, geopolitical, and military conditions in Israel.

 Since
the establishment of the State of Israel in 1948 and in recent years, armed conflicts between Israel and its neighboring countries and
terrorist organizations active in the region have involved missile strikes, hostile infiltrations, terrorism against civilian targets
in various parts of Israel, and recently abduction of soldiers and citizens.

the October 7th attacks by Hamas terrorists in Israel's southern border, Israel declared war against Hamas and since then, Israel
has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and
through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following
the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets
and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with
Hamas and Lebanon (with respect to Hezbollah), and some Iranian proxies have declared a halt to their attacks, there is no assurance
that these agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation
remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and
possibly other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region.

 While
our facilities have not been damaged during the current war, the factory of Plantify's subsidiary, Peas of Bean, located in Kibbutz
Gonen in the Golan Heights, and its business operation was severely impacted by the war, which led Peas of Bean into voluntary insolvency
proceedings. This, in turn, caused Plantify to essentially become a company with no business activity. The hostilities with Hamas, Hezbollah,
Iran and its proxies and others have caused and may continue to cause damage to private and public facilities, infrastructure, utilities,
and telecommunication networks, and potentially disrupting our operations and supply chains. In addition, Israeli organizations, government
agencies and companies have been subject to extensive cyber attacks. This could lead to increased costs, risks to employee safety, and
challenges to business continuity, with potential financial losses.

 The
continuation of the war has also led to a deterioration of certain indicators of Israel's economic standing, for instance, a downgrade
in Israel's credit rating by rating agencies (such as by Moody's, S&P Global, and Fitch).

 Our
commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism. Although the Israeli
government currently covers the reinstatement value of certain direct damages that are caused by terrorist attacks or acts of war, we
cannot assure you that such government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses
or damages incurred by us could have a material adverse effect on our business.

 The
global perception of Israel and Israeli companies, influenced by actions by international judicial bodies, may lead to increased sanctions
and other negative measures against Israel, as well as Israeli companies and academic institutions. There is also a growing movement
among countries, activists, and organizations to boycott Israeli goods, services and academic research or restrict business with Israel,
which could affect business operations. If these efforts become widespread, along with any future rulings from international tribunals
against Israel, they could significantly and negatively impact business operations.

 Prior
to the October 2023 war, the Israeli government pursued changes to Israel's judicial system and has recently renewed its efforts
to effect such changes. In response to the foregoing developments, certain individuals, organizations, and institutions, both within
and outside of Israel, voiced concerns that such proposed changes, if adopted, may negatively impact the business environment in Israel.
Such proposed changes may also lead to political instability or civil unrest. If such changes to Israel's judicial system are pursued
by the government and approved by the parliament, this may have an adverse effect on our business, results of operations, and ability
to raise additional funds, if deemed necessary by our management and board of directors.

 We
may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.

 We
have non-competition agreements with all of our employees, all of which are governed by Israeli law. These agreements prohibit our employees
from competing with or working for our competitors, generally during their employment and for up to 12 months after termination of their
employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to enforce
those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has obtained unique
value to the employer specific to that employer's business and not just regarding the professional development of the employee.
If we are not able to enforce non-compete covenants, we may be faced with added competition.

 It
may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.

 All
of our officers and directors reside outside of the United States and most of our operations are located outside the United States. As
a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors
or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors
and officers under federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal
recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect
between the United States and Israel would permit effective enforcement of criminal penalties of the federal securities laws.

 Risks
Related to Ownership of Our Common Stock

 If
we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq Capital
Market.

 On
March 28, 2025, the Company received written notice from The Nasdaq Listing Qualification Department notifying the Company that it was
not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the
Nasdaq Capital Market (the "Minimum Bid Price Requirement"), as the closing bid price of the Company's common stock
had been below $1.00 per share for 30 consecutive business days. The notice indicated that the Company has 180 calendar days, or until
September 25, 2025, to regain compliance with the Minimum Bid Price Requirement.

 If
at any time prior to September 24, 2025, the closing bid price of our common stock is at least $1.00 per share for a minimum of ten consecutive
business days Nasdaq will provide written confirmation of our compliance, If we do not regain compliance within the allotted Nasdaq compliance
periods, including any extensions that may be granted by Nasdaq, our common stock will be subject to delisting. If we are delisted from
the Nasdaq Capital Market, trading in our securities may be conducted, if available, on the OTC Markets or, if available, via another
market. In the event of such delisting, our stockholders would likely find it significantly more difficult to dispose of, or to obtain
accurate quotations as to the value of our securities, and our ability to raise future capital through the sale of our securities could
be materially and adversely affected if our common stock is not traded on a national securities exchange.

 The
market price of our common stock may be highly volatile.

 The
market price of our common stock is likely to be volatile. Our common stock price could be subject to wide fluctuations in response to
a variety of factors, including the following:

 reports
 of adverse events with respect to the commercialization and distribution of our products;

 inability
 to obtain additional funding;

 any
 delay in filing a regulatory submission for any of our products and any adverse development or perceived adverse development with
 respect to the review of that regulatory submission by the EPA, the FDA or other regulatory authority;

 to successfully develop and commercialize our products;

 to enter into strategic collaborations;

 by our company or strategic collaboration partners to prosecute, maintain or enforce our intellectual property rights;

 changes
 in laws or regulations applicable to future products;

 inability
 to scale up our manufacturing capabilities through third-party manufacturers, inability to obtain adequate product supply for our
 products or the inability to do so at acceptable prices;

 introduction
 of new products or technologies by our competitors;

 to meet or exceed financial projections we may provide to the public;

 to meet or exceed the financial expectations of the investment community;

 announcements
 of significant acquisitions, strategic partnerships, joint ventures or capital commitments by our competitors;

 disputes
 or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection
 for our platform technologies, technologies, products or product candidates;

 additions
 or departures of key scientific or management personnel;

 significant
 lawsuits, including patent or stockholder litigation;

 changes
 in the market valuations of similar companies;

 sales
 of our securities by us or our stockholders in the future; and

 trading
 volumes of our securities.

 In
addition, companies trading in the stock market have experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market
price of our common stock, regardless of our actual operating performance.

 Sales
of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to
fall.

 Sales
of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress
the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities.
We are unable to predict the effect that sales may have on the prevailing market price of our common stock.

 We may need additional capital, and the sale
of additional shares or equity or debt securities could result in additional dilution to our stockholders.

 We may require additional cash
resources due to changed business conditions or other future developments, including adverse effects to our business from global inflation
and recession related issues. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity
or debt securities or obtain one or more credit facilities. The sale of additional equity securities could result in additional dilution
to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and
financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable
to us, if at all.

 Nevada
law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby
depressing the market price of our common stock.

 Our
status as a Nevada corporation and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay or prevent a change
in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after
the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to
our existing stockholders. In addition, our articles of incorporation and bylaws contain provisions that may make the acquisition of
our company more difficult, including the following:

 our
 stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent
 for any matter;

 our
 board of directors is classified into three classes of directors with staggered three-year terms;

 a
 special meeting of our stockholders may only be called by a majority of our board of directors;

 advance
 notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting
 of stockholders; and

 certain
 litigation against us can only be brought in Nevada.

 These
provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions
could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us
to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders
to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for
our common stock.

 We
may be subject to securities litigation, which is expensive and could divert management attention.

 In
the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action
litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs
and diversion of management's attention and resources, which could seriously hurt our business. Any adverse determination in litigation
could also subject us to significant liabilities.

 If
securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they
adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading
volume could decline.

 The
trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about
us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that
analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding
our shares, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analysts
who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial
markets, which in turn could cause our stock price or trading volume to decline.

 We
do not anticipate paying any cash dividends in the foreseeable future.

 We
have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you
should not rely on an investment in our common stock as a source for any future dividend income. Our board of directors has complete
discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay cash dividends, the timing,
amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements
and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions
and other factors deemed relevant by our board of directors.

Risk Factors

 Disruptions
to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may
materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.

 We
believe that an appropriate information technology ("IT"), infrastructure is important in order to support our daily operations
and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience significant
system failures, or if we are unable to successfully modify our management information systems or respond to changes in our business
needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations. Additionally, if our
current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover
our information system in the event of a crisis, which may materially and adversely affect our business and results of operations.

 In
the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists,
state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches
at other companies and in government agencies have increased in recent years, and security industry experts and government officials
have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt
to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose
information or unwittingly provide access to systems or data. Since the beginning of the war between Israel and Hamas which began on
October 7, 2023, Israeli and Israeli associated companies have become more frequently the target of cyberattacks. As such, the risk of
a cyberattack against our IT systems may become heightened. We can provide no assurance that our current IT system or any updates or
upgrades thereto and the current or future IT systems of our distributors use or may use in the future, are fully protected against third-party
intrusions, viruses, hacker attacks, information or data theft or other similar threats. Legislative or regulatory action in these areas
is also evolving, and we may be unable to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes.
We have experienced and expect to continue to experience actual or attempted cyber-attacks on our IT networks. Although none of these
actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that
any such incidents will not have such an impact in the future.

 Failure
to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

 We
are subject to the FCPA and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business,
both domestically and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or
commercial parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA and other applicable
anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and bribery committed by our third-party business
partners, representatives and agents. In addition, we leverage third parties to sell our products and conduct our business abroad. We
and our third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees
of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of
these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even
if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal
controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance
with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law,
for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence is
established and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery,
anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations,
imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S.
government contracts, substantial diversion of management's attention, a decline in the market price of our common stock or overall
adverse consequences to our reputation and business, all of which may have an adverse effect on our results of operations and financial
condition.

 We
incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required
to devote substantial time to new compliance initiatives and reporting requirements.

 As
a public company, we incur significant accounting, legal and other expenses as a result of the listing of our common stock on Nasdaq.
These include costs associated with corporate governance requirements of the Securities Exchange Commission, or the SEC, and the Marketplace
Rules of Nasdaq, as well as requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley
Act. These rules and regulations increase our legal and financial compliance costs, introduce costs such as investor relations, stock
exchange listing fees and stockholder reporting, and make some activities more time consuming and costly. Any future changes in the laws
and regulations affecting public companies in the United States, including Section 404 and other provisions of the Sarbanes-Oxley Act,
the rules and regulations adopted by the SEC and the rules of the Nasdaq Stock Market may result in increased costs to our company as
we respond to such changes. These laws, rules and regulations could make it more difficult or more costly for us to obtain certain types
of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or
incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult
for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

 We
face risks related to compliance with corporate governance laws and financial reporting standards.

 The
Sarbanes-Oxley Act of 2002, as well as related rules and regulations implemented by the SEC and the Public Company Accounting Oversight
Board, require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules
and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial
reporting, have materially increased the legal and financial compliance costs of small companies and have made some activities more time-consuming
and more burdensome.

 The
ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.

 In
late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries
in the region and in the west, including the U.S. Russia's invasion, the responses of countries and political bodies to Russia's
actions, the larger overarching tensions, and Ukraine's military response and the potential for wider conflict may increase financial
market volatility and could have severe adverse effects on regional and global economic markets. The foregoing may adversely affect our
customers' ability to sell produce to Russia or other countries in the geographic vicinity.

 As
a result of the invasion of Ukraine, one of our collaborations with a packer in Turkey was halted due to the increased rates and negative
impacts of the war on such local packers. We cannot estimate the damage this may have on our business should the situation further evolve.

Russia's actions, various countries, including the U.S., Canada, the United Kingdom, Germany and France, as well as the European
Union, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business
with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected
Russian banks from the Society for Worldwide Interbank Financial Telecommunications electronic banking network that connects banks globally;
and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. To date the ongoing conflict
has not affected our financial condition, yet the current sanctions (and potential further sanctions in response to continued Russian
military activity) and other actions may have adverse effects on regional and global economic markets, and may result in increased volatility
in the price of our common stock.

 If
we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results
accurately or meet our reporting obligations.

 The
process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404(a) and
whether there are any material weaknesses or significant deficiencies in our existing internal controls requires the investment of substantial
time and resources, including by our Chief Executive Officer, Chief Financial Officer and other members of our senior management and
finance team. This determination and any remedial actions required could divert internal resources and take a significant amount of time
and effort to complete and could result in our company incurring additional costs that we did not anticipate, including the hiring of
outside consultants. We could experience higher than anticipated operating expenses and higher independent auditor fees during and after
the implementation of these changes.

 Irrespective
of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations
and harm our reputation. If we identify future material weaknesses in our internal control of financial reporting, and if we are unable
to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required
to do so earlier than anticipated, it could adversely affect our operations, financial reporting and/or results of operations and could
result in an adverse opinion on internal controls from our management and, once we lose our emerging growth company status, our independent
auditors. Further, if our internal control over financial reporting is not effective, the reliability of our financial statements may
be questioned, and our share price may suffer.

 Item
1b. unresolved staff comments

 None.

 Item
1C. Cybersecurity

 The
Company engages a third-party provider to maintain our systems and management participates in the assessment to identify any risks from
cybersecurity threats. Our third-party provider monitors our firewall, network, system security and internal and external backups and
reports any issues to the Company.

 The
Company's Board, together with management, is engaged in our cybersecurity monitoring managed by our third-party provider and it
is constantly changing. Any issues are appropriately addressed timely.

 To
date, we have not experienced any cybersecurity incidents that materially affected our business strategy, results of operations or financial
condition.

 Item
2. properties

 Our
commercialization and manufacturing operations are currently conducted at Neve Yarak (Israel) where we lease approximately 230 square
meters of space to run our trials. The lease expired on August 31, 2024, and was extended for an additional one-year period, until August
31, 2025. Our current monthly rent payment is NIS 9,000 (approximately $2,400).

 We
lease office space in Miami, Florida. We renewed our lease in December 2023 for one year until December 2024, with an option to renew
it for an additional one-year term. We exercised our option to renew the lease for an additional one-year term
on December 15, 2024. Our current monthly rent payment is $670.

 item
3. legal proceedings

 There
are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner
of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to
the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

 item
4. mine safety disclosures.

 Not
applicable.

 part
II

 item
5. market for registrant's common equity, related stockholder matters and issuer purchases OF EQUITY SECURITIES

 Market
Information

 Our
common stock was traded on the Nasdaq Capital Market under the symbol "SVFD" until March 18, 2024. In connection with our
name change on March 19, 2024, our stock began trading under the symbol "NITO". The last reported sales price of our common
stock on Nasdaq on March 28, 2025, was $0.2517 per share.

 Holders

 As
of March 28, 2025, there were 182 holders of record of our common stock.

 Dividend
Policy

 We
have never paid cash dividends on any of our capital stock, and we currently intend to retain our future earnings, if any, to fund the
development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

 Securities
Authorized for Issuance under Equity Compensation Plans

 We
have two equity compensation plans: the 2018 Equity Incentive Plan and the 2022 Share Incentive Plan. The following table provides information
regarding our equity compensation plans as of December 31, 2024.

 Plan Category

 (a)
 Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

 (b)
 Weighted-average Exercise Price of Outstanding Options, Warrants and Rights

 (c)
 Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

 Equity compensation plans approved by security holders:

 2018 Plan

 19,217

 $
 23.38

 21,296

 2022 Plan

 1,729,642

 -

 10,341,788

 Total equity compensation plans approved by stockholders

 1,748,859

 $
 23.38

 10,363,084

 Equity compensation plans not approved by security holders

 -

 -

 -

 2018
Equity Incentive Plan

 The
2018 Equity Incentive Plan (the "2018 Plan") provides for the grant of incentive stock options to employees of our company,
including officers and directors, and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units,
performance units, performance shares and other stock or cash awards as the board of directors determine, to our employees, directors
and consultants. 21,296 shares of common stock were reserved for issuance under the 2018 Plan.

 2022
Share Incentive Plan

 The
2022 Share Incentive Plan (the "2022 Plan") provides for the grant of incentive stock options and nonqualified stock options,
restricted shares of common stock, restricted stock units and other share-based awards to any employee, director, officer, consultant,
advisor and any other person or entity who provides services to our company or any parent, subsidiary, or affiliate. 10,341,788 shares
of common stock are reserved for issuance under the 2022 Plan.

 The
2022 Plan is currently administered by the board of directors. Subject to the provisions of the 2022 Plan, the board determines subject
to applicable law, awards granted thereunder, designates recipients of awards, determines and amends the terms of awards, including any
vesting schedule applicable to an award. The board also has the authority to amend and rescind rules and regulations relating to the
2022 Plan or terminate the 2022 Plan at any time before the date of expiration of its ten-year term.

 The
2022 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the
Israeli Income Tax Ordinance (New Version), 5721-1961 (the "Ordinance"), and Section 3(i) of the Ordinance and for awards
granted to our United States employees or service providers, including those who are deemed to be residents of the United States for
tax purposes, Section 422 of the Code and Section 409A of the Code. Section 102 of the Ordinance allows employees, directors and officers
who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment for compensation in the
form of shares or options. Our non-employee service providers and controlling stockholders may only be granted options under section
3(i) of the Ordinance, which does not provide for similar tax benefits.

 Awards
granted under the 2022 Plan to U.S. residents may qualify as "incentive stock options" within the meaning of Section 422
of the Code. The exercise price for "incentive stock options" must not be less than the fair market value on the date on
which an option is granted, or 110% of the fair market value if the option holder holds more than 10% of our share capital. Notwithstanding
the foregoing provisions, options may be granted with a per share exercise price of less than 100% of the fair market value per share
on the date of grant pursuant to the issuance or assumption of an option in a transaction to which Section 424(a) of the Code applies
in a manner consistent with said Section 424(a).

 With
regards to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2022 Plan, the
board may, in its discretion, accept cash, provide for net withholding of shares in a cashless exercise mechanism or direct a securities
broker to sell shares and deliver all or a part of the proceeds to our company or the trustee.

 In
the event of termination of a grantee's employment or service with us or any of our affiliates, all vested and exercisable awards
held by such grantee as of the date of termination generally may be exercised within three months after such date of termination. After
such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for
issuance under the 2022 Plan. In the event of termination of a grantee's employment or service with the company or any of its affiliates
due to such grantee's death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the
date of termination may be exercised by the grantee or the grantee's legal guardian, estate, or by a person who acquired the right
to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination. Any awards which
are unvested as of the date of such termination or which are vested but not then exercised within the twelve months period following
such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2022 Plan. Notwithstanding
any of the foregoing, if a grantee's employment or services with the company or any of its affiliates is terminated for "cause"
(as defined in the 2022 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of
such termination and the shares covered by such awards shall again be available for issuance under the 2022 Plan.

 Other
than by will, the laws of descent and distribution or as otherwise provided under the 2022 Plan, neither the options nor any right in
connection with such options are assignable or transferable.

 In
the event of a share split, reverse share split, share dividend, recapitalization, combination or reclassification of our shares, or
any other increase or decrease in the number of issued shares effected without receipt of consideration by our company (but not including
the conversion of any convertible securities of our company), the board in its sole discretion shall make an appropriate adjustment in
the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2022 Plan, to the
class and kind of shares subject to the 2022 Plan, as well as the exercise price per share of each outstanding award, as applicable,
the terms and conditions concerning vesting and exercisability and the term and duration of outstanding awards, or any other terms that
the board adjusts in its discretion, or the type or class of security, asset or right underlying the award (which need not be only that
of our company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the above
transactions); provided that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole share unless
otherwise determined by the administrator. In the event of a distribution of a cash dividend to all stockholders, the administrator may
determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced
by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law.

 In
the event of a merger or consolidation of our company, or a sale of all, or substantially all, of our shares or assets or other transaction
having a similar effect on us, or change in the composition of the board of directors, or liquidation or dissolution, or such other transaction
or circumstances that the board of directors determines to be a relevant transaction, then without the consent of the grantee, the administrator
may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation, or (ii) regardless
of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option to exercise the
award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel the award and
pay in cash, shares of our company, the acquirer or other corporation which is a party to such transaction or other property as determined
by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such event amend, modify
or terminate the terms of any award as it shall deem, in good faith, appropriate.

 On
July 31, 2023, our board of directors and on October 2, 2023, our stockholders approved an amendment to the 2022 Plan to increase
the number of shares of common stock authorized for issuance under the 2022 Plan by an additional 928,571 shares from 2,857,143
shares to 3,785,714 shares of our common stock. On September 9, 2024, our board of directors and on November 13, 2024, our
stockholders approved an amendment to the 2022 Plan to further increase the number of shares of common stock authorized for issuance
under the 2022 Plan by an additional 11,000,000 to 14,785,714 shares of our common stock.

 Recent
Sales of Unregistered Securities

 Except
as set forth below, there were no sales of common stock equity securities during the period covered by this Report that were not registered
under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by
us.

 On
April 4, 2024, we issued a $1,500,000 promissory note to YA II PN, Ltd. (in exchange for proceeds
of $1,455,000, reflecting an original issue discount of 3% to face value. The note
was issued pursuant to the terms of a standby equity purchase agreement, dated as of December 22, 2023. The note bears interest
at a rate of 8% per annum and matures April 4, 2025. Commencing June 3, 2024 and every 30 days thereafter, t he
Company is required to pay $150,000, together with accrued and unpaid interest on the then outstanding principal. Said payment can be
made either (i) in cash or (ii) by submitting notice of an advance of shares to be issued and sold to the investor or any combination
of (i) or (ii) as determined by the Company. The entire remaining principal balance and unpaid interest amount of the note becomes due
and payable in full at maturity. The Note sets forth certain events of default, including a breach by the Company of another
agreement with the investor, the failure of the securities of the Company to remain listed on the Nasdaq and the failure of the Company
to timely file periodic reports with the SEC. Upon the occurrence of an event of default, interest will accrue at a default rate of 18%
per annum and the note will become immediately due and payable, together with all costs, legal fees and expenses of collection through
the date of full repayment.

 On
September 12, 2024, we issued an aggregate of 640,000 shares of common stock under our Incentive Plan and an aggregate of 1,050,000 shares
of common stock outside of the Plan in consideration of services provided to the Company by certain consultants and officers, including
320,000 shares issued to David Palach, the Company's Chief Executive Officer, and 160,000 shares issued to Lital Barda, the Company's
Chief Financial Officer.

 On
September 23, 2024, we issued 50,000 shares of common stock to an investor pursuant to the terms of a standby equity purchase agreement
with such investor entered into on December 23, 2023.

 On
October 1, 2024, we issued a five-year warrant to purchase 1,850,000 shares of common stock at an exercise price of $1.00 per share to
L.I.A. Pure Capital Ltd. ("Pure Capital") in connection with a credit facility with Pure Capital.

 On
November 5, 2024, we issued 50,000 shares of common stock to a consultant for services provided to us.

 On
December 23, 2024, we issued 350,000 shares of common stock to Amitay Weiss, the chairman of the board, and 50,000 shares of common stock
to each of Eli Arbib, Israel Berenstein, Udi Kalifi, Ronen Rosenbloom, Liat Sidi and Asaf Itzhaik, members of the board of directors,
under the Incentive Plan.

 The
issuances of the shares described above were exempt from registration under Section 4(a)(2) under the Securities Act, as transactions
by an issuer not involving any public offering.

 Issuer
Purchases of Equity Securities

the year ended December 31, 2024, we did not purchase any of our equity securities.

 Item
6. selected financial data

 [Reserved]

 item
7. management's discussion and analysis of financial condition and results of operations

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial
statements and the related notes appearing elsewhere in this Annual 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
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.

 Solterra engages in the development
of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential
expansion to additional countries in the future. Solterra's business strategy primarily involves selling renewable energy projects
to third parties at various stages of development, from the initial land identification and project advancement through construction,
operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility
of a larger portion of projects being held long-term for operation by Solterra in the future.

 Recent Developments

 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.

 Solterra Transactions

 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.

 Issuances to Directors

 On December 23, 2024, our board
of directors, upon the recommendation of our compensation committee and following the non-binding advisory approval by our stockholders
at their annual meeting held on November 13, 2024, issued an aggregate of 650,000 shares of common stock under the 2022 Plan.

 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.

of Operations

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:

 2024

 2023

 Revenues from sale of products

 $
 210,000

 $
 263,000

 Cost of sales

 (165,000
)

 (55,000
)

 Gross profit

 $
 45,000

 $
 208,000

 Operating
Expenses

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

and Development Expenses, net

 Our
research and development expenses consist primarily of professional fees and other related research and development expenses such as
field tests.

 The
following table sets forth the breakdown of research and development expenses:

 2024

 2023

 $
 -

 $
 71,000

 Subcontractors

 353,000

 138,000

 Laboratory and field tests

 -

 2,000

 2,000

 13,000

 IPR&D

 -

 1,662,000

 14,000

 52,000

 Total

 $
 369,000

 $
 1,938,000

 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.

and Marketing Expenses

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:

 2024

 2023

 $
 84,000

 $
 157,000

 1,000

 -

 Professional services

 50,000

 31,000

 Travel expenses

 25,000

 13,000

 78,000

 71,000

 Total

 $
 238,000

 $
 272,000

and Administrative Expenses

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

 The
following table sets forth the breakdown of general and administrative expenses:

 2024

 2023

 Professional services

 $
 2,119,000

 $
 1,900,000

 1,058,000

 2,562,000

 36,000

 233,000

 Legal expenses

 271,000

 276,000

 Insurance

 164,000

 246,000

 Registration fees

 53,000

 262,000

 57,000

 97,000

 Total

 $
 3,758,000

 $
 5,576,000

 Comparison
of the Year Ended December 31, 2024 to the Year Ended December 31, 2023

of Operations

 The
following table summarizes our results of operations for the years ended December 31, 2024 and 2023.:

 2024

 2023

 Revenues from sales of products

 $
 210,000

 $
 263,000

 Cost of sales

 (165,000
)

 (55,000
)

 Gross profit

 45,000

 208,000

 Research and development expenses

 (369,000
)

 (1,938,000
)

 Selling and marketing expenses

 (238,000
)

 (272,000
)

 General and administrative expenses

 (3,758,000
)

 (5,576,000
)

 Operating loss

 (4,320,000
)

 (7,578,000
)

 Finance (expenses) income, net

 (155,000
)

 47,000

 Other income

 428,000

 985,000

 Changes in fair value of an investment in an associate measured under the fair value option

 (1,300,000
)

 (714,000
)

 Net loss

 (5,347,000
)

 (7,260,000
)

 Less: Net loss attributable to non-controlling interests

 154,000

 738,000

 Net loss attributable to the Company's stockholders

 (5,193,000
)

 (6,522,000
)

 Loss per share (basic and diluted)

 (0.89
)

 (5.43
)

 Weighted average number of shares of common stock outstanding

 5,846,231

 1,200,608

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.

and Development Expenses

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.

and Marketing Expenses

and marketing expenses consist primarily of salaries and related costs for selling and marketing personnel, travel related expenses and
services providers. Selling and marketing expenses for the year ended December 31, 2024 were $238,000, a decrease of $34,000 or 13%, compared
to selling and marketing expenses of $272,000 for the year ended December 31, 2023. The decrease is mainly attributable to the decrease
in salaries and related costs associated with our reduction in personnel following our cost reduction measures.

and Administrative Expenses

and administrative expenses consist primarily of salaries and related expenses including share based compensation and other non-personnel
related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the year
ended December 31, 2024 were $ 3,758,000, a decrease of $1,818,000, or 33%, compared to general and administrative expenses of $5,576,000
for the year ended December 31, 2023. The decrease is mainly a result of the decrease in share-based compensation to our employees and
service providers, salaries and related costs, insurance costs and franchise tax related to the Company's reincorporation in
Nevada from Delaware offset partially by an increase of professional services.

 Financing
(expenses) Income, Net

 Financing
expenses, net for the year ended December 31, 2024 was $155,000, an increase of $202,000, or 430%, compared to financing income of $47,000
for the year ended December 31, 2023. The increase in financing expenses is mainly a result of the interest on a $1,500,000 promissory
note issued to YA II PN, Ltd. on April 4, 2024.

 Total
net Loss

 As
a result of the foregoing, our total net loss for the year ended December 31, 2024 was $5,347,000, compared to $7,260,000 for the year
ended December 31, 2023, a decrease of $1,913,000, or 26%.

 Critical
Accounting Policies and Estimates

 We
describe our significant accounting policies more fully in Note 2 to our consolidated financial statements included elsewhere in this
Annual Report. We believe that the accounting policy described in Note 2 is critical in order to fully understand and evaluate our financial
condition and results of operations.

 We
prepare our financial statements in accordance with the Generally Accepted Accounting Principles in the United States of America ("GAAP").
At the time of the preparation of the financial statements, our management is required to use estimates, evaluations and assumptions
which affect the application of the accounting policy and the amounts reported for assets, obligations, income and expenses. Any estimates
and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change
to the estimate is made.

 Stock-based
Compensation

 Employees
and other service providers of our company may receive benefits by way of stock-based compensation settled with company options exercised
for shares of our common stock. The cost of transactions with employees settled with capital instruments is measured based on the fair
value of the capital instruments on the granting date. The fair value is determined using an accepted options pricing model. The model
is based on share price, grant date and on assumptions regarding expected volatility and expected lifespan.

 The
cost of the transactions settled with capital instruments is recognized in profit or loss together with a corresponding increase in the
equity over the period in which the performance and/or service takes place, and ending on the date on which the relevant employees are
entitled to the benefits (the "Vesting Period"). The aggregate expense recognized for transactions settled with capital instruments
at the end of each reporting date and until the Vesting Period reflects the degree to which the Vesting Period has expired. The expense
or income in profit or loss reflects the change of the aggregate expense recognized as of the end of the reported period.

 Liquidity
and Capital Resources

 Since
our inception through December 31, 2024, we have funded our operations, principally with the issuance of equity and debt.

 As
of December 31, 2024, we had cash of $2,185,000, as compared to $4,447,000 as of December 31, 2023. As of December 31, 2024, we had a
working capital of $2,512,000, as compared to $4,687,000 as of December 31, 2023. The decrease in our cash balance is mainly attributable
to cash used in operations and cash used in investing activities.

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

 2024

 2023

 Net cash used in operating activities

 $
 (3,419,000
)

 $
 (3,234,000
)

 Net cash used in investing activities

 (1,889,000
)

 (1,519,000
)

 Net cash provided by financing activities

 3,047,000

 3,473,000

 Effect of exchange rate changes on cash and cash equivalents

 (8,000

)

 7,000

 Decrease in cash and cash equivalents and restricted cash

 $
 (2,269,000
)

 $
 (1,273,000
)

 Operating
Activities

 Net
cash used in operating activities was $3,419,000 for the year ended December 31, 2024, as compared to $3,234,000 for the year ended December
31, 2023. Cash used in operating activities mainly consists of our net loss, less non-cash items such as change in fair value of investment
in nonconsolidated affiliate, gains from standby equity purchase agreement and issuance of shares to employees and service providers.
The increase in net cash used in operating activities is also attributable to payments made to cover other liabilities and increase in
accounts receivables, net.

 Investing
Activities

 Net
cash used in investing activities was $1,889,000 for the year ended December 31, 2024, as compared to net cash used in investing activities
of $1,519,000 for the year ended December 31, 2023. The increase is mainly attributable to the investment in renewable energy projects
and loans granted to Solterra offset by a decrease in investment in Plantify in April and September 2023.

 Financing
Activities

 Net
cash provided by financing activities was $3,047,000 for the year ended December 31, 2024, as compared to $3,473,000 for the year ended
December 31, 2023. The decrease is mainly the result of proceeds of $3,473,000 from standby equity purchase agreements in each of October
2023 and December 2023 compared to proceeds of $3,135,000 during 2024.

 Financial
Arrangements

 On
August 18, 2022, we closed an underwritten offering (the "August 2022 Underwritten Offering") pursuant to which we issued a total of 228,572 shares of common stock
at a public offering price of $21.00 per share. In connection with the August 2022 Underwritten Offering, we agreed to grant the underwriter
a 45-day option to purchase up to 34,286 additional shares of common stock at the public offering price of $21.00 per share, less the
underwriting discounts and commissions solely to cover over-allotments, and to issue ThinkEquity LLC, as representative (the "Representative")
a five-year warrant to purchase up to 11,429 shares of common stock, at a per share exercise price equal to 125% of the August 2022 Underwritten
Offering price per share of common stock. The gross proceeds from the August 2022 Underwritten Offering were approximately $4,800,000.

 On
July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the "Investor"), pursuant to which the Investor
agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to
be issued under the Purchase Agreement will be 94% of the lowest volume-weighted average price of the common stock for the three days
prior to the delivery of each of our advance notices subject to certain limitations, including that the Investor cannot purchase
a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. We may request
the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note.
We cannot request any such advances after January 31, 2024.

 On
December 22, 2023, we entered into the Purchase Agreement with the Investor, pursuant to which the Investor has agreed to purchase up
to $20 million of the common stock over the course of 36 months from the date of the Purchase Agreement. The price of shares to be issued
under the Purchase Agreement will be 94% of the lowest VWAP of our common stock for the three trading days immediately following the
delivery of each Advance notice by us. The Purchase Agreement will terminate automatically on the earlier of December 22, 2027, or when
the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the Purchase Agreement
upon five trading days' prior written notice to the Investor. As of March 29, 2024, we have sold the Investor 28,333 shares of
common stock at an average purchase price of $1.50.

 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 Note.

 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 December 31, 2024, we had an accumulated deficit of $34,553,000, and we
expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors
and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be
no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt
about our ability to continue as a going concern through at least twelve months from the report date.

 We
believe that our existing capital resources will be sufficient to support our operating plan through the beginning of the fourth quarter
of 2025; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic
initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising
additional capital on favorable terms, or at all.

 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 Annual 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.

 item
7a. quantitative and qualitative disclosures about market risk

 As
a smaller reporting company, we are not required to provide the information required by this item.

 item
8. financial statements and supplementary data

 The
information for this Item 8 is included following the "Index to Financial Statements" on page F-1 of this Annual Report.

 item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 item
9a. controls and Procedures

 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 each of our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as
appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief
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 December 31, 2024. Based on such evaluation, each of our Chief Executive Officer and Chief
Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining
adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being
made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention
or timely detection of the unauthorized acquisition, use or disposition of our company's assets that could have a material effect
on the consolidated financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Our
management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

 Our
management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over
financial reporting as of December 31, 2024. In making this assessment, our management used the criteria established in Internal Control-Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded, based
on its assessment, that our internal control over financial reporting was effective as of December 31, 2024.

 Attestation
Report of the Registered Public Accounting Firm

 This
Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
SEC that exempt smaller reporting companies from this requirement.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in internal control over financial reporting that occurred during the year ended December 31, 2024 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9b. Other information

 None.

 Item
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 part
iii

 Item
10. Directors, Executive Officers and corporate governance

 The
following table sets forth information regarding our executive officers, key employees and directors as of the date hereof:

 Directors
and Executive Officers

 Name

 Age

 Position

 Amitay Weiss (6)

 Chairman of the Board of Directors

 Chief Executive Officer

 Lital Barda

 Chief Financial Officer

 Ronen Rosenbloom (1) (2) (3) (4) (5)

 Israel Berenstein (1) (2) (4) (5)

 Eliahou Arbib (1) (2) (3) (4) (7)

 Udi Kalifi (1) (3) (7)

 Liat Sidi (1)(6)

 Asaf Itzhaik (1)(6)

 (1)

 Independent

 (2)

 of the Compensation Committee

 (3)

 of the Audit Committee

 (4)

 of the Nominating and Corporate Governance Committee.

 (5)

 of Class I with a term ending at the 2025 annual meeting of stockholders.

 (6)

 of Class II with a term ending at the 2026 annual meeting of stockholders.

 (7)

 of Class III with a term ending at 2027 annual meeting of stockholders.

 Amitay
Weiss, Director

 Mr.
Weiss has served as a member of our board of directors since August 2020 and as our chairman of the board of directors since May
24, 2021. Mr. Weiss also serves as a director in other public companies, including Solterra Energy since 2022, Arazim Investments
Ltd. since 2020, Upsellon Brands Holdings Ltd. since 2020, Viewbix, Inc. since 2022, Jeff's Brands Ltd. since 2022, and the Tomer
Ltd., an Israeli governmental company since 2024. Mr. Weiss also serves as Chairman of the Board of Automax Motors Ltd. since 2021, Clearmind
Medicine, Inc. since 2019, SciSparc Ltd. since 2020, ParaZero Ltd. since 2022, Charging Robotics, Inc. since 2022, and Maris Tech Ltd.
since 2023. In April 2016, Mr. Weiss founded Amitay Weiss Management Ltd., an economic consulting company and serves as its chief executive
officer. Mr. Weiss also serves as chief executive officer of Gix Internet Ltd. since September 2022 (and served as a director since 2019,
until 2022). Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in business administration from Ono Academic College
in Israel, an Israeli branch of University of Manchester and an LL.B. from the Ono Academic College. We believe that Mr. Weiss is qualified
to serve on our board of directors because of his diverse business, management and leadership experience.

 David
Palach, Chief Executive Officer

 Mr.
Palach has served as our chief executive officer since January 2021. Mr. Palach has owned and served as chief executive officer of
S.T. Sporting LTD and Sun Light Lightning Solutions LTD, companies operating in the environmental industry since 2009 and 2015, respectively.
Mr. Palach holds a BBA in accounting from Baruch College/City University of New York and completed a Directors Course at Bar Ilan University
in Israel. Mr. Palach previously maintained a certified public accounting license in the State of Maryland.

 Lital
Barda, Chief Financial Officer

 Ms.
Barda has served as our chief financial officer since April 2022. In addition to her role as chief financial officer, Ms. Barda currently
serves as an accountant and financial controller for Shlomo Zakai, CPA, a position she has held since November 2017, and provided a wide
range of accounting and controlling services for publicly traded and private companies, including for us. Ms. Barda holds a B.A. in accounting
from the Ono Academic College in Kiryat Ono, Israel. Ms. Barda is also a certified public accountant in Israel.

 Ronen
Rosenbloom, Director

 Mr.
Rosenbloom has served as a member of our board of directors since August 2020. Mr. Rosenbloom is an independent lawyer and has been
working for a self-owned law firm specializing in white collar offences since 2004. Mr. Rosenbloom has served on the board of directors
of Xylo Technologies Ltd. (Nasdaq: XYLO) since September 2018 and ScoutCam Inc. (OTC: SCTC) since December 2019. Prior to that, Mr. Rosenbloom
served as chairman of the Israeli Money Laundering Prohibition committee and the Prohibition of Money Laundering Committee of the Tel
Aviv District, both of the Israel Bar Association from November 2015 to December 2019. Mr. Rosenbloom holds an LL.B. from the Ono Academic
College, an Israeli branch of University of Manchester. We believe that Mr. Rosenbloom is qualified to serve on our board of directors
because of his business experience and expertise and background with regard to legal matters.

Berenstein, Director

 Mr.
Berenstein has served as a member of our board of directors since August 2020. Mr. Berenstein also serves on the board of directors
of Plantify Foods, Inc. (TSXV: PTFY) and has also served on the board of directors of Jeffs' Brands Ltd. (Nasdaq: JFBR) and served
on the board of directors of Upsellon Brands Holdings Ltd from May 2019 to October 2024. (TASE: UPSL). Since January 2023, Mr. Berenstein
has worked as a self-employed attorney. Mr. Berenstein previously worked as an attorney with Ben Yakov, Shvimer, Dolv - Law Office from
January 2020 to December 2022. Prior thereto, Mr. Berenstein worked in the legal department of Sonol Israel Ltd. from April 2010 to December
2020. Before that, Mr. Berenstein worked as a commercial lawyer and litigator for a leading Israeli law firm from July 2000 to April
2010. Mr. Berenstein earned an LL.B. in law and an M.A. in political science from Bar Ilan University, Israel. Mr. Berenstein was admitted
to the Israel Bar Association in 2000. We believe that Mr. Berenstein is qualified to serve on our board of directors due to his extensive
legal experience.

 Eliahou
Arbib, Director

 Mr.
 Arbib has served as a member of our board of directors since January 2021. Mr. Arbib has also served as chairman of the board of
directors of Chiron Refineries Ltd. (TASE: CHR) since September 2016. He is also the current owner and manager of Eliahou Arbib Law Offices,
since May 2013. Prior to that, from 1993 until 2000, Mr. Arbib was the managing director of AA Arbib Agriculture Supply Ltd. Mr. Arbib
holds an LL.B from the Law and Business Academic Center of Ramat Gan, Israel. Mr. Arbib has been an active member of the Israeli Bar
Association since 2013 and served as deputy chairman of the Security and Defense Committee of the Israeli Bar Association since 2014.
We believe Mr. Arbib is qualified to serve on our board of directors because of his legal expertise as well as experience in the field
of agriculture.

 Udi
Kalifi, Director

 Mr.
Kalifi has served as a member of our board of directors since May 2021. Mr. Kalifi has been the owner and manager of Udi Kalifi Law
Offices since 2006. He has also served as a member of the board of directors of Matomi Media Group Ltd. (TASE: MTMY) since May 2020.
Mr. Kalifi holds an LLB, BSc in Accounting and LLM from the Tel Aviv University, Israel and a master's degree in law and economics
from the University of Bologna, Humbourg and Roterdam. Mr. Kalifi has been an active member of the Israeli Bar Association since 2006.
We believe Mr. Kalifi is qualified to serve on our board of directors due to his legal and finance experience.

 Liat
Sidi, Director

 Ms.
Sidi has served as a member of our board of directors since November 12, 2023. Ms. Sidi has served as manager of the accounting department
for Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) since 2010. Additionally, since 2010, Ms. Sidi has served as an accountant
at Sidi Liat Accounting Services, and since February 2025 has provided accounting services to Total Finance Ltd. Since August 2020, Ms.
Sidi has served as a director of SciSparc Ltd. (Nasdaq: SPRC), since October 2023 until January 2024 Ms. sidi has served as a director
of Plantify (TSXV: PTFY), and since November 2024 served as a director of Polyrizon Ltd (Nasdaq: PLRZ). Ms. Sidi previously served as
an accountant for Panaxia Labs Israel Ltd. (TASE: PNAK) from 2015 to 2020 and as an accountant for Soho Real Estate Ltd. from 2015 to
2016. Ms. Sidi also served as an accountant for Feldman-Felco Ltd. from 2006 to 2010 and as an accountant for Eli Abraham Accounting
Firm from 2000 to 2006. Ms. Sidi completed tax, finance and accounting studies at the Ramat Gan College of Accounting. We believe Ms.
Sidi is qualified to serve on our board of directors due to her extensive finance experience and experience with publicly traded companies.

 Asaf
Itzhaik, Director

 Mr.
Itzhaik has served as a member of our board of directors since December 2023. Mr. Itzhaik has served as the chief executive officer
of A.K.A Optics Ltd., a manufacturer of adaptive optics, since 1994 and as a member of the board of directors of A.K.A Optics Ltd. since
1998. Mr. Itzhaik has served as a director of Plantify since August 2023 (TSX: PTFY), as a director of Jeffs' Brands Ltd. (Nasdaq:
JFBR) from August 2022 until November 2023, as a director of Clearmind Medicine Inc. (Nasdaq: CMND) since November 2022, as a director
of Rani Zim Shopping Centers Ltd. (TASE: RANI) since August 2022, and as a director of Gix Internet Ltd. (TASE: GIX) since August 2021.
Mr. Itzhaik is a certified optometrist and graduated from a program in corporate board leadership in Merkaz Hashilton Hamkomi, Israel.
We believe Mr. Itzhaik is qualified to serve on our board of directors due to his diverse business experience, which we believe will
assist the Company in any future potential merger and acquisitions activities.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 There
are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal,
conviction, a criminal proceeding, an administrative or, or civil proceeding limiting one's participation in the securities or
banking industries, or a finding of securities or commodities law violations.

 Composition
of Board of Directors

 Our
board of directors consists of seven directors. When considering whether directors have the experience, qualifications, attributes or
skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business
and structure, the board of directors focuses primarily on each person's background and experience as reflected in the information
discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate
mix of experience and skills relevant to the size and nature of our business.

 Arrangements
for Election of Directors and Members of Management

to the Securities Exchange (as defined below), Plantify is entitled to designate a director to our board of directors.

 There
are no other arrangements or understandings pursuant to which any of our executive officers or directors were selected.

 Committees
of the Board of Directors

 Our
board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings
of the board of directors and standing committees. We have established three committees under the board of directors: an audit committee,
nominating and corporate governance committee and compensation committee. We have adopted a charter for each of the three committees.
Each committee's members and functions are described below.

 Audit
Committee

 Our
audit committee is responsible for, among other things:

 appointing,
 compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

 discussing
 with our independent registered public accounting firm their independence from management;

 with our independent registered public accounting firm the scope and results of their audit;

 approving
 all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

 the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly
 and annual consolidated financial statements that we file with the SEC;

 our financial and accounting controls and compliance with legal and regulatory requirements;

 our policies on risk assessment and risk management;

 related person transactions;

 establishing
 procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing
 matters; and

 the cybersecurity committee.

 Our
audit committee consists of Udi Kalifi, Eliahou Arbib and Ronen Rosenbloom, with Udi Kalifi serving as chair. Each member of our audit
committee meets the financial literacy requirements of Nasdaq listing standards. In addition, our board of directors has determined that
Udi Kalifi will qualify as an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation
S-K. Our board of directors adopted a written charter for the audit committee, which is available on our website at www.n2off.net.

 Nominating
and Corporate Governance Committee

 Our
nominating and corporate governance committee is responsible for, among other things:

 identifying
 individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

 our succession plan for the CEO and other executive officers;

 the evaluation of the effectiveness of our board of directors and its committees; and

 developing
 and recommending to our board of directors a set of corporate governance guidelines.

 Our
nominating and corporate governance committee consists of Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib, with Ronen Rosenbloom
serving as chair. Our board of directors adopted a written charter for the nominating and corporate governance committee, which is available
on our website at www.n2off.net.

 Compensation
Committee

 Our
compensation committee is responsible for, among other things:

 and approving the compensation of our chief executive officer and other executive officers;

 and making recommendations to the board of directors regarding director compensation; and

 appointing
 and overseeing any compensation consultants.

 Our
compensation committee consists of Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib, with Israel Berenstein serving as chair. Our
board has determined that Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib meet the definition of "independent director"
for purposes of serving on the compensation committee under Nasdaq Rules, including the heightened independence standards for members
of a compensation committee, and are "non-employee directors" as defined in Rule 16b-3 of the Exchange Act. Our board of
directors adopted a written charter for the compensation committee, which is available on our website at www.n2off.net.

 Risk
Oversight

 Our
board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management
strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our audit
committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors
believes its administration of its risk oversight function has not negatively affected our board of directors' leadership structure.

 Delinquent
Section 16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our
equity securities ("Reporting Persons"), to file reports of ownership of changes in ownership with the SEC. Based solely
upon a review of copies of such reports and representations received from the Reporting Persons, we believe that during the year ended
December 31, 2024, the Reporting Persons timely filed all such reports, except that David Palach, our Chief Executive Officer,
failed to timely file a Form 4 to report the issuance of 320,000 shares of common stock issued under the 2022 Plan; and Lital Barda,
our Chief Financial Officer, failed to timely file a Form 4 to report the issuance 160,000 shares of common stock issued under
the 2022 Plan.

 Code
of Ethics

 We
adopted a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted
on our website, www.n2off.net. In addition, we post on our website all disclosures that are required by law or Nasdaq listing standards
concerning any amendments to, or waivers from, any provision of the code.

 Insider
Trading Policy

 Our
insider trading policy, which is filed as Exhibit 19.1 to this Annual Report governs the purchase, sale, trade, and other dispositions
of our securities by our officers, directors, related parties, and employees, to promote compliance with the insider trading laws, rules
and regulations, and applicable Nasdaq listing standards.

 Change
in Procedures for Recommending Directors

 There
have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those
procedures set forth in our Proxy Statement for our 2024 Annual Meeting of Stockholders, filed with the SEC on September 19, 2024.

 item
11. Executive Compensation

 Clawback
Policy

the SEC's approval of Nasdaq's proposed clawback listing standards, under Rule 10D-1, which directed companies to adopt and
comply with a written clawback policy, to disclose and file the policy as an exhibit to its annual report, we adopted a clawback policy
on November 12, 2023, as filed as Exhibit 97.1 to this Annual Report.

 Summary
Compensation Table

 The
following table sets forth certain information concerning the compensation awarded to, earned by or paid to of our chief executive officer
and our other executive officer received annual remuneration in excess of $100,000 during 2024 (each a "Named Executive Officer").

 Name and principal position

 Fiscal Year

 Salary ($)

 Bonus ($)

 Stock awards ($)

 Option awards ($)

 All other compensation ($)

 Total ($)

 2024

 91,092

 15,000

 87,840
 (1)

 -

 -

 193,932

 Chief Executive Officer

 2023

 72,230

 15,000

 305,970
 (2)

 -

 -

 393,200

 Lital Barda

 2024

 84,122

 7,500

 43,920
 (3)

 -

 -

 135,542

 Chief Financial Officer)

 2023

 60,976

 7,500

 119,085
 (4)

 -

 -

 187,561

 (1)

 320,000 shares of common stock at $0.27 per share issued on September 12, 2024.

 (2)

 42,858 shares and 57,142 shares of common stock at $4.742 per share and $1.795 per share issued on March 29, 2023 and December 30,
 2023, respectively.

 (3)

 160,000 shares of common stock at $0.27 per share issued on September 12, 2024.

 (4)

 14,286 shares and 28,571 shares of common stock at $4.742 per share and $1.795 per share issued on March 29, 2023 and December 30,
 2023, respectively.

 Outstanding
Equity Awards at Fiscal Year-End

 There
were no unexercised options, stock that has not vested or equity incentive plan awards for our Named Executive Officers outstanding as
of December 31, 2024.

 Consulting
Agreements with Executive Officers

 Consulting
Agreement with David Palach

 On
November 6, 2020, we entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach (the "CEO
Consulting Agreement"). Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach provides our company services as chief
executive officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach was entitled to a monthly fee in the amount of $8,000
plus value added tax per month and a grant of options to purchase shares of our common stock, which amount will be determined by good
faith negotiations by the board of directors on a future date. On June 23, 2021, the board of directors approved the following compensation
for Mr. Palach: (i) a monthly fee of $14,000 plus value added tax; (ii) reimbursement of expenses not exceeding $500 per month; (iii)
a grant of an option to purchase shares of common stock representing 4.5% of our outstanding capital stock as of such date; and (iv)
the immediate repayment of $8,000, representing debt payable to Mr. Palach that accrued from November 2020 until April 2021. In lieu
of such option, our board of directors approved the issuance of 42,858 shares of common stock to Mr. Palach in March 2023. On August
29, 2022, the monthly fee was reduced to $6,000, as of January 1, 2024, increased to $7,000 per month, and as of January 2025, increased
to $8,000 per month.

 Consulting
Agreement Lital Barda

 On
April 18, 2022, Save Foods Ltd., our operating subsidiary, entered into a consulting agreement with Shlomo Zakai CPA for, among other
things, chief financial officer services to be provided to Save Foods Ltd. exclusively by Lital Barda. for a monthly base salary of NIS
25,000. The agreement may be terminated by either party upon 30 day's written notice or by Save Foods Ltd. upon the occurrence
of certain events as set forth in the agreement. On November 10, 2024, following the compensation committee's recommendation, the
board of directors approved an amendment to the consulting agreement exclusively for the purpose of increasing the cash compensation
to Ms. Barda in exchange for her services by 15%.

Compensation

 Summary
Compensation Table

 The
following table sets forth the compensation we paid our non-executive directors during the fiscal year ended December 31, 2024.

 Name

 Fees earned or paid in cash ($)

 Option awards ($)

 All other compensation ($)

 Total ($)

 Amitay Weiss

 132,593

 -

 91,945
 (1)

 224,538

 Eliahou Arbib

 45,771

 -

 (2)

 58,906

 Udi Kalifi

 45,771

 -

 (2)

 58,906

 Israel Berenstein

 45,771

 -

 (2)

 58,906

 Ronen Rosenbloom

 45,771

 -

 (2)

 58,906

 Asaf Itzhaik

 22,825

 -

 (2)

 35,960

 Liat Sidi

 22,825

 -

 (2)

 35,960

 (1)

 350,000 shares of common stock at $0.2627 per share issued on December 23, 2024

 (2)

 50,000 shares of common stock at $0.2627 on December 23, 2024

 Long-Term
Incentive Plans

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder matters

 Security
Ownership of Certain Beneficial Owners and Management

 The
table below provides information regarding the beneficial ownership of our Common Stock as of March 31, 2025 of (i) each of our
current directors, (ii) our Chief Executive Officer and our other executive officers, (iii) all of our current directors and executive
officers as a group, and (iv) each person (or group of affiliated persons) known to us to own more than 5% of our outstanding Common
Stock.

 The
beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC. Under these rules, a person is deemed
to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to
vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial
ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.

 The
percentage of shares of Common Stock beneficially owned is based on 17,812,404 shares of Common Stock outstanding as of March 31,
2025.

 Unless
otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and the address
for each beneficial owner listed in the table below is c/o N2OFF, Inc., HaPardes 134 (Meshek Sander), Neve Yarak, 4994500 Israel.

 Number of Shares Beneficially Owned

 Percentage Beneficially Owned

 5% or more stockholders:

 L.I.A. Pure Capital Ltd.(1)

 1,913,119
 (2)

 9.99
 %

 Uziel Economic Consultant Ltd.(3)

 1,302,286
 (4)

 7.02
 %

 Capitalink Ltd.(5)

 992,312
 (6)

 5.47
 %

 Directors:

 Amitay Weiss

 450,000

 2.53
 %

 Eliahou Arbib

 64,500

 *

 Udi Kalifi

 68,456

 *

 Israel Berenstein

 64,500

 *

 Ronen Rosenbloom

 64,500

 *

 Liat Sidi

 50,000

 *

 Asaf Itzhaik

 50,000

 *

 Executive Officers:

 420,000

 2.36
 %

 Lital Barda

 202,857

 1.14
 %

 All directors and executive officers as a group (9 persons)

 1,434,813

 8.06
 %

 *Less
than 1%

 (1)

 Kfir
Silberman, Chief Executive Officer, sole director and control shareholder of Pure Capital, has sole voting and dispositive power over
the shares held by Pure Capital. The address of Pure Capital is 20 Raoul Wallenberg, Tel Aviv Israel, 6971916.

 (2)

 Includes
 14,286 shares held directly by Mr. Silberman and 1,340,000 shares issuable upon currently exercisable warrants subject to a
 9.99% beneficial ownership limitation. Excludes 1,850,000 Facility Warrant Shares for which we are seeking stockholder approval
 under and in accordance with the terms of the Waiver Agreement.

 (3)

 Amir
 Uziel, the sole director, officer, and control shareholder of Amir Uziel Economic Consultant Ltd. ("Uziel Economic"),
 has sole voting and dispositive power over the shares held by Uziel Economic. The address of Uziel Economic is 20 Raoul Wallenberg,
 Tel Aviv, Israel, 6971916.

 (4)

 Includes
 14,286 shares held directly by Mr. Uziel, and 729,167 shares issuable upon currently exercisable warrants, subject to a 9.99% beneficial
 ownership limitation.

 (5)

 Lavi
 Krasney, the sole director, officer, and control shareholder of Capitalink Ltd. ("Capitalink"), has sole voting and dispositive
 power over the shares held by Capitalink. The address of Capitalink is 20 Raoul Wallenberg, Tel Aviv, Israel, 6971916.

 (6)

 Includes
 14,286 shares held directly by Mr. Krasney and 312,500 shares issuable upon currently exercisable warrants, subject to a 9.99% beneficial
 ownership limitation.

 Change
in Control

 With
respect to the SPEA, and contingent upon obtaining our stockholders' approval, following the completion of the SPEA Closing, we
will issue shares of our common stock to the Sellers, representing 40% of our common stock on fully-diluted basis, as outlined in the
SPEA. This issuance, along with the potential issuance of up to an additional 25% of our common stock upon achieving specific milestones
as defined in the SPEA, could result in a change of control, as the Sellers may collectively hold a significant portion of our outstanding
capital stock. The eligibility to receive these additional shares will terminate on December 31, 2028, if the respective milestones specified
in the SPEA are not achieved by that date.

 Except
for the foregoing, we are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of
any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change
in our control.

 Item
13. Certain relationships and related transactions, and director independence

 Related
Party Transactions

 The
following is a description of transactions since January 1, 2023, to which we were a party or will be a party, in which the amount involved
exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal
years, and in which any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate
family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material
interest.

 Plantify
Transactions Securities Exchange

 On April 5, 2023, we closed a
securities exchange with Plantify (the "Securities Exchange"), pursuant to which we issued 166,340 shares of common stock
representing 19.99% of our outstanding capital stock as of immediately prior to the closing (and 16.66% of our outstanding capital stock
as of immediately following the closing), and Plantify issued 150,022 common shares to us, representing 19.99% of Plantify's
outstanding share capital as of immediately prior to the closing (and 16.66% of Plantify's outstanding share capital immediately
following the closing).

 On
September 7, 2023, we signed an agreement to purchase an additional 275,022 common shares of Plantify for $405,000, which were
issued on September 18, 2023. As a result, we held approximately 23.13% of Plantify's issued and outstanding share capital, at that time.

 On
November 15, 2024, we entered into that Settlement Agreement with Plantify, pursuant to which 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%.

 Asaf
Itzhaik and Israel Berenstein currently serve as members of the board of directors of our company and Plantify's.

 MitoCareX
Loan Agreements

 On
December 22, 2024, and on March 12, 2025, we entered into the First Loan and the Second Loan with MitoCareX and Pure Capital, pursuant
to which we agreed to lend an aggregate of $500,000 to MitoCareX ($250,000 under the First Loan and $250,000 under the Second Loan).
Pure Capital agreed to guarantee the repayment of both loans by MitoCareX. Pure Capital beneficially owns 9.99% of our common stock
as of the date of this Annual Report, and Pure Capital is owned by Kfir Silberman, who is the brother of Alon, the Chief Executive Officer
of MitoCareX. Also, Amitay Weiss and Liat Sidi, members of our board of directors, are members of the board of directors of SciSparc
Ltd., a major shareholder of MitoCareX.

Transactions

 On
November 27, 2024, we acquired 100,000 shares of Solterra Energy for a total consideration of NIS 300,000 (approximately $82,000). Subsequently,
on December 31, 2024, we acquired an additional 167,000 shares of Solterra Energy for a total consideration of NIS 501,000 (approximately
$137,000). Amitay Weiss also serves as a board member of Solterra Energy.

 On
February 24, 2025, we executed the SHA with SB and its wholly owned subsidiary, SBI4, under which NITO Renewable will acquire 70% of
SBI4 shares on a fully diluted basis from SB. Amitay Weiss also serves as a board member of Solterra Energy.

Independence

 Our
board of directors has determined that Ronen Rosenbloom, Israel Berenstein, Eliahou Arbib, Udi Kalifi, Liat Sidi and
Asaf Itzhaik do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director and that each of these directors is "independent" as that term is defined under the rules of The Nasdaq Stock
Market LLC.

 Item
14. Principal accounting fees and services

 Audit
Fees

 The
following table sets forth the fees billed to our company for professional services rendered by Somekh Chaikin, a member firm of KPMG
International, who has served as our independent registered public accounting firm for years ended December 31, 2023 and December 31, 2024.

 Services

 2024

 2023

 Audit fees (1)

 $
 212,000

 $
 224,000

 Audit related fees (2)

 -

 -

 Tax fees (3)

 45,000

 35,200

 All other fees (4)

 -

 -

 Total fees

 $
 257,000

 $
 259,200

 (1)

 Audit
 fees consist of fees for professional services rendered for the audit of our annual financial statements.

 (2)

 Audit-related
 fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our
 financial statements but are not reported under "Audit fees."

 (3)

 Tax
 fees consist of fees billed for professional services relating to tax compliance and tax advice.

 (4)

 All
 other fees consist of fees billed for services not associated with audit or tax.

 Audit
Committee's Pre-Approval Practice

 Prior
to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this
engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for
up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific
budget. Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least
quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for
the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related
fees, tax fees and other fees incurred by us were approved by our board of directors.

 Pre-Approval
of Audit and Permissible Non-Audit Services

 Our
Audit Committee approves our audit and non-audit services. The auditors engaged for these services are required to provide and uphold
estimates for the cost of services to be rendered.

 Part
IV

 Item
15. exhibits, financial statement schedules

 Exhibit
 No.

 Exhibit
 Description

 3.1.1

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019)

 3.1.2

 Certificate of Amendment of the Certificate of Incorporation, effective as of June 12, 2019 (incorporated by reference to Exhibit 3.3 to our Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on December 11, 2019)

 3.1.3

 Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., effective as of November 24, 2020 (incorporated by reference to Exhibit 3.1.3 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 3.1.4

 Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., dated February 23, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2021)

 3.1.5

 Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of March 16, 2021 (incorporated by reference to Exhibit 3.1.1 to our Registration Statement on Form S-3 filed with the SEC on July 15, 2022)

 3.1.6

 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of October 5, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 5, 2023)

 3.1.7

 Articles of Incorporation of Save Foods, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

 3.1.8

 Certificate of Amendment to Articles of Incorporation of Save Foods, Inc., effective as of March 15, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on March 19, 2024)

 3.2.1

 Amended and Restated Bylaws of Save Foods, Inc. (incorporated by reference to exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 24, 2022)

 3.2.2

 Bylaws of Save Foods, Inc., adopted November 11, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on November 12, 2024)

 3.3.1

 Certificate of Merger filed with the Secretary of State of the State of Delaware, dated November 6, 2023 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

 3.3.2

 Articles of Merger filed with the Secretary of State of the State of Nevada, dated November 6, 2023 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

 4.1

 Description of the Registrant's Securities (incorporated by reference to Exhibit 4.1 to our Annual Report Form 10-K filed with the SEC on April 1, 2024).

 4.2

 Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023)

 4.3

 CDN $1,500,000 Debenture, dated April 4, 2023, incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed with the SEC on April 6, 2023)

 4.4

 Promissory Note issued by the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 2, 2023)

 4.5

 Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023)

 10.1+

 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019)

 10.2+

 Services Agreement, dated October 10, 2018, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.4 our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.3+

 Services Agreement, dated January 15, 2019, by and between Pimi Agro Cleantech Ltd. and NSNC Consulting Ltd. (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.4+

 Addendum No. 1 to Services Agreement, dated March 28, 2019, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.5

 Non-Exclusive Commission Agreement, dated September 22, 2020, by and among Save Foods, Inc. and Earthbound Technologies, LLC (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.6

 Distribution Agreement, dated September 22, 2020, by and among Save Foods Ltd. and Safe-Pack Products Ltd. (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.7

 Securities Purchase Agreement, dated September 23, 2020, by and among Save Foods, Inc. and Medigus Ltd. (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.8+

 Consulting Agreement, dated November 6, 2020, by and between Save Foods, Inc. and S.T. Sporting (1996) Ltd. (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021)

 10.9

 Underwriting Agreement, between ThinkEquity LLC, a division of Fordham Financial Management, Inc., as representative of the several underwriters, and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on August 18, 2022)

 10.11+

 The Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 30, 2022)

 10.12

 Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd., dated July 11, 2023 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2023)

 10.13

 First Amendment to Stock Exchange Agreement, dated July 24, 2023, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023)

 10.14

 Standby Equity Purchase Agreement, dated July 23, 2023, by and between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023)

 10.15

 Securities Exchange Agreement, dated March 31, 2023, between Plantify Foods, Inc. and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Save Foods with the SEC on April 6, 2023)

 10.16

 Second Amendment to Stock Exchange Agreement, dated August 13, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on August 16, 2023)

 10.17

 Agreement of Merger between Save Foods, Inc., a Delaware corporation and Save Foods, Inc., a Nevada corporation, dated November 6, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023)

 10.18

 Standby Equity Purchase Agreement, dated December 22, 2023, between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023)

 10.19

 First Amendment to Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.19 to our Annual Report Form 10-K filed with the SEC on April 1, 2024).

 10.20

 Facility Agreement, dated October 1, 2024, between L.I.A. Pure Capital Ltd. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 2, 2024).

 10.21

 Warrant, dated October 1, 2024 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 2, 2024).

 10.22

 Debt Settlement Agreement, dated November 15, 2024 between Plantify Foods, Inc. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 18, 2024).

 10.23

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024).

 10.24

 Form of Registration Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 10, 2024)

 10.25

 Waiver Agreement, between the Company and L.I.A. Pure Capital Ltd., dated December 5, 2024 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on December 10, 2024).

 10.26

 Loan Agreement dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2024),

 10.27

 Shareholders Agreement, dated February 10, 2025, among the Company, Solterra Brand Services Italy SRL and SB Impact 4 Ltd. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on February 28, 2025).

 10.28

 Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on February 26, 2025).

 10.29

 Loan Agreement dated March 12, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 17, 2025),

 19.1

 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024).

 21.1*

 List of Subsidiaries

 23.1*

 Consent of Independent Registered Public Accounting Firm

 31.1*

 Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

 31.2*

 Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer

 32.1**

 Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer

 32.2**

 Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer

 97.1

 Clawback Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 104*

 Cover

 *
Filed herewith

 **
Furnished herewith

 +
Management contract or compensatory plan or arrangement

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 INC.

 By:

 /s/

 Name:

 David
 Palach

 Title:

 Chief
 Executive Officer

 Date:

 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer

 2025

 David
 Palach

 (Principal
 Executive Officer)

 /s/
 Lital Barda

 Chief
 Financial Officer

 2025

 Lital
 Barda

 (Principal
 Financial Officer and Principal Accounting Officer)

 /s/
 Amitay Weiss

 Chairman
 of the Board

 2025

 Amitay
 Weiss

 /s/
 Ronen Rosenbloom

 2025

 Ronen
 Rosenbloom

 /s/
 Israel Berenstein

 2025

 Berenstein

 /s/
 Udi Kalifi

 2025

 Udi
 Kalifi

 /s/
 Eliahou Arbib

 2025

 Eliahou
 Arbib

 /s/
 Liat Sidi

 2025

 Liat
 Sidi

 /s/
 Asaf Itzhaik

 2025

 Asaf
 Itzhaik

INC.

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2024

INC.

FINANCIAL STATEMENTS

 AS
OF DECEMBER 31, 2024

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm Name: Somekh Chaikin / PCAOB ID No. 1057 / Location: Tel Aviv,
 Israel)

 FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023

 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023

 Statements of Changes in Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

– F-44

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors

 N2OFF, Inc.:

 Opinion on the Consolidated Financial
Statements

 We have audited the accompanying consolidated
balance sheets of N2OFF, Inc. and its subsidiaries (hereinafter – "the Company") as of December 31, 2024 and 2023, the
related consolidated statements of comprehensive loss, changes in stockholders' equity, and cash flows for each of the years in
the two-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion,
the consolidated financial statements present fairly, in all material respects, t he
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of
the years in the two-year period ended December 31, 2024 in conformity with U.S. generally accepted accounting principles.

 Going Concern

 The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1C to the consolidated
financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note
1C. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commi ssion
and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial repo rting
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presenta tion
of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /S/ Somekh
Chaikin

 Member Firm of KPMG International

 We have served as the Company's auditor since
2021.

 Tel Aviv, Israel

 March 31, 2025

 F- 2

INC.

BALANCE SHEETS

 (USD
in thousands except share and per share data)

 2024

 2023

 Assets

 Current Assets

 Cash and cash
 equivalents

 2,185

 4,447

 Restricted cash (Note 2D)

 Investment in Marketable
 Securities (Note 7)

 -

 Accounts receivable, net
 of allowance for doubtful account of $ 42 and $ 64 as of December 31, 2024 and 2023. respectively

 Short term loan (Note 4)

 -

 Inventories

 Prepaid expenses

 Other
 current assets (Note 3)

 Total
 Current assets

 3,404

 5,466

 Long
 term prepaid expenses

 -

 Right-of-use
 asset arising from operating leases (Note 12)

 Property
 and equipment, net (Note 5)

 Investment
 in nonconsolidated affiliate (Note 6)

 1,655

 Long
 term loan (Note 7)

 -

 Solar
 photovoltaic joint venture project (Note 8)

 -

 Total
 Assets

 5,465

 7,244

 Liabilities and Shareholders'
 Equity

 Current Liabilities

 Accounts payable

 Other
 liabilities (Note 10)

 Current warrant liabilities

 -

 Total
 current liabilities

 Non
 current operating lease liabilities (Note 12)

 -

 Total
 Liabilities

 Stockholders' Equity (Note 13)

 Common stock of $ 0.0001
 par value ("Common Stock"): 495,000,000
 shares authorized as of December 31, 2024 and 2023; issued
 and outstanding 12,058,237 and 2,955,490
 shares as of December 31, 2024 and 2023, respectively.

 - *

 Preferred stock of $ 0.0001
 par value ("Preferred Stock"): 5,000,000
 shares authorized as of December 31, 2024 and 2023; no shares
issued and outstanding as of December 31, 2024
and 2023.

 -

 -

 Additional paid-in capital

 39,327

 35,866

 Foreign currency translation
 adjustments

 ( 26
)

 ( 26
)

 Accumulated
 deficit

 ( 34,553
)

 ( 29,360
)

 Total
 Company's stockholders' equity

 4,749

 6,480

 Non-controlling
 interest

 ( 176
)

 ( 22
)

 Total
 stockholders' equity

 4,573

 6,458

 Total
 liabilities and stockholders' equity

 5,465

 7,244

 (*)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 3

INC.

STATEMENTS OF COMPREHENSIVE LOSS

 (USD
in thousands except share and per share data)

 2024

 2023

 Year ended

 2024

 2023

 Revenues from sales of products

 Cost of sales (Note 15)

 ( 165
)

 ( 55
)

 Gross profit

 Research and development expenses (Note 16)

 ( 369
)

 ( 1,938
)

 Selling and marketing expenses (Note 17)

 ( 238
)

 ( 272
)

 General and administrative
 expenses (Note 18)

 ( 3,758
)

 ( 5,576
)

 Operating loss

 ( 4,320
)

 ( 7,578
)

 Financing income (expense), net (Note 19)

 ( 155
)

 Other income (Note 13(14))

 Changes in fair value of investments measured under the fair value option (Notes 4, 6, 7, 8)

 ( 1,300
)

 ( 714
)

 Net loss

 ( 5,347
)

 ( 7,260
)

 Less: Net loss attributable
 to non-controlling interests

 Net
 loss attributable to the Company's stockholders' equity

 ( 5,193
)

 ( 6,522
)

 Loss
 per share (basic and diluted) (Note 21)

 ( 0.89
)

 ( 5.43
)

 Basic
 and diluted weighted average number of shares of Common Stock outstanding (Note 21)

 5,846,231

 1,200,608

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 4

INC.

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY

 (USD

 Number
 of Shares

 Amount

 Additional
 paid-in capital

 Foreign
 currency translation adjustments

 Accumulated
 deficit

 Total
 Company's Stockholders' equity

 Non-controlling
 interest

 Total
 stockholders' equity

 BALANCE AT DECEMBER
 31, 2022

 688,272

 - *

 28,710

 ( 26
)

 ( 22,838
)

 5,846

 ( 109
)

 5,737

 CHANGES DURING THE YEAR
 ENDED DECEMBER 31, 2023:

 Issuance of shares for Plantify exchange agreement
 (note 6)

 166,340

 - *

 -

 -

 -

 Issuance of shares for Yaaran exchange agreement
 (note 9 and note 13(15))

 223,008

 - *

 -

 -

 1,662

 Issuance of shares to employees and service
 providers

 990,092

 - *

 2,924

 -

 -

 2,924

 -

 2,924

 Share based compensation to employees and directors

 -

 -

 -

 -

 - *

 Issuance of shares for standby equity purchase
 agreement I

 777,224

 - *

 2,291

 -

 -

 2,291

 -

 2,291

 Issuance of shares for standby equity purchase
 agreement II

 110,554

 - *

 -

 -

 -

 Transactions with non-controlling interests
 (note 9)

 -

 -

 ( 160
)

 -

 -

 ( 160
)

 -

 Comprehensive loss for
 the year

 -

 -

 -

 -

 ( 6,522
)

 ( 6,522
)

 ( 738
)

 ( 7,260
)

 BALANCE AT DECEMBER 31,
 2023

 2,955,490

 - *

 35,866

 ( 26
)

 ( 29,360
)

 6,480

 ( 22
)

 6,458

 Balance

 2,955,490

 - *

 35,866

 ( 26
)

 ( 29,360
)

 6,480

 ( 22
)

 6,458

 CHANGES DURING THE YEAR
 ENDED DECEMBER 31, 2024:

 Issuance of shares for standby equity purchase
 agreement II

 6,666,667

 2,705

 -

 -

 2,706

 -

 2,706

 Issuance of shares to service providers

 2,436,080

 - *

 -

 -

 -

 Issuance of shares to employees and service
 providers

 2,436,080

 - *

 -

 -

 -

 Share based compensation to employee

 -

 -

 -

 -

 - *

 Share based compensation to employee and directors

 -

 -

 -

 -

 - *

 Treasury stock transaction due to change of
 control

 -

 -

 ( 3
)

 -

 ( 3
)

 -

 ( 3
)

 Comprehensive loss for
 the year

 -

 -

 -

 -

 ( 5,193
)

 ( 5,193
)

 ( 154
)

 ( 5,347
)

 BALANCE
 AT DECEMBER 31, 2024

 12,058,237

 39,327

 ( 26
)

 ( 34,553
)

 4,749

 ( 176
)

 4,573

 Balance

 12,058,237

 39,327

 ( 26
)

 ( 34,553
)

 4,749

 ( 176
)

 4,573

 (*)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 5

INC.

STATEMENTS OF CASH FLOWS

 (USD
in thousands)

 2024

 2023

 Year ended

 2024

 2023

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Loss for the
 year

 ( 5,347
)

 ( 7,260
)

 Adjustments required to
 reconcile net loss for the year to net cash used in operating activities:

 Issuance of shares to employees
 and service providers

 2,477

 Non- cash expenses in the
 Yaaran purchase transaction (note 9)

 -

 1,662

 to employees and directors

 Loss (gain) from sales
 of property and equipment

 - *

 ( 12
)

 Gain from standby equity
 purchase agreement (note 13(14))

 ( 428
)

 ( 1,158
)

 Expenses from standby equity
 purchase agreement II and promissory note (note 13(14))

 -

 Interest on loans

 -

 Change in fair value of warrant liability

 Change in fair value of
 investment in nonconsolidated affiliate

 1,299

 Change in fair value of
 long term loan

 -

 Change in fair value of
 solar project

 ( 44
)

 -

 Change in fair value of
 marketable securities

 ( 88
)

 -

 Exchange rate differences
 on operating leases

 Decrease (increase) in
 accounts receivable, net

 ( 36
)

 Decrease (increase) in
 inventories

 ( 40
)

 Decrease in prepaid expenses
 and other current assets

 Increase (decrease) in
 accounts payable

 ( 91
)

 Increase (decrease) in
 other liabilities

 ( 169
)

 Change in operating lease
 asset

 Change
 in operating lease liability

 ( 50
)

 ( 66
)

 Net
 cash used in operating activities

 ( 3,419
)

 ( 3,234
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Investment in nonconsolidated
 affiliate

 ( 250
)

 ( 1,542
)

 Proceeds from sales of
 property and equipment

 - *

 Long term loan granted

 ( 406
)

 -

 Investment in marketable
 securities

 ( 219
)

 -

 Short term loan granted

 ( 250
)

 -

 Solar
 photovoltaic joint venture project

 ( 764
)

 -

 Net
 cash used in investing activities

 ( 1,889
)

 ( 1,519
)

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from promissory
 note

 1,455

 Repayments of promissory
 note

 ( 1,543
)

 ( 700
)

 Proceeds from standby equity
 purchase agreement, net

 3,135

 3,473

 Net
 cash provided by financing activities

 3,047

 3,473

 Effect
 of exchange rate changes on cash and cash equivalents

 ( 8
)

 DECREASE IN CASH, CASH EQUIVALENTS
 AND RESTRICTED CASH

 ( 2,269
)

 ( 1,273
)

 CASH,
 CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR

 4,478

 5,751

 CASH,
 CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR

 2,209

 4,478

 Supplemental
 disclosure of cash flow information:

 Non
 cash transactions:

 Termination of lease liability

 -

 Initial recognition of
 operating lease liability

 -

 Issuance of shares in exchange
 for investment in nonconsolidated affiliate (see note 13(9))

 -

 Issuance of shares for
 future services

 Issuance of shares for
 commitment fee (see note 13(14))

 -

 Recognition of Prepaid
 Warrant Costs and Corresponding Warrant Liability

 -

 (*)

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 6

INC.

 NOTES

 (USD

 NOTE
1 – GENERAL

 A.
 Operations

Inc. (formerly Save Foods, Inc.) (the "Company") was incorporated on April 1, 2009, under the laws of the State of Delaware.

 On
November 6, 2023, the Company (which at that time was under the name Save Foods, Inc.) entered into an Agreement and Plan of Merger
(the "Merger Agreement") with N2OFF, Inc., a newly formed Nevada corporation and its wholly owned subsidiary (the
"Surviving Corporation"), pursuant to which, on the same date, the Company, as parent in this transaction, merged with
and into the Surviving Corporation (the "Reincorporation Merger"). The Reincorporation Merger was approved by the
Company's stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the
consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving
Corporation continued Company's business as the surviving corporation. On February 8, 2024, the Company's stockholders
approved the Company's name change to "N2OFF, Inc." which became effective on The Nasdaq Capital Market on March
19, 2024.

 On
April 27, 2009, the Company acquired from its stockholders 98.48 % of the issued and outstanding shares of Save Foods Ltd. including preferred
and ordinary shares. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces,
and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce.

 On
March 31, 2023, the Company entered into a securities exchange agreement with Plantify Foods, Inc. ("Plantify"), a Canadian
corporation traded on the TSX Venture Exchange ("TSXV"), which focuses on the development and production of "clean-label"
plant-based products - see Note 6 below for further information.

 On
August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd. and formed an Israeli subsidiary, NTWO OFF
Ltd. ("NTWO OFF") which focus on nitrous oxide ("N2O"), a potent greenhouse gas with significant global warming
ramifications (the Company, Save Foods Ltd. and NTWO OFF Ltd collectively, the "Group") - see Note 9 below for further information.

 The
Company's Common Stock is listed on The Nasdaq Capital Market under the symbol "NITO".

 B.
 Reverse
 stock split

 On
October 4, 2023, following the 2023 annual meeting of stockholders, the Company filed a Certificate of Amendment (the "Amendment")
to its Amended and Restated Certificate of Incorporation in Delaware to effect a one for seven reverse stock split of the Company's
outstanding Common Stock (the "Reverse Stock Split"). The Amendment became effective on October 5, 2023.

 As
a result of the Reverse Stock Split, every seven shares of the Company's outstanding Common Stock prior to the effect of that amendment
were combined and reclassified into one share of the Company's Common Stock. No fractional shares were issued in connection with
or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common
Stock remained unchanged.

 All
shares, stock option and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock
Split on a retroactive basis.

 F- 7

INC.

 NOTES

 (USD

 NOTE
1 – GENERAL (continued)

 C.
 Going
 concern uncertainty

 Since
inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 35
million. The Company has financed its operations mainly through financing by the issuance of the Company's equity from various
investors.

 The
Company's management expects that the Company will continue to generate losses and negative cash flows from operations for the
foreseeable future. Based on the projected cash flows and cash balances as of December 31, 2024, management currently is of the
opinion that its existing cash will be sufficient to fund operations until the beginning of the fourth quarter of 2025. As a result,
there is substantial doubt regarding the Company's ability to continue as a going concern.

 Management
plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships.
Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing
sufficient financing, it may need to cease operations.

 The
financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should
the Company fail to operate as a going concern.

 D.
 – Hamas war

 Following the October 7th attacks by Hamas terrorists in Israel's southern border, Israel declared war against Hamas and since then, Israel
has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and
through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following
the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets
and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with Hamas
and Lebanon (with respect to Hezbollah), and some Iranian proxies have declared a halt to their attacks, there is no assurance that these
agreements will be upheld, military activity and hostilities continue to exist at varying levels of intensity, and the situation remains
volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly
other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region.

 As
most of Company's operations are conducted in Israel and all members of Company's board of directors, management, as well as a
majority of Company's employees and consultants, including employees of it's service providers, are located in Israel, Company's
business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. The
factory of Plantify's subsidiary, Piece of Bean, was located in Kibbutz Gonen in the Golan Heights, and its business operation was
severely impacted by the war in Israel, which led Piece of Bean into voluntary insolvency proceedings. This, in turn, caused
Plantify to essentially become a company with no business activity. Any escalation or expansion of the war could have a negative
impact on both global and regional conditions and may adversely affect Company's business, financial condition, and results of
operations.

 The Company have experienced delays in it's pilots and packaging activities due to the war, as certain packing houses, such as Mehadrin,
have halted operations for the time being. Additionally, the Company anticipated engaging additional packing houses to conduct pilots
on strawberries and citruses with it's product, but, due to the war, the Company were unable to continue pursuing new collaborations for
these pilots, and the Company may not be able to resume any potential collaborations if the current war persists for an extended duration.
the Company are unable to predict how long the current conflict will last, as well as the repercussions these delays will have on it's
operations. If the Company are unable to renew it's pilots or collaborations with local packing houses it's financial results may be affected.

 The
Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of
its assets.

 F- 8

INC.

 NOTES

 (USD

 NOTE
2– SIGNIFICANT ACCOUNTING POLICIES

 These
consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America
(U.S. GAAP).

 A. Use of Estimates in the preparation of financial statements

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, certain revenues and expenses, and disclosure of contingent
assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable
to these financial statements, the most significant estimates and assumptions relate to calculation of fair value of the financial
instruments (see note 8).

 B. Functional currency

 A
majority of the Group's revenues is generated in U.S. dollars. In addition, most of the Group's costs are denominated and
determined in U.S. dollars. Management believes that the dollar is the currency in the primary economic environment in which the Group
operates. Thus, the functional and reporting currency of the Group is the U.S. dollar. Transactions and monetary balances in other currencies
are translated into the functional currency using the current exchange rate.

 Accordingly,
monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards
Codification ("ASC") 830, "Foreign Currency Matters". All transaction gains and losses of the remeasured monetary
balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate.

 C. Principles of consolidation

 The
accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany
balances and transactions have been eliminated on consolidation.

 D. Cash and cash equivalents, and restricted cash

 Cash
equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit),
that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the
date acquired.

 Restricted
cash as of December 31, 2024 and 2023 include $ 24 and $ 31, respectively, collateral account for the Group's corporate
credit cards and a lease liability and is classified in current assets.

 F- 9

INC.

 NOTES

 (USD

 NOTE

 E. Investment
in Marketable Securities

 We
account for our investments in equity securities in accordance with ASB ASC 321, Investments— Equity
Securities (FASB ASC 321). We measure equity investments at fair value with the related realized and unrealized gains
and losses recognized in our Consolidated Statements of Income. For equity investments without a readily determinable fair
value, we measure these at cost less impairment and adjusting for observable price changes in orderly transactions. We will apply
this measurement method to the investment until or if it becomes eligible to be measured at fair value, which is reassessed at each
reporting period. Investments in equity securities that we do not intend to hold for more than a year are presented in
"Marketable Securities" in our Consolidated Balance Sheets. Investments in equity securities that we intend to hold
for more than one year are included in "Investments in unconsolidated affiliate" in our Consolidated Balance
Sheets.

 F. Accounts receivables

 The
Group maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing
the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers
'financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. As
of December 31, 2024, and 2023, an allowance for doubtful debts in the amount of $ 42 and $ 64, respectively, is reflected in net
accounts receivable. The Group does not have any off-balance-sheet credit exposure related to its customers.

 G. Property, plant and equipment, net

 1.
 Property
 and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated
 using the straight-line method over the estimated useful lives of the assets. When an asset
 is retired or otherwise disposed of, the related cost and accumulated depreciation are removed
 from the respective accounts and the net difference less any amount realized from disposition
 is reflected in the Statements of Comprehensive Loss.

 2.
 Rates
 of depreciation:

 SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES

 %

 Furniture and office equipment

 7 - 15

 Machines

 10 - 15

 Computers

 Vehicle

 F- 10

INC.

 NOTES

 (USD

 NOTE

 H. Fair value

 Fair
value of certain of the Company's financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities
approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards
Codification ("ASC") 820, "Fair Value Measurements" which defines fair value, establishes a framework for measuring
fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

 Fair
value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants,
principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise.

 Valuation
techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach.
The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the
characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value
under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value
hierarchy for inputs and resulting measurement as follows:

 Level
1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

 Level
2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived
principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

 Level
3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the
fair values.

 Fair
value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in
their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded
disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period
attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses
included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

 F- 11

INC.

 NOTES

 (USD

 NOTE

 The
Company's financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as
follows:

 SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS

 Level

 Level

 Level

 Total

 As
 of December 31, 2024

 Level

 Level

 Level

 Total

 US$

 Assets:

 Investment in Plantify

 -

 -

 Investment in Solterra

 -

 -

 Solar photovoltaic joint
 venture project

 -

 -

 Loan granted to MitoCareX

 -

 -

 Convertible loan to

 -

 -

 Total
 assets

 -

 1,392

 2,302

 Level

 Level

 Level

 Total

 As
 of December 31, 2023

 Level

 Level

 Level

 Total

 US$

 Assets:

 Investment in Plantify

 -

 -

 Convertible loan to
 Plantify

 -

 -

 1,014

 1,014

 Total
 assets

 -

 1,014

 1,655

 The
following table presents the changes in fair value of the Level 1 assets for the period December 31, 2023 through December 31, 2024:

 SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS

 Changes
 in Fair value

 US$

 Assets:

 Outstanding at December 31,
 2023

 Fair value of shares issued under settlement
 agreement

 1,822

 Investment in Solterra

 Gain on marketable securities (Solterra)

 Changes in fair value

 ( 1,860
)

 Outstanding at December
 31, 2024

 F- 12

 INC.

 NOTES

 (USD

 NOTE

 The
following table presents the changes in fair value of the Level 3 assets for the period December 31, 2023 through December 31, 2024:

 Changes
 in Fair value

 US$

 Assets:

 Outstanding at December 31,
 2023

 1,014

 Credit facility to Plantify

 Loan granted to Solterra

 Loan granted to Solar project

 Loan granted to MitoCareX

 Share issued under settlement agreement
 in exchange for investment

 ( 1,822
)

 Changes in fair value

 Outstanding at December
 31, 2024

 1,392

 I. Asset acquisitions

 The
Company's consolidated financial statements include the operations of acquired subsidiaries from the date the Company gains control
over them.

 When
the screening test of ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business, suggests that substantially
all of the fair value of the gross assets of a subsidiary acquired is concentrated in a single asset or a group of similar assets, such
as a single IPR&D asset, the acquired net assets do not meet the definition of a business. Noncontrolling interests of a subsidiary
that does not meet the definition of a business are initially measured at fair value. For more details see note 9.

 J.
 Variable Interest Entities

 The
Company accounts for variable interest entities in accordance with ASC Topic 810, Consolidation ("ASC 810").
Under ASC 810, a variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity
to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics
of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the
VIE that most significantly impact the VIE's economic performance and the obligation to absorb the losses or the right to receive
benefits that could potentially be significant to the VIE.

 To
assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the
Company considers all the facts and circumstances including its ongoing rights and responsibilities. This assessment includes identifying
the activities that most significantly impact the VIE's economic performance and identifying which party, if any, has power over
those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to
direct the activities of the VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits
that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests,
and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant
decisions affecting the VIE, and the Company has an obligation to absorb the losses or the right to receive benefits that could potentially
be significant to the VIE, then the Company consolidates the VIE.

 K. Impairment of long-lived assets

 The
Group's long-lived assets are reviewed for impairment in accordance with ASC Topic 360, "Property, Plant and Equipment",
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to
be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31,
2024 or 2023.

 L. Income taxes

 The
Group accounts for income taxes in accordance with ASC Topic 740, "Income Taxes". Accordingly, deferred taxes are determined
utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying
amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted
tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided
for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

 The
Group accounts for unrecognized tax benefits in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement
recognition, measurement and disclosure of unrecognized tax benefits recorded in a Company's financial statements. According to
ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold to be recognized. Recognized tax positions are measured
as the largest amount that is greater than 50 percent likely of being realized. The Company's accounting policy is to present interest
and penalties relating to income taxes within income taxes; however, the Company did not recognize such items in its fiscal years 2024
and 2023 financial statements and did not recognize any amount with respect to an unrecognized tax benefit in its balance sheets.

 F- 13

INC.

 NOTES

 (USD

 NOTE

 M. Revenue recognition

 The
Group has revenue from customers. The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts,
and control of its products is transferred to its customers in an amount that reflects the consideration the Group expects to receive
from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance
obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations
in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered
distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other
resources that are readily available to the customer and (b) is separately identified in the contract. The Company considers a performance
obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct
the use and obtain the benefit of the product.

 The
Company's primary source of revenues is from sales of eco-friendly "green" products for the food industry. The Company
does not act as an agent in any of its revenue arrangements. Contracts with customers generally state the terms of the sale, including
the quantity and price of each product purchased. Payment terms and conditions may vary by contract, although terms generally include
a requirement of payment within a range of 30 to 90 days after the performance obligation has been satisfied. As a result, the contracts
do not include a significant financing component. In addition, contracts typically do not contain variable consideration as the contracts
include stated prices.

 N. Research and development expenses

and development expenses are charged to comprehensive loss as incurred.

 O.
 Royalty-bearing grants

 Royalty-bearing
grants from the Israeli Innovation Authority (the "IIA") for funding approved research and development projects are recognized
at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Save Foods Ltd will
comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis
of the costs incurred and reduce research and development costs. The cumulative research and development grants received by Save Foods
Ltd. from inception through December 31, 2024 and 2023, amounted to $ 156.

 As
of December 31, 2024, and 2023, the Group did not accrue or pay any royalties to the IIA since no revenues were recognized in respect
of the funded projects. In addition, the Group does not anticipate future sales related to these grants.

 P. Inventories

 Inventories
are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished
products and products in process are determined on the average cost basis. The Group regularly reviews its inventories for impairment
and reserves are established when necessary. During the year ended December 31, 2024 the Company wrote-off inventory at a cost of
$ 61.

 F- 14

INC.

 NOTES

 (USD

 NOTE

 Q. Basic and diluted loss per Common Stock

 Basic
loss per Common Stock is computed by dividing the loss for the period applicable to stockholders, by the weighted average number of shares
of Common Stock outstanding during the period. In computing diluted loss per share, basic loss per share is adjusted to reflect the potential
dilution that could occur upon the exercise of potential shares. Accordingly, in 2024 and 2023, no potential shares are considered.

 R. Stock-based compensation

 The
Group measures and recognizes the compensation expense for all equity-based payments to employees and nonemployees based on their estimated
fair values in accordance with ASC 718, "Compensation- Stock Compensation". Share-based payments including grants of stock
options are recognized in the statement of comprehensive loss as a compensation expense based on the fair value of the award at the date
of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Group has expensed compensation
costs, net of forfeitures as they occur, applying the accelerated vesting method, over the requisite service period or over the implicit
service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be
achieved.

 S. Concentrations of credit risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well
as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars
and New Israeli Shekels, are deposited with major banks in Israel and United States. The Group considers that its cash and cash equivalents
have low credit risk based on the credit ratings of the counterparties. The Company does not have any significant off-balance-sheet concentration
of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

 T. Commitments and Contingencies

 The
Group records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability
has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional
information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

 F- 15

INC.

 NOTES

 (USD

 NOTE

 U. Leases

 The
Group determines if an arrangement is or contains a lease at contract inception.

 The
Group is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease
right-of-use ("ROU") assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets.

 ROU
assets represent Group's right to use an underlying asset for the lease term and lease liabilities represent Group's obligation
to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on
the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company generally
uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease
payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The
Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise
that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 The
Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in
the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless
doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that
would result in a negative ROU asset balance is recorded in statement of comprehensive loss.

 V. New Accounting Pronouncements

 Recently
Adopted Accounting Standards

 Segment
Reporting: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures requires incremental disclosures related to an entity's reportable segments, including (i) significant segment expense categories
and amounts for each reportable segment that are provided to the chief operating decision maker ("CODM"), (ii) an aggregate
amount and description of other segment items included in each reported measure, (iii) all annual disclosures about a reportable segment's
profit or loss and assets required by Topic 280 to be disclosed in interim periods, (iv) the title and position of the individual or
the name of the group identified as the CODM and (v) an explanation of how the CODM uses the reported measures of segment profit or loss
to assess performance and allocate resources to the segment. The standard improves transparency by providing disaggregated expense information
about an entity's reportable segments. The standard does not change the definition of a segment, the method for determining segments
or the criteria for aggregating operating segments into reportable segments. This guidance is effective for annual reporting periods
beginning after December 15, 2023, and interim reporting periods beginning after December 15, 2024. The Company adopted this guidance
retrospectively, providing the additional disclosures as required. See note 23, for more information.

 F- 16

INC.

 NOTES

 (USD

 NOTE

 Accounting
Standards Not Yet Adopted

 Income
Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments
in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU
2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional
qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require
that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual
jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal,
state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after
December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.
The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently
evaluating this ASU to determine its impact on the Company's disclosures.

 In
November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40). The ASU improves the disclosures about a public business entity's expense and provides more detailed information
about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting
period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included
in each relevant expense caption (such as cost of sales, SG&A and research and development). Amounts remaining in relevant expense
captions that are not separately disclosed will be described qualitatively. Certain amounts that are already required to be disclosed
under currently effective U.S GAAP will be included in the same disclosure as the other disaggregation requirements. The amendments also
require disclosing the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. The ASU
is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15,
2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

 NOTE
3 – OTHER CURRENT ASSETS

 SCHEDULE OF OTHER CURRENT ASSETS

 2024

 2023

 2024

 2023

 Government Institutions

 Other receivable

 Other
 current assets

 F- 17

INC.

 NOTES

 (USD

 NOTE
4 – MITOCAREX TRANSACTION

 On
September 26, 2024, the Company entered into a non-binding letter of intent with MitoCareX Bio Ltd ("MitoCareX") and
SciSparc Ltd. ("SciSparc") and all other shareholders of MitoCareX ("Sellers") pursuant to which the Company
will acquire all outstanding securities of MitoCareX, from SciSparc and the Sellers thereby making it a wholly-owned subsidiary of
the Company. After the balance sheet date, the Company, entered into a securities purchase and exchange Agreement with the Sellers. The closing of
the agreement is contingent upon obtaining approval of the Company's stockholders by the requisite majority. See also note 24 below.

 On
December 22, 2024, the Company, entered into a Loan Agreement (the "Loan") with MitoCareX, and L.I.A. Pure Capital Ltd.,
an Israeli company ("Pure Capital"), and a consultant to the Company, pursuant to which the
Company agreed to lend $ 250
 (the "Principal") to MitoCareX. Interest
accrues on the Principal 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 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 the Company to MitoCareX during the first year following a transaction. Pure Capital has agreed to
guarantee the repayment of the Loan by MitoCareX. The Chief Executive Officer of MitoCareX is Dr. Alon Silberman, the brother of the
owner of Pure Capital, Kfir Silberman. In addition, Company's chairman of the board of directors and one of Company's directors
are also members of the board of directors of SciSparc.

 The
Company estimated the fair value of the Loan using a third-party appraiser by discounting the Principal and interest at a discount
rate of market interest for similar loans. The interest rate was determined, among other things, using the CAPM model, at 18 %
as of December 31, 2024. The Company calculated the loan at $ 234
as of December 31, 2024 and recorded interest expense in the amount of $ 16.

 See also note 24 below.

 F- 18

INC.

 NOTES

 (USD

 NOTE
5 – PROPERTY AND EQUIPMENT, NET

 SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

 2024

 2023

 2024

 2023

 Computers

 Furniture
 and office equipment

 Machines

 Vehicles

 Total
 cost

 Less
 - accumulated depreciation

 ( 244
)

 ( 228
)

 Total
 property and equipment, net

 For
the years ended December 31, 2024 and 2023, depreciation expenses were $ 18 and $ 21 respectively. During 2024, the Company sold fixed
assets with a cost of $ 3 and with accumulated depreciation in the amount of $ 3.

 NOTE
6 – INVESTMENT IN NONCONSOLIDATED AFFILIATE

 On
March 31, 2023, the Company entered into a Securities Exchange Agreement with Plantify, pursuant to which each party agreed to issue
to the other party 19.99 % of its issued and outstanding capital stock (the "Securities Exchange").

 Upon
the closing of the Securities Exchange on April 5, 2023, the Company issued 166,340 shares of its Common Stock to Plantify, which
amount represented 19.99 % of its outstanding capital stock as of immediately prior to the closing (and 16.66 % of the Company's
outstanding capital stock as of immediately following the closing), and Plantify issued 150,022 of its common shares to the Company representing
 19.99 % of Plantify's outstanding capital stock as of immediately prior to the closing (and 16.66 % of Plantify's outstanding
capital stock as of immediately following the closing).

 In
connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture (the "Debenture"), whereby
the Company agreed to lend CAD 1,500 thousands (approximately US$ 1,124) to Plantify. The Debenture accrued interest at a rate of 8 % annually
and was due to be repayable by Plantify on October 4, 2024. Outstanding principal under the Debenture was converted, at the Company's sole
discretion, into common shares of Plantify at a price of CAD 0.05 per share for the first 12 months of the Debenture issuance date and
CAD 0.10 per share thereafter. Accrued interest was converted at the market price of Plantify's common shares, subject to TSX
Venture Exchange approval at the time of conversion. Plantify executed a general security agreement in the Company's favor and
pledged to the Company the shares of Plantify' subsidiary, Peas of Bean Ltd.

 On
September 7, 2023, the Company purchased an additional 275,022 common shares of Plantify at a price of CAD 0.01 per common share (CAD 405
thousands), in a rights offering, resulting in an increase of approximately 7 % of the Company's ownership of the issued and outstanding
common shares of Plantify. Following the additional acquisition, the Company Owned at that time 425,044 common shares of Plantify, representing approximately
 23 % of its issued and outstanding common shares.

 F- 19

INC.

 NOTES

 (USD

 NOTE
6 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

 The
Company determined that it has a significant influence over Plantify and such investment is accounted for under the equity method of
accounting. At the initial recognition of the equity investment, the Company elected the fair value option where subsequent changes in
fair value are recognized in earnings. If the fair value option is applied to an investment that would otherwise be accounted for under
the equity method, the Company applies it to all its financial interests in the same entity (equity and debt, including guarantees) that
are eligible items.

 The
equity investment in common shares of Plantify is classified within Level 1 in the fair value hierarchy as the valuation can be obtained
from real time quotes in active markets, and is measured based on Plantify's closing stock price and prevailing foreign exchange
rate at each balance sheet date and the changes in fair value are reflected in gain (loss) on equity investments, net in the consolidated
statement of income.

 As
of December 31, 2023, the Company estimated the fair value of the conversion feature loan using the Black-Scholes option pricing model
with assistance of a third-party appraiser. The assumptions used to perform the calculations are detailed below:

 SCHEDULE OF FAIR VALUE CONVERSION

 Fair
 value of the conversion feature

 31, 2023

 Expected
 volatility (%)

 135.70
 %

 Risk
 free interest rate (%)

 5.08
 %

 Expected
 dividend yield

 0.0
 %

 Contractual
 term (years) (*)

 0.25

 Conversion
 price (Canadian dollars)

 (US$ 0.04)
 CAD 0.054

 Underlying
 share price (Canadian dollars)

 (US$ 0.01)
 CAD 0.01

 Fair
 value (U.S. dollars in thousand)

 $

 (*)
 As of December
31, 2023 the Company estimated that the probability that the Debenture would be converted following 12 months is minimal.

 The
significant observable inputs used in the fair value measurement of the conversion feature are mainly the expected volatility and risk
free interest rate. Significant changes in any of those inputs in isolation would have resulted in a change in the fair value measurement.

 The
fair value of the debt component as of December 31, 2023, of the Debenture was estimated with the assistance of a third-party
appraiser by discounting the principal and interest at a discount rate of market interest for similar loans. The interest rate was
determined, among other things, based on the potential risk factor of the debt investment in Plantify, at 25.4 %.

 On
April 2, 2024, the Company's board of directors approved a binding term sheet for a credit facility of up to $ 250 and bearing interest
at a rate of 8 % per annum (the "Credit Facility") to Plantify. Each drawdown was due to be repaid by Plantify within twelve months
provided any outstanding amounts as of the end of the term must be repaid within ninety days. The Credit Facility was utilized in full
by Plantify as of November 2024.

 The
factory of Plantify's subsidiary, Peas of Bean, was located in Kibbutz Gonen in the Golan Heights, and its business operation
was severely impacted by the war in Israel, which led Peas of Bean into voluntary insolvency proceedings. This, in turn, caused Plantify
to essentially become a company with no business activity.

 F- 20

INC.

 NOTES

 (USD

 NOTE
6 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

 On
November 15, 2024, the Company 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 the Company at CAD 0.848
per share in full payment of debt owed to the Company in aggregate amount of CAD 2,053
thousands (approximately $ 1,437) (the "Debt"). The Debt consisted of (i) CAD 1,691
thousands (approximately $ 1,179), representing the principal and accrued interest on the Debenture and (ii) US$ 258
representing the principal and accrued interest on the Credit Facility. 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 the Company.

 As
a result of such Settlement Agreement and the issuance the Settlement Shares, the Company's holding in Plantify increase to
approximately 65 %
of the outstanding shares of Plantify. On December 20, 2024 and following additional, issuance by Plantify of shares as part of a
private placement, the Company's holding in Plantify decreased to approximately 27 %
of the outstanding shares of Plantify.

 On
January 12, 2025, Plantify informed the Company that it issued shares to an additional lender as debt settlement. As a result of the
issuance of shares, the ownership by the Company in Plantify was reduced to approximately 25 %.

 Since
the increase in holdings was for a limited period of time and Plantify did not have continuity of operations at the time of the Settlement Agreement, the Company
did not consolidated the financial statements of Plantify for the said period, except for the treasury stock transaction due to
changes in control, which was estimated by the Company at $ 3.

 For
the year ended December 31, 2024 and for the period between April 5, 2023 through December 31, 2023, an unrealized loss of $ 1,299
and $ 714,
respectively, was recorded in loss on investment in nonconsolidated affiliate in the Company's consolidated statements of
comprehensive loss.

 The
following tables present Plantify's summarized financial information. The period presented in the table below commenced on April
5, 2023 when the Company retained an equity investment in Plantify:

 SCHEDULE OF EQUITY INVESTMENT

 Year
 ended

 31, 2024

 April
 5, 2023

 Through

 31, 2023

 Revenue

 Gross
 loss

 ( 170
)

 ( 73
)

 Net
 loss

 ( 3,399
)

 ( 1,839
)

 As
 of

 31,

 As
 of

 31,

 2024

 2023

 Current
 assets

 Noncurrent
 assets

 1,766

 Current
 liabilities

 1,724

 2,187

 Stakeholders
 deficit

 ( 1,698
)

 ( 643
)

 F- 21

INC.

 NOTES

 (USD

 NOTE
7 – INVESTMENT AND LOAN TO SOLTERRA

 1.
 On
 June 30, 2024, the Company entered into a 24 months Loan Agreement (the "Loan Agreement")
 with Solterra Renewable Energy Ltd. ("Solterra") and certain other lenders (collectively,
 the "Lenders") pursuant to which the Lenders committed to loan Solterra the aggregate
 principal amount of 500 thousands (approximately
 $ 542)
 ( 375 thousands (approximately
 $ 406)
 of which was committed by the Company) with interest accruing on the principal at the rate
 of 7 %
 per annum, to be paid annually beginning June 30, 2025 until the repayment of the loan Solterra
 shall have the option to convert the Loan Agreement to the shares of Solterra Energy Ltd
 ("SE") (formerly AI Conversation Systems Ltd.) an Israeli company (which merger
 was closed at November 24, 2024) at a price which is the lowest price per share of SE under
 which it raises capital in in the period starting the date of the Loan Agreement and the
 loan conversion. In the event the loan is not converted or repaid in full within 9 months
 from the closing date of the merger then the interest rate shall increase from 7 %
 to 12 %
 per year. On July 8, 2024, the Company transferred 375 thousands (approximately
 $ 406).
 The Company estimated the fair value of the Loan Agreement using a third-party appraiser
 by discounting the principal and interest at a discount rate of market interest for similar
 loans. The interest rate was determined, among other things, based on the other similar loans
 granted to Solterra, at 32.7 %
 as of December 31, 2024. The Company calculated the fair value of the Loan Agreement at $ 350 as of December
 31, 2024.

 The
Company's chairman of the board of directors is also a director of SE.

 2.
 On
 November 27, 2024, the Company acquired 100,000
 shares of SE for a total consideration of NIS 300
 thousands (approximately $ 82).
 Subsequently, on December 31, 2024, the Company acquired an additional 167,000
 shares of SE for a total consideration of NIS 501 thousands (approximately $ 137).

 As
of December 31, 2024, the Company recorded gain from the increase in the fair value of the shares in the amount of $ 88.

 NOTE
8 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT

 On
July 31, 2024, the Company entered into a Loan and Partnership Agreement (the "Loan and Partnership Agreement"), with Horizons
RES PE1 UG (haftungsbeschr nkt) & Co. KG (the "Partnership"), Solterra, and the Lenders (as defined in section 7(1)
above), pursuant to which the Lenders committed to loan the Partnership (the "Loan") an aggregate principal amount of
 2,080
 thousands (approximately $ 2,288)
( 1,560
 thousands (approximately $ 1,716)
of which was committed by the Company) for projects in the solar energy sector. Interest accrues on the loan at the rate of 7 %
per annum. The Loan matures on the earlier of (i) the sale of the Partnership or (ii) five years from the date of the Loan and Partnership
Agreement.

 All
loans to the Partnership from Solterra will be subordinate to the Loan.

to the Loan and Partnership Agreement, the Lenders are entitled to participation rights of 50% (of which the Company will be entitled
to receive 50% thereof) of the Partnership's profits (the "Profits"), whether directly or by way of 50% membership
or ownership in the Partnership, or through legal rights for the distribution of 50% of the Partnership's Profits where Solterra
acts as a trustee on behalf of the Lenders (the "Profit Rights Alternatives"). The Lenders will decide within three months
from the date of the Loan and Partnership Agreement on the chosen Profit Right Alternative.

 Proceeds
from the sale of a Partnership asset must first be used to repay the Lenders, pro rata with each Lender's respective portion of
the Loan.

 Repayment
of the Loan is secured by a lien on Solterra's interests in the Partnership.

 If
a Lender defaults on a payment schedule as scheduled in the Loan and Partnership Agreement, such Lender's rights to Profits will
be proportionately decreased, based on the amount of the Loan that was actually provided by such Lender to the Partnership out of its
Loan commitment amount.

 As
of December 31, 2024 the Company made payments in the amount of 705
 thousands (approximately $ 764)
and was committed to pay of 353 thousands (approximately $ 365) for the third milestone in connection with the Loan and Partnership
Agreement.

 F- 22

INC.

 NOTES

 (USD

 NOTE
8 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)

 The Company considered the Loan to the Partnership under ASC 810-10, Variable Interest Entities (VIE) and evaluated whether it is the
primary beneficiary. Primary beneficiary requiring both (i) power to direct significant activities and (ii) exposure to significant financial
benefits or losses. The Company has provided 75% of Loan and is entitled to receive only 25% of the Profits and does not have the power
to direct the most significant activities of the Partnership and, therefore, it is not considered the primary beneficiary. As of December
31, 2024, the Company did not consolidated the Partnership.

 The
Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such
as, probability of completion of the project based on key milestones, scenarios for the expected project's cash realization
value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were
discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of
the project as of the valuation date. The interest rate was determined at 9.18 %
as of December 31, 2024. The Company calculated the Loan Agreement at 1,133
thousands (approximately $ 1,173)
as of December 31, 2024. Changes in fair value of an investment calculated at $ 44
were recorded in changes in fair value of investments measured under the fair value in
the comprehensive loss. The Loan Agreement is presented in the balance sheet net of the commitment to pay 353
thousands (approximately $ 365).

 NOTE
9 – A CONSOLIDATED ENTITY

 On
August 29, 2023, the Company closed exchange transactions (the "Exchange"), pursuant to the terms of a stock exchange agreement,
entered on July 11, 2023, as amended on July 24, 2023 and August 13, 2023, by and among the Company, Save Foods Ltd., Yaaran Investments
Ltd., an Israeli company ("Yaaran"), and a yet-to-be formed Israeli company ("NewCo"), (the "Exchange Agreement").
The closing conditions for the consummation of the Exchange, required, among other things, the incorporation of NewCo in the State of
Israel. On August 29, 2023, NewCo was incorporated under the name of "Nitrousink, Ltd." and issued the Company 4,200,000
shares, representing 60 % of its share capital on a fully diluted pre-closing basis in exchange for 223,008 shares of Common Stock of
the Company, issued to Yaaran on July 27, 2023, which amount represented 19.99 % of the Company's outstanding capital stock as of
immediately prior to the Exchange (and 16.66 % of the Company's outstanding capital stock as of immediately following the Exchange).
As a result of such, N2OFF became a majority-owned subsidiary of the Company. On February 21, 2024, Nitrousink, Ltd. changed its name
to NTWO OFF. As of December 31, 2023, the Company owns 60% of the share capital of NTWO OFF, Yaaran owns 30% and the Agricultural
Research Organization - Volcani Institute owns 10%. See also note 13(15) below.

 As
part of the Exchange Agreement, the Company committed to support NTWO OFF's commercialization efforts of certain technologies researched
and developed (the "License") together with the Government of Israel on behalf of the State of Israel, represented by the
Head of Agricultural Research Organization and the Treasurer of A.R.O., by making available up to $ 1.2 million in three conditional installments.
As of December 31, 2023 the Company paid the first installment in the amount of $ 400, of which $ 160 were recorded as transaction with
non-controlling interests. The Company is currently assessing the business potential of NTWO OFF.
As of December 31, 2024, the Company has not yet made the second payment of $ 400.

 At
the Exchange date, NTWO OFF was determined to be excluding substantive process as required under the definition of business in accordance
with the provisions of ASC Topic 805 "Business Combination". In addition, it was determined that the License representing
IPR&D had no alternative future use and therefore the entire purchase price allocated to the acquired IPR&D in the amount of
$ 1,662 was charged to expense at the acquisition date as part of "Research and Development expenses" in the accompanying
consolidated statement of comprehensive loss for the year ended December 31, 2023.

 NOTE
10 – OTHER LIABILITIES

 SCHEDULE OF OTHER LIABILITIES

 2024

 2023

 2024

 2023

 Employees and related institutions

 Accrued expenses

 Operating lease liabilities

 Other
 liabilities

 F- 23

INC.

 NOTES

 (USD

 NOTE
11 – COMMITMENT AND CONTINGENT LIABILITIES

 A.
 Save
 Foods Ltd. Is committed to pay royalties to the IIA on the proceeds from sales of products
 resulting from research and development projects in which the IIA participates by way of
 grants. In the first 3 years of sales the Company will pay 3% of the sales of the product
 which was developed under IIA research and development projects. In the fourth, fifth and
 sixth years of sales, the Company shall pay 4% of such sales and thereafter the Company will
 pay 5% of up to 100% of the amount of grants received plus interest at SOFR for 12 months.
 Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures.
 There were no future performance obligations related to the grants received from the IIA.
 As of December 31, 2024 and 2023, the contingent liabilities with respect to grants received
 from the IIA, subject to repayment under these royalty agreements on future sales is $ 156,
 not including interest. As of December 31, 2024, and 2023, the Company did not accrue for or pay any
 royalties to the IIA as no revenue related to the funded projects has yet been generated.

 B.
 On
 September 22, 2020, the Company entered into a non-exclusive Commission Agreement with Earthbound
 Technologies, LLC ("EBT") for a period of 12 months, according to which EBT will
 introduce the Company to potential clients, pre-approved by the Company ("Introduced
 Parties") and will assist the Company in finalizing commercial agreements with the
 Introduced Parties. In consideration for its services, the Company agreed to pay EBT 12.5 %
 of the net revenues generated from Introduced Parties (during the agreement period and within
 18 months following the termination of the agreement) up to a total aggregated amount of
 $ 2,000, provided that the compensation shall not exceed 25 % of the Company's gross
 profit under the given commercial agreement signed with the Introduced Party. In addition,
 in the event that the aggregated net revenues generated from Introduced Parties were to exceed
 $ 500, and subject to board approval, the Company would be required to issue to EBT options
 to purchase 1,021 shares of Common Stock at an exercise price of $ 58.80 per share. In the
 event that certain additional events detailed in the agreement were to occur, the Company
 will also issue to EBT, subject to Board approval, additional options to purchase 1,021 shares
 of Common Stock at an exercise price of $ 58.80 per share. Such events have not occurred as
 of balance sheet date.

 C.
 On
 June 1, 2021 the Company terminated its October 10, 2018, consulting agreements with two
 of its consultants and signed new consulting agreements with the parties pursuant to which
 the consultants will provide the Company with business development and strategic consulting
 services including ongoing consulting for the Company, board and management. The agreements
 may be terminated by either party upon 30 days prior written notice. The Company would pay
 each, a monthly fee of $ 13, and $ 2 as reimbursement of expenses. In addition, the Company
 agreed to pay the consultants 5 % of any gain generated by the Company exceeding an initial
 gain of 25 % due to any sale, disposition or exclusive license of activities, securities,
 business, or similar events initiated by each the consultants. In addition, each consultant
 is entitled to a special bonus for assisting with business opportunities or other specified
 events ("Consultant Engagements"), authorized by the CEO or the Chairman of the
 Board. On December 20, 2023 the board approved to compensate each of the consultants in the
 amount of $ 100 and $ 10 reimbursement of expenses incurred. On September 9, 2024 the board
 approved to compensate each of the consultants in the amount of $ 75. On November 5, 2024
 the Company approved to compensate each of the consultants in the amount of $ 13 and one of
 the consultants received amount of $ 7 reimbursement of expenses incurred.

 D.
 On
 January 26, 2023, the Company entered into an advisory agreement with a consultant for a
 period of ninety days. According to the agreement, the consultant will provide advisory services
 to the Company in connection with pursuing and evaluating entering into an equity purchase
 agreement (the "Equity Purchase Agreement") with an institutional investor. The
 Company will pay a success fee (the "Success Fee") in the amount equal to 6 %
 of the gross proceeds received by the Company under any such equity purchase agreement to
 be paid within five business days of each receipt of funds. However, with respect to any
 amount received by the Company from certain investors, the Success Fee will be 5 %. On July
 20, 2023, the term of the agreement was extended until October 12, 2023. On December 13,
 2023, the term was further extended to May 12, 2024 and the consultant will be entitled to
 receive 3% of the gross proceeds received by the Company under the financing to be paid.
 As of December 31, 2024 and 2023 the Company paid a Success Fee in the amount of $ 94 and
 $ 175 to the consultant.

 F- 24

INC.

 NOTES

 (USD

 NOTE
11 – COMMITMENT AND CONTINGENT LIABILITIES (continued)

 E.
 On
 October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd.
 (the "Lender") for financing of up to EUR 6,000 thousands (the "Pure Capital
 Credit Facility"), EUR 2,000 thousands of which may be used to finance the Loan and
 Partnership Agreement in Germany (see note 8 above), and the remaining EUR 4,000 thousands
 for any other projects subject to pre-approval by the Lender.

 Interest
under the Pure Capital Credit Facility will accrue at the rate of 7 % per annum and is payable in advance by the Company and deducted
from each drawdown for a period of twenty-four months.

 The
Pure Capital Credit Facility will terminate on the earlier of the drawdown of all of the EUR 6,000 thousands or five years from the date
of the facility agreement (the "Drawdown Period"). The Company must repay amounts borrowed under the Pure Capital Credit
Facility from the proceeds derived from the pre-approved projects or 33 % of the proceeds from other Company financing transactions during
the Drawdown Period. Thereafter, any unpaid amount may be paid from any other sources.

 In
addition, under the facility agreement, the Company agreed to issue the Lender a five -year warrant (the "Warrant") to purchase
 1,850,000 shares of its common stock (the "Warrant Shares"), with an exercise price of $ 1.00 per share.

 The
Warrant Shares will be exercisable immediately after the issuance. Furthermore, the exercise price and number of Warrant Shares are subject
to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events,
as detailed in the Warrant.

 In
the event of a fundamental transaction, as detailed in the Warrant, the successor entity will be required to assume the
Company's obligations under the Warrant. The Lender may also request the Company to buy back the Warrant for its Black Scholes
Value in cash. The Warrants included certain price adjustments based on separate actions that caused it not to be indexed to the
Company's own stock.

 On
December 5, 2024, the Lender has agreed, pursuant to a waiver agreement with the Company, not to exercise the Warrant until the
Company has obtained stockholder approval. Such approval has not yet been obtained.

 The
Company estimated the fair value of the Warrant Shares as of October 1, 2024 and December 31, 2024, using the Black-Scholes option pricing
model. The assumptions used to perform the calculations are detailed below:

OF WARRANT ASSUMPTIONS USED

 Fair value of the conversion feature

 October 1, 2024

 December 31, 2024

 Expected volatility (%) (*)

 117.19
 %

 117.68
 %

 Risk free interest rate (%)

 3.51
 %

 4.38
 %

 Expected dividend yield

 0.0
 %

 0.0
 %

 Expected term of options (years)

 Exercise price (US dollars)

 $

 $

 Share price (US dollars)

 $
 0.0247

 $
 0.248

 Fair value (U.S. dollars)

 $

 $

 (*)
 The expected volatility
was based on the historical volatility of the share price of the Company.

 As
of December 31, 2024, no
drawdowns were made under the Facility Agreement. See note 24 (2) below.

 NOTE
12 – LEASES

 A.
 The
 components of operating lease cost for the years ended December 31, 2024 and 2023 were as
 follows:

OF OPERATING LEASE COST

 2024

 2023

 Operating lease costs

 B.
 Supplemental
 cash flow information related to operating leases was as follows:

OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE

 2024

 2023

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating leases

 Right-of-use assets obtained in exchange for lease obligations (non-cash):

 Operating leases

 -

 F- 25

INC.

 NOTES

 (USD

 NOTE
12 – LEASES (continued)

 C.
 Supplemental
 balance sheet information related to operating leases was as follows:

OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES

 2024

 2023

 Operating leases:

 Operating leases right-of-use asset

 Current operating lease liabilities

 Non-current operating lease liabilities

 -

 Total operating lease liabilities

 Weighted average remaining lease term (years)

 0.92

 1.08

 Weighted average discount rate

 %

 %

 D.
 Future
 minimum lease payments under non-cancellable leases as of December 31, 2024 were as follows:

OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES

 2024

 2025

 Total operating lease payments

 Less: imputed interest

 -

 Present value of lease liabilities

 In
September 2021, the Company signed a lease agreement for an office and operational space in Neve Yarak, Israel for a period of 1 year
with monthly payments of $ 2 and an option to extend the agreement for an additional 2 years with monthly payment of $ 2.5 in the first
option period and $ 2.75 in the second option period. The Company exercised its option to extend the lease agreement for an additional
 2 years. On August 5, 2024, the lease agreement was extended for an additional one-year period, until August 31, 2025 with monthly payments
of $ 2.4.

 In
December 2021, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $ 1. During August 2023,
the Company terminated the lease agreement.

 On
December 15, 2021, the Company entered into a lease agreement for office space in Miami (the "Miami Lease"). The Miami
Lease is for a period of 1
year with monthly payments of $ 0.6
and an option to extend the agreement for an additional 1
year with monthly payments of $ 0.63.
A lease right-of-use asset and a related liability in the amount of $ 15
have been recognized in the balance sheet in respect of this lease. The Company exercised its option to extend the lease agreement
for an additional year. On December 15, 2023, the Company entered into a new lease agreement for office space in Miami for a period
of 1
year with monthly payments of $ 0.67
and an option to extend the agreement for an additional 1
year with monthly payments of $ 0.7.
The Company exercised the option. A lease right-of-use asset and a related liability in the amount of $ 16
have been recognized in the balance sheet in respect of this lease.

 In
January 2022, the Company signed a car rental lease agreement for a period of 3 years with monthly payments of $ 1.

 F- 26

INC.

 NOTES

 (USD

 NOTE
13 – STOCKHOLDERS' EQUITY

 Description
of the rights attached to the Shares in the Company:

 Common
Stock:

 Each
share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not
permitted to vote their shares cumulatively. Accordingly, the stockholders of the Company's Common Stock who hold, in the aggregate,
more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of
Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise
provided by law.

 Transactions:

 1.
 In
 connection with Mr. Joachim Fuchs' appointment as Chairman of the board of directors
 of Save Foods Ltd, on February 10, 2022, Save Foods Ltd. entered into a consulting agreement
 with Mr. Fuchs., pursuant to which Mr. Fuchs will be paid a monthly fee of NIS 5 thousands
 (approximately $ 2) and subject to the Board approval, 1,286 shares of common Stock and, subject
 to the terms of the equity incentive plan to be adopted by the Company, options to purchase 6,015 shares of Common Stock which represented 1.5% of the Company's' outstanding
 capital stock as of the date of the agreement of which (1) 0.5% of such options have an exercise
 price of $ 7.00 per share and vest in 4 equal installments during the 12 month period commencing
 on January 1, 2022 (the "Effective Date"), (2) 0.5% of such options have an exercise
 price of $8.75 and l vest in 4 equal installments during the 12 month period following the
 12 month anniversary of the Effective Date, (3) 0.5% of such options have an exercise price
 of $10.50 and vest in 4 equal installments during the 12 month period following the 24 month
 anniversary of the Effective Date. The Company determined the fair value of the options at
 $ 91.

 On
March 29, 2023, the Board approved an amendment to the consulting agreement pursuant to which Mr. Fuchs will receive monthly compensation
of $ 1 and 7,143 restricted shares of Common Stock under the Company's 2022 Share Incentive Plan in lieu of the above-described
options. These shares are subject to a twenty four month lockup period. See paragraph 8 below.

 On
August 21, 2024 the Company issued a one-time bonus of 10,000 shares of common stock in connection with Mr. Fuchs departure from Save
Foods Ltd. The shares were estimated at $ 3 based on the share price of the common stock on date of termination agreement.

 2.
 On
 March 10, 2022, the Company entered into an Investor Relations Agreement with a consultant
 for a period of 12 months pursuant to which the Company will pay the consultant for his services
 a monthly fee of $ 11 and will issue 2,000 shares of Common Stock of the Company. The shares
 were issued on March 10, 2022. During the year ended December 31, 2023, the Company recorded
 share-based compensation expenses of $ 84 in respect of the above shares.

 3.
 On
 September 6, 2022, the Company entered into a Services Agreement with a consultant. pursuant
 to which the consultant will provide the Company with strategic advisory services for a
 period of six months. The Company agreed to pay the consultant $ 275 for his services of which
 $ 195 were recorded as investor relations expenses as of December 31, 2023. In addition, the
 Company issued 7,143 shares of Common Stock to the consultant during the year ended December
 31, 2022. During the year ended December 31, 2023, the Company recorded share-based compensation
 expenses of $ 41 in respect of the above shares.

 F- 27

INC.

 NOTES

 (USD

 NOTE
13 – STOCKHOLDERS' EQUITY (continued)

 4.
 On
 October 26, 2022, the Board approved the issuance of 7,143 shares of Common Stock to a consultant
 pursuant to an investor relations consulting agreement and quarterly issuances of 1,286 shares
 of Common Stock commencing January 1, 2023 and ending on December 31, 2024. On each of January
 2, 2023, April 3, 2023, August 7, 2023 and November 8, 2023, the Company issued 1,286 shares
 of Common Stock. In addition, on December 20, 2023, the Board approved the issuance of 111,553
 shares of Common Stock to the consultant. On December 21, 2023, the Company issued 111,553
 shares of Common Stock. The Company determined the value of the shares issued based on the
 share price of the date of the board approval. The Company recorded share based compensation
 expenses of $ 272 for the year ended December 31, 2023. On March 18, 2024 and July 25, 2024,
 the Company issued 1,286 shares of common stock to a consultant for consulting services provided
 to the Company. The shares were estimated at $ 36 based on the share price of the common stock
 on October 26, 2022. As of December 31, 2024, the Company recorded the commitment to issue
 an additional 2,572 shares estimated at $ 36.

 5.
 On
 October 26, 2022, the Board approved the quarterly issuances of 715 shares of Common Stock
 to each of two consultants commencing on January 1, 2023, and ending on December 31, 2024.
 On January 2, 2023, April 3, 2023 and August 7, 2023, the Company issued 715 shares of
 Common Stock to each of the consultants. The Company determined the value of the shares issued
 based on the share price on the date of the board approval. The Company recorded share-based
 compensation expenses of $ 60 for the year ended December 31, 2023.

 On
August 3, 2023, the Board approved the issuance of a one-time bonus of 21,428 shares of Common Stock to each of the two consultants.
On August 7, 2023, the Company issued 21,428 shares of Common Stock to each of the consultants. In addition, on December 20, 2023, the
Board approved the issuance of 100,000 shares of Common Stock to each of the two consultants. On December 21, 2023, the Company issued
 100,000 shares of Common Stock for each of the consultants. The Company determined the value of the shares issued based on the share
price of the date of the board approval. As of December 31, 2023, the Company recorded share-based compensation expenses of $ 533.

 6.
 On
 January 20, 2023, the Company entered into a consulting agreement with a consultant for a
 period of twelve months pursuant to which the Company will issue on a quarterly basis, subject
 to the approval of the board (a) 3,572 restricted shares of the Company's Common Stock
 for services rendered for the first quarter of 2023, and (b) 2,143 restricted shares of Common
 Stock for services rendered for each subsequent quarter of 2023, such that the consultant
 will receive an aggregate of 10,001 restricted shares of Common Stock.

 On
February 13, 2023, the Company issued 3,572 shares of Common Stock.

 On
April 27, 2023, the Company issued 2,143 shares of Common Stock. The Company determined the value of the shares issued based on the share
price of the date of board approval. The Company recorded share-based compensation expenses of $ 48 for the year ended December 31,
2023.

 On
June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months pursuant to which the Company
will issue, subject to the approval of the board, 32,143 restricted shares of the Company's Common Stock. These shares will be
subject to a lockup period pursuant to the following schedule: (a) 10,715 shares of Common Stock upon the six month anniversary of the
agreement date, (b) 10,714 shares of Common Stock upon the nine month anniversary of the agreement date, and (c) 10,714 shares of Common
Stock upon the twelve month anniversary of the agreement date.

 On
June 21, 2023, the Company issued 32,143 restricted shares of Common Stock. The Company determined the value of the shares issued at
$ 147 based on the share price on the agreement date, of which $ 59 and $ 32 was recorded as share based compensation expenses during the
year ended December 31, 2024 and 2023, respectively and the remaining was classified as prepaid expenses in other current assets.

 On
November 15, 2023, the consulting agreement dated June 14, 2023, was amended pursuant to which the consultant will receive additional
 20,000 restricted shares of Common Stock. On November 20, 2023, the Company issued 20,000 restricted shares of Common Stock. The Company
determined the value of the shares issued at $ 44 based on the share price on the amendment to the agreement date, of which $ 14 and $ 10
was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively and the remaining was
classified as prepaid expenses in other current assets.

 F- 28

INC.

 NOTES

 (USD

 NOTE
13 – STOCKHOLDERS' EQUITY (continued)

 On
May 8, 2024 the Company issued 30,000 shares of common stock to the consultant, for services provided to the Company pursuant to an amendment
of a consulting agreement, dated November 15, 2023. The shares were estimated at $ 31 based on the share price of the common stock on
May 8, 2024.

 7.
 On
 March 29, 2023, the board approved an amendment to the consulting agreement with EU Agritech
 Investment Ltd. ("EU Agritech"), pursuant to which EU Agritech will receive $ 100
 in restricted shares of Common Stock to be issued on the effective date of the amendment
 as compensation for the first twelve months of services provided to the Company. On April
 3, 2023, the Company issued 21,009 shares of Common Stock to EU Agritech. During the year
 ended December 31, 2023, the Company recorded $ 100 as share based compensation expenses.

 8.
 On
 March 29, 2023, the board approved the issuance of an equity grant to executive officers,
 employees, directors and consultants of an aggregate of 142,860 shares of Common Stock (such
 number includes the restricted shares issued pursuant to the amendment of the consulting
 agreement with Joachim Fuchs as detailed in paragraph 1 above. Such shares were issued on
 April 3, 2023. The Company estimated the value of the shares issued at $ 678 based on the
 share price of the date of the board approval and recorded $ 678 as share based compensation
 expenses during the year ended December 31, 2023.

 9.
 On
 March 31, 2023, the Company entered into the securities exchange agreement with Plantify
 pursuant to which the Company and Plantify agreed to issue 19.99 % of its issued and outstanding
 capital stock on a pre-closing basis to the other. Upon the closing of the securities exchange
 on April 5, 2023, the Company issued 166,340 shares of Common Stock to Plantify (see note
 6 above).

 10.
 On
 May 28, 2023, the Company entered into a consulting agreement with a consultant for a period
 of 18 months pursuant to which the Company will issue, subject to the approval of the board,
 25,715 restricted shares of the Company's Common Stock. These shares will be subject
 to a lockup period pursuant to the following schedule: (a) 8,572 shares of Common Stock upon
 the six months anniversary of the agreement date, (b) 8,572 shares of Common Stock upon the
 nine months anniversary of the agreement date, and (c) 8,571 shares of Common Stock upon
 the twelve months anniversary of the agreement date.

 On
June 21, 2023, the Company issued 25,715 restricted shares of Common Stock. The Company determined the value of the shares issued at
$ 122 based on the share price on the agreement date, of which $ 75 and $ 47 was recorded as share based compensation expenses during the
year ended December 31, 2024 and 2023, respectively.

 11.
 On
 May 28, 2023, the Company entered into a consulting agreement with a consultant for a period
 of two years pursuant to which the Company will issue, subject to the approval of the board,
 35,715 restricted shares of the Company's Common Stock. These shares will be subject
 to a lockup period pursuant to the following schedule: (a) 11,905 shares of Common Stock
 upon the six month anniversary of the agreement date, (b) 11,905 shares of Common Stock upon
 the nine month anniversary of the agreement date, and (c) 11,905 shares of Common Stock upon
 the 12 month anniversary of the agreement date.

 On
June 21, 2023, the Company issued 35,715 restricted shares of Common Stock. The Company determined the value of the shares issued at
$ 170 based on the share price on the agreement date, of which $ 85 and $ 51 was recorded as share based compensation expenses during the
year ended December 31, 2024 and 2023, respectively and the remaining was classified as prepaid expenses in other current assets.

 12.
 On
 June 15, 2023, the Company entered into a consulting agreement with a consultant for a period
 of three months pursuant to which the Company will issue, subject to the approval of the
 board, the following: (a) restricted Common Stock representing an aggregate value of $ 75,
 upon the execution of the agreement, and (b) a monthly cash fee of $ 5.

 The
Company issued an aggregate of 16,485 shares of Common Stock and recorded $ 75 as share based compensation expenses during the year ended
December 31, 2023.

 F- 29

INC.

 NOTES

 (USD

 NOTE
13 – STOCKDERS' EQUITY (continued)

 13.
 On
 June 21, 2023, the Company entered into a consulting agreement with legal advisors pursuant
 to which such counsel will be paid $ 22 in cash and $ 23 in restricted Common Stock for services
 provided to the Company. Cash payment of $ 11 and $ 11, in restricted Common Stock was paid
 upon execution of the agreement and the remaining amounts will be paid upon the completion
 of the legal services. On July 6, 2023, the Company issued 4,945 shares of restricted Common
 Stock as consideration for the first installment. The Company determined the value of the
 shares issued at $ 24 based on the share price on the agreement date, which recorded as share
 based compensation expenses during the year ended December 31, 2023.

 On
September 6, 2023, the Company issued 6,123 shares of Common Stock to legal counsel pursuant to the August 7, 2023 retainer legal services
agreement. The Company determined the value of the shares issued at $ 67 based on the share price on the agreement date, of which $ 40
and $ 27 was recorded as share based compensation expenses during the year ended December 31, 2024 and 2023, respectively.

 On
December 11, 2023, the Company entered into an additional consulting agreement pursuant to which the legal advisors will provide the
Company with certain legal services in consideration for total of $ 25
in cash and 12,500
restricted Common Stock of the Company. Cash payment of $ 10
shall be paid upon execution of the agreement and the remaining after the completion of the legal services. On December 26, 2023,
the Company issued 12,500
shares of restricted Common Stock. The Company determined the value of the shares issued at $ 39
based on the share price on the agreement date, which recorded as share based compensation expenses during the year ended December
31, 2024.

 On
November 3, 2024, the Company's board of directors approved (i) the payment of an aggregate of $ 25 to legal counsel in connection
with the preparation of a registration statement (half of which was immediately payable and half of which is payable upon the filing
of such registration statement) and (ii) the issuance of 50,000 shares of its common stock. If within 18 months of issuance, the aggregate
value of such stock is less than $ 13, the Company will pay to such legal counsel the difference in cash between the value of the sale
of the shares and $ 13. The Company determined the value of the shares issued at $ 12 based on the share price on November 3, 2024, which
recorded as prepaid expenses in other current assets.

 14.
 On
 July 23, 2023, the Company, entered into a Standby Equity Purchase Agreement (the "SEPA
 I"), with YA II PN, Ltd. (the "Investor"), pursuant to which the Investor
 agreed to purchase up to $ 3.5 million shares of the Company's Common Stock over the
 course of 40 months after the date of the SEPA I. The price of shares to be issued under
 the SEPA I will be 94 % of the lowest volume weighted average trading price (the "VWAP")
 of the Company's Common Stock for the three consecutive trading days commencing on
 the delivery of each advance notice by the Company. Each issuance and sale by the Company
 to the Investor under the SEPA I (an "Advance") is subject to a maximum amount
 equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying
 the daily trading volume of the Company's shares as reported by Bloomberg L.P., by
 the VWAP for such trading day) during the five trading days prior to an Advance notice and
 $ 200. With respect to each Advance notice, if the Company notifies the Investor of a minimum
 acceptable price with respect to such Advance, then if there is no VWAP or if such price
 is below the minimum price indicated by the Company, there will be an automatic reduction
 to the amount of the Advance by one third, and that day will be excluded from the pricing
 period.

 The
Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially
owning more than 4.99% of the Company's outstanding shares of Common Stock at the time of an Advance notice or acquiring more than
19.99% of the Company's outstanding shares of Common Stock as of the date of the SEPA I (the "Exchange Cap"). The Exchange
Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of
the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq's "minimum
price rule."

 F- 30

INC.

 NOTES

 (USD

 NOTE
13 – STOCKDERS' EQUITY (continued)

 The
SEPA I will terminate automatically on the earlier of December 1, 2026 or when the Investor has purchased an aggregate of $ 3.5 million
shares of the Company's Common Stock. The Company has the right to terminate the Purchase Agreement upon five trading days'
prior written notice to the Investor.

 The
SEPA I provided that, subject to the satisfaction of certain conditions set forth in the SEPA I, upon the request of the Company, the
Investor will advance to the Company up to $ 700 of the $ 3,500 commitment amount, with such Advances to be evidenced by a promissory note
(the "Note"). The request by the Company for such Advances may only be made after the approval of the stockholders of the
transactions contemplated by the SEPA I, and the Company cannot request any Advances after January 31, 2024. There is a 3 % discount to
the 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, a one tenth of the outstanding principal of each Note and accrued interest thereon either (i)
in cash or (ii) by submitting an advance notice pursuant to the purchaser and selling the Investor shares, or any combination of (i)
or (ii) as determined by the Company. The first payment is due 60 days after the issuance of a Note, with each subsequent payment due
30 days after the prior payment. Unless otherwise agreed by the Investor, the funds received by the Company pursuant to the SEPA I for
the sale of shares will first be used to satisfy any payments due under the Note.

 The
conditions that must be satisfied prior to the Investor advancing the Company funds pursuant to the terms of the Note include obtaining
stockholder approval of the transactions contemplated by the SEPA I (on October 2, 2023, at the annual meeting of stockholders, the stockholders
approved the issuance of more than 20% of our issued and outstanding Common Stock, permitting us to request Advances from the Investor
under the SEPA I that will result in the issuance of more than 20% of our issued and outstanding shares of Common Stock as of the date
of the SEPA I without being subject to the Exchange Cap), the delivery by the Company to the Investor of a request to lend funds pursuant
to the Note prior to January 31, 2024, no events which could have a material adverse on the Company and other conditions customary of
financings of this nature.

 On
September 27, 2023, the Company issued 26,224 shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company
determined the value of the shares issued at $ 123 based on the share price on the agreement date.

 On
October 11, 2023, the Company filed a registration statement on Form S-1 with the SEC, which was declared effective by the SEC on
October 30, 2023 for the resale of up to 1,000,000
shares of Common Stock that may be offered and sold by the Investor. On October 31, 2023, the Company received a gross amount of
$ 700
and issued the Note to the Investor pursuant to the SEPA I. The first payment under the
Note was due December 31, 2023.

 The
Company considered the guidelines of ASC 815 and determined that the SEPA I contains both purchased put option element and a forward
share issuance element, neither element qualifies for equity classification. Accordingly, the Company recognized an asset or liability
with changes in fair value recoded to the statements of operations. All costs associated with the SEPA I were expensed in the statements
of operations.

 On
each of November 6, 2023, November 20, 2023, and December 5, 2023, the Company issued 20,000
shares of Common Stock pursuant to a settlement document with respect to Advance notices delivered to the Investor. On December 7,
2023, the Company issued additional 691,000
shares of Common Stock to the Investor pursuant to settlement document with respect to Advance notices delivered to the
Investor.

 Total
aggregated net amount received as consideration for the sale of the shares amounted to $ 3,499. Total expenses associated with the SEPA
I amounted to $ 359 and were recorded in the Company's statement of comprehensive loss under general and administrative expenses.

 On
December 22, 2023, the Company entered into an additional Standby Equity Purchase Agreement (the "SEPA II") with the Investor,
pursuant to which the Investor has agreed to purchase up to $ 20 million shares of Common Stock over the course of 36 months after the
date of the SEPA II. The price of shares to be issued under the SEPA II is the same as the determination of the price under SEPA I.

 F- 31

INC.

 NOTES

 (USD

 NOTE
13 – STOCKDERS' EQUITY (continued)

 The
SEPA II will terminate automatically on the earlier of December 22, 2027 or when the Investor has purchased an aggregate of $ 20 million
of the Company's shares of Common Stock. The Company has the right to terminate the SEPA II upon five trading days' prior
written notice to the Investor.

 In
connection with and subject to the satisfaction of certain conditions set forth in the SEPA II, upon the request of the Company, the
Investor will pre-advance to the Company up to $ 3,000 of the $ 20,000 commitment amount.

 The
Company paid a subsidiary of the Investor a structuring fee in the amount of $ 10
and on December 28, 2023, the Company issued 110,554
shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company determined the value of the shares issued at
$ 254
based on the share price on the agreement date, which was recorded as prepaid expenses in other current assets during the year ended
December 31, 2023. The Company was recorded $ 79
in the statement of comprehensive loss under financing expenses and $ 175 was recorded as prepaid expenses in other current assets
for the year ended December 31, 2024.

 On
April 4, 2024, the Company, sold a $ 1,500 promissory note (the "Note") to the Investor pursuant to the terms of SEPA II in
exchange for proceeds of $ 1,455, reflecting an original issue discount of 3 % to face value of the Note.

 The
Note bears interest at a rate of 8 %
per annum and matures April
4, 2025. Commencing June 3, 2024, and every 30
days thereafter, the Company is required to pay $ 150,
together with accrued and unpaid interest on the then outstanding principal. Payments under the Note can be made either (i) in cash or
(ii) by submitting notice of an advance of shares to be issued and sold to the Investor pursuant to the SEPA II, or any combination of
(i) or (ii) as determined by the Company. The entire remaining principal balance and unpaid interest amount of the Note becomes due and
payable in full at maturity. The Company determined that the Note is accounted for as a liability in accordance with ASC 470 "Debt".

 The
Note sets forth certain events of default, including a breach by the Company of another agreement with the Investor, the failure of the
securities of the Company to remain listed on the Nasdaq and the failure of the Company to timely file periodic reports with the SEC.
Upon the occurrence of an event of default, interest will accrue at a default rate of 18 % per annum and the Note will become immediately
due and payable, together with all costs, legal fees and expenses of collection through the date of full repayment.

 As
of December 31, 2024 the Company repaid all payments under the Note.

the year ended December 31, 2024, the Company issued 6,666,667 shares of common stock, to the Investor pursuant to the terms of SEPA
II valued at $ 2,706 for gross consideration of $ 3,135. Following such issuances, the Company issued the Investor the maximum shares allowed
to be issued under the Company's resale registration statement on Form S-1/A effective February 6, 2024.

 15.
 On
 July 27, 2023, the Company issued 223,008 shares of Common Stock to Yaaran pursuant to the
 terms of the Exchange Agreement described in note 9 above. The Company determined the value
 of the shares issued at $ 997 based on the share price on the agreement date, which was recorded
 as research and development expenses during the year ended December 31, 2023.

 16.
 On
 November 23, 2023, the Company entered into a consulting agreement with a consultant pursuant
 to which the consultant will provide the Company with public relations services for a period
 of three months for a one-time fee in the amount of $ 5 and subject to the approval of the
 board of directors of the Company, $ 10 of restricted shares of the Company's Common
 Stock, valued as of the date of the agreement, such shares to be issued in equal monthly
 installments. On December 7, 2023, the Company issued the first tranche of 1,755 shares of
 the Company's Common Stock to the consultant. The Company determined the value of the
 shares issued and the services provided until December 31, 2023 at $ 4 and recorded share
 base compensation expenses during the year ended December 31, 2023.

 On
March 18, 2024, the Company issued 3,508 shares of common stock. The Company determined the value of the shares and the services provided
at $ 6 and recorded share based compensation expenses during the year ended December 31, 2024.

 F- 32

INC.

 NOTES

 (USD

 NOTE
13 – STOCKDERS' EQUITY (continued)

 17.
 On
 December 20, 2023, the board approved the issuance of an equity grant to executive officers,
 directors and consultants of an aggregate of 301,284 shares of Common Stock. Such shares
 were issued on December 21, 2023. The Company estimated the value of the shares issued at
 $ 541 based on the share price of the date of the board approval and recorded $ 541 as share
 based compensation expenses during the year ended December 31, 2023. See also note 13(5).

 18.
 On
 September 9, 2024, the Board of directors of the Company approved the issuance of an equity grant to executive officers and
 consultants amounting to a total of 640,000
 and 1,050,000 shares of common stock, par value $ 0.0001, respectively.
 The Company estimated the value of the shares issued at $ 464
 based on the share price of the date of the board resolution. The value of the shares issued was recorded as share base compensation
 expenses during the year ended December 31, 2024.

 19.
 On
 December 23, 2024, the Company issued 350,000
 shares of common stock to the Company's chairman of the board, and 50,000
 shares of common stock to each of six members of the board of directors, under the 2022 Incentive Plan. The Company estimated the
 value of the shares issued at $ 171
 based on the share price of the date of the board approval and recorded $ 171
 as share based compensation expenses during the year ended December 31, 2024.

 20.
 On
 December 10, 2024, the Company entered into a securities purchase agreement (the "Agreement")
 with certain investors (the "Purchasers") for aggregate gross proceeds of approximately
 $ 1,500 (the "Private Placement"). As part of the Private Placement, the Company
 issued an aggregate amount of 6,250,000 units and pre-funded warrants (collectively, the "Units")
 at a purchase price of $ 0.24 per unit (less $ 0.00001 per pre-funded warrants). Each Unit consists
 of (i) one share of common stock, par value $ 0.0001 per share (the "Common Stock"
 and the "Purchased Stock") and/or one pre-funded warrant to purchase one share
 of Common Stock (the "Pre-Funded Warrant"), 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. As of December 31, 2024, no balances have been recorded
under this Agreement. See also note 24 (1).

 F- 33

INC.

 NOTES

 (USD

 NOTE
14 – STOCK OPTIONS

 On
October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the "2018 Equity Incentive Plan"), pursuant to which
the Company's Board of Directors is authorized to grant options to purchase an aggregate of 27,211 shares of Common Stock of the
Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive
to individuals who perform services for the Company and promote the success of the Company's business.

 On
July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 14,210 shares of Common
Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 41,421 shares of Common Stock.

 On
August 29, 2022, the Company adopted the 2022 Share Incentive Plan (the "2022 Share Incentive Plan"), pursuant to which the
Company's board of directors is authorized to grant options to purchase up to 142,858 shares of Common Stock. The purpose of the
2022 Share Incentive Plan is (1) to afford an incentive to service providers of the Company or any affiliate of the Company, which now
exists or is hereafter is organized or acquired by the Company or its affiliates, to continue as service providers, (2) to increase their
efforts on behalf of the Company or its affiliates and (3) to promote the success of the Company's business, by providing such
service providers with opportunities to acquire a proprietary interest in the Company through the issuance of shares or restricted shares
of Common Stock, and by the grant of options to purchase shares, restricted share units and other share-based awards.

 On
March 29, 2023, the board approved an amendment to a consulting agreement pursuant to which the consultant will receive 7,143 restricted
shares of Common Stock under the Company's 2022 Share Incentive Plan instead of options to purchase 6,015 shares of Common Stock.

 On
July 31, 2023, the board of directors approved and on October 2, 2023, the Company's stockholders approved an amendment to the
Company's 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share
Incentive Plan by an additional 928,572 shares of Common Stock.

 On
December 20, 2023, the board of directors of the Company approved the issuance of an equity grant to executive officers, directors and
consultants under the 2022 Share Incentive Plan of aggregate of 286,784 shares of Common Stock. See note13(17) above).

 On
September 9, 2024, the board of directors of the Company approved the issuance of an equity grant to executive officers and a
consultant under the 2022 Share Incentive Plan of an aggregate of 640,000
shares of Common Stock. See note13(18) above).

 On
September 9, 2024, the board of directors approved and on November 3, 2024, the Company's stockholders approved an amendment to
the Company's 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022
Share Incentive Plan by an additional 11,000,000 shares of Common Stock.

 On
December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to directors under the 2022 Share Incentive
Plan of aggregate of 650,000 shares of Common Stock. See note13(19) above).

 On
December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to employee under the 2022 Share
Incentive Plan of an option to purchase 10,000 shares
of Common Stock at an exercise price of $ 0.2153 per
share. One-third of the shares subject to the options vest and become exercisable on the first anniversary of the vesting
commencement date determined by the Board, and on each subsequent one year anniversary thereafter, over two years provided the Employee remains employed by the Company on each such vesting date, in compliance
with this Employment Agreement.

 F- 34

INC.

 NOTES

 (USD

 NOTE
14 – STOCK OPTIONS (continued)

 The
fair value of options granted during 2024 was estimated at the dates of grant using the Black-Scholes option pricing model. The following
are the data and assumptions used:

 SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED

 2024

 Dividend yield

 Expected volatility (%) (*)

 %

 Risk-free interest rate (%) (**)

 4.36
 %

 Expected term of options (years) (***)

 5.99

 Exercise price (US dollars)

 0.22

 Share price (US dollars)

 0.22

 Fair value (US dollars)

 (*)

 The expected volatility was based on the historical volatility of the share price of the Company.

 (**)

 The risk-free interest rate
 represented the risk-free rate of $ zero – coupon US Government Loans.

 (***)

 Due
 to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the
 "simplified method".

 The
following table presents the Company's stock option activity for employees and directors of the Company for the year ended December
31, 2024 and 2023:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Number of Options

 Weighted Average Exercise Price

 Outstanding at December 31,2022

 33,533

 21.00

 Granted

 -

 -

 Exercised

 -

 -

 Forfeited

 ( 6,015
)

 8.75

 Expired

 -

 -

 Outstanding at December 31,2023

 27,518

 23.69

 Granted

 10,000

 0.22

 Exercised

 -

 -

 Forfeited

 ( 817
)

 26.46

 Expired

 ( 7,484
)

 24.46

 Outstanding on December 31, 2024

 29,217

 15.38

 Number of options exercisable on December 31, 2024

 19,217

 23.38

 The
aggregate intrinsic value of the awards outstanding as of December 31, 2024 and 2023 is less than $ 1 and $ 0, respectively. These amounts
represent the total intrinsic value, based on the Company's stock price of $ 0.25 and $ 2.00 as of December 31, 2024 and 2023, respectively,
less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised
their options as of that date.

 The
total fair value estimation of the non-cash compensation of the 2024 grant was approximately $ 2. Expenses incurred in respect of stock-based
compensation for employees and directors, for the year ended December 31, 2024 and 2023 were $ 1 and $ 23, respectively. The Group did
not recognize an income tax benefit related to stock-based compensation as it is not recognized for tax purposes in Israel and a full
valuation allowance was recorded as it relates to the deferred tax asset of the Company.

 As
of December 31, 2024, there were options to purchase 21,296
shares available for future grants under the 2018 Equity Incentive Plan and options to purchase 10,341,787
shares available for future grants under the 2022 Share Incentive Plan

 F- 35

INC.

 NOTES

 (USD

 NOTE
15 – COST OF SALES

 SCHEDULE OF COST OF SALES

 2024

 2023

 Materials

 Vehicle maintenance

 - *

 Cost
 of sales

 (*)

 NOTE
16 – RESEARCH AND DEVELOPMENT EXPENSES

 SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES

 2024

 2023

 -

 IPR&D

 -

 1,662

 Subcontractors

 Vehicle maintenance

 -

 Rent and asset management

 -

 Laboratory and field tests

 -

 and development expenses

 1,938

 NOTE
17 – SELLING AND MARKETING EXPENSES

OF SELLING AND MARKETING EXPENSES

 2024

 2023

 -

 Subcontractors

 Transport and storage

 Commissions

 -

 Travel expenses

 and marketing expense

 F- 36

INC.

 NOTES

 (USD

 NOTE
18 – GENERAL AND ADMINISTRATIVE EXPENSES

 SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

 2024

 2023

 2024

 2023

 Professional services

 2,119

 1,900

 1,058

 2,562

 Legal expenses

 Insurance

 Rent and office maintenance

 Registration fees

 Doubtful debt

 ( 8
)

 and administrative expense

 3,758

 5,576

 NOTE
19 – FINANCING EXPENSES (INCOME), NET

OF FINANCING EXPENSES NET

 2024

 2023

 2024

 2023

 Interest income

 Change in fair value of marketable securities

 -

 Interest on loans

 ( 93
)

 -

 Share issuance expenses

 ( 176
)

 -

 Currency exchange differences

 ( 37
)

 ( 14
)

 Bank charges and other finance expenses, net

 ( 2
)

 ( 5
)

 Financing
 expenses net

 ( 155
)

 F- 37

INC.

 NOTES

 (USD

 NOTE
20 – INCOME TAX

 A.
 The
 Company is subject to the U.S. federal income tax rate of 21 % plus state income tax rates
 which vary from state to state.

 Income
of the Israeli company is taxable at enacted tax rate of 23%.

 The
Company, Save Foods Ltd. and NTWO OFF Ltd. have not received final tax assessments since their inception although the tax reports of
the Company for the years through December 31, 2015 and of Save Foods Ltd for the years through December 31, 2017 are deemed to be final.

 As
of December 31, 2024 and 2023, the Company and subsidiaries have estimated carry forward losses for tax purposes of approximately $ 31,202
and $ 24,689, respectively, of which $ 771 can be offset against taxable income generated until 2027 and $ 30,495 can be offset against
future taxable income, if any.

 B.
 The
 following is a reconciliation between the theoretical tax on pre-tax loss, at the income
 tax rate applicable to the Company (federal tax rate) and the income tax expense reported
 in the financial statements:

OF INCOME TAX EXPENSES

 2024

 2023

 2024

 2023

 US Dollars

 Pretax loss

 5,602

 7,260

 Federal tax rate

 %

 %

 Income tax computed at the federal income tax rate

 1,176

 1,525

 Non-deductible expenses

 - (*)

 ( 383
)

 Share-based compensation

 ( 1
)

 ( 27
)

 Differences in corporate income tax rates

 Remeasurement of deferred taxes for foreign currency effects

 Changes in valuation allowance

 ( 1,221
)

 ( 1,282
)

 Income
 tax expenses

 -

 -

 (*)

 F- 38

INC.

 NOTES

 (USD

 NOTE
20 – INCOME TAX (continued)

 C.
 Deferred
 taxes result primarily from temporary differences in the recognition of certain revenue and
 expense items for financial and income tax reporting purposes and for carryforwards. Significant
 components of the Company's deferred assets and liabilities are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2024

 2023

 2024

 2023

 Composition of deferred tax assets:

 US Dollars

 Employees and related institutions

 Operating loss carry-forwards

 6,883

 5,493

 Operating lease liabilities

 Share-based compensation

 Others

 Total deferred tax assets

 7,116

 5,723

 Composition
 of deferred tax liabilities:

 Right-of-use asset

 ( 2
)

 ( 13
)

 Total deferred tax liabilities

 ( 2
)

 ( 13
)

 Net deferred tax assets

 7,114

 5,710

 Valuation allowance

 ( 7,114
)

 ( 5,710
)

 The
net change during the year ended December 31, 2024 in the total valuation allowance amounted to $ 1,404

 NOTE
21 – LOSS PER SHARE

 Basic
loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average
number of shares of Common Stock used in computing basic and diluted loss per Common Stock for the years ended December 31, 2024 and
2023, are as follows:

OF BASIC AND DILUTED LOSS PER SHARE

 2024

 2023

 2024

 2023

 Number of shares

 Weighted average number of shares of Common Stock outstanding attributable
 to stockholders

 5,846,231

 1,200,608

 Total weighted average number of shares of Common Stock related to outstanding
 options, excluded from the calculations of diluted loss per share ( *)

 29,217

 27,518

 (*)
 The effect of the
inclusion of option in 2024 and 2023 is anti-dilutive.

 F- 39

INC.

 NOTES

 (USD

 NOTE
22 – RELATED PARTIES

 A.
 Transactions
 and balances with related parties and officers:

OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES

 2024

 2023

 2024

 2023

 General and administrative expenses:

 Directors' compensation

 Salaries and fees to officers

 1,155

 Total General and administrative
 expenses

 (*)
 1,130

 (*)
 1,871

 (*) Include share base compensation

 Research and development expenses:

 Salaries and fees to officers

 -

 Selling and marketing expenses:

 Salaries and fees to officers

 -

 B.

 Balances with related parties
 and officers:

 As of December 31,

 2024

 2023

 Other accounts payables

 C.

 Other information:

 1.
 On
 November 6, 2020, the Company entered into a consulting agreement with S.T Sporting (1996)
 Ltd., for the services of David Palach (the "CEO Consulting Agreement"). Pursuant
 to the terms of the CEO Consulting Agreement, Mr. Palach provides services as chief executive
 officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach was entitled to
 a monthly fee in the amount of $ 8 plus value added tax per month and a grant of options to
 purchase shares of our Common Stock, which amount will be determined by good faith negotiations
 by the board of directors on a future date.

 On
June 23, 2021, the board of directors approved updated compensation for Mr. Palach pursuant to which Mr. Palach is entitled to a monthly
fee of $ 14 plus value added tax; reimbursement of expenses not exceeding $ 1 per month; a grant of an option to purchase shares of Common
Stock representing 4.5 % of the Company's outstanding capital stock as of June 23, 2021; the immediate repayment of $ 8, representing
debt payable to Mr. Palach that accrued from November 2020 until April 2021.

 F- 40

INC.

 NOTES

 (USD

 NOTE
22 – RELATED PARTIES (continued)

 In
lieu of such option, the board of directors approved the issuance of 42,858 shares of Common Stock to Mr. Palach in March 2023.

 On
August 29, 2022, the monthly fee of Mr. Palach was reduced to $ 6.

the compensation committee's recommendation of December 19, 2023, the board of directors approved a monthly fee increase of $ 1,
starting January 1, 2024. On January 8, 2024 and September 9, 2024, the Board approved bonuses of $ 15.

the compensation committee's recommendation of November 12, 2024, the board of directors approved a monthly fee increase to $ 8.

 2.
 On
 June 23, 2021, the Board approved the compensation of the Company's Chairman of the
 Board, pursuant to which the Chairman of the Board will be entitled to a monthly fee of $ 5
 and reimbursement of expenses of $ 1 per month. In addition, the Chairman of the Board shall
 receive a one-time grant of options to purchase shares of the Company representing 1.5 % of
 the Company's outstanding share capital as of the date of the approval. The terms of
 the grant have not yet been determined.

 On
August 29, 2022, the Board approved an increase of the monthly fee from $ 6 to $ 8 and a one-time bonus of $ 25.

the compensation committee's recommendation of December 19, 2023, the board of directors approved a monthly fee increase of $ 1,
starting January 1, 2024. On January 8, 2024 and September 9, 2024, the Board approved bonuses of $ 15.

 3.
 On
 June 23, 2021, the Board approved the compensation for each of members of the board, pursuant
 to which each member of the board will be entitled to an annual fee of NIS 100 thousand (approximately
 $ 31). In addition, each member of the Board will receive a one-time grant of options to purchase
 shares of the Company representing 0.25% of the Company's outstanding share capital
 as of the date of the approval. The terms of the grant have not yet been determined. On August
 29, 2022, the Board approved, an increase in the quarterly fee of each member of the Board
 from NIS 25 thousand (approximately $ 8) to $ 10. On December 20, 2023, the board approved
 the issuance of shares to directors in lieu of the grant of options.

 On
November 12, 2023, upon the recommendation of the nominating and corporate governance committee of the Board, Liat Sidi was appointed
as a Class II Director to serve until the Company's 2026 annual meeting of stockholders.

 On
December 20, 2023, Asaf Itzhaik was appointed to the board of directors of the Company to serve as a Class II director until the Company's
2026 annual meeting of stockholders. Mr. Itzhaik was designated by Plantify as its representative on the board in accordance with the
Securities Exchange Agreement, dated March 31, 2023, between the Company and Plantify, to replace Dr. Roy Borochov who resigned from
the board on December 15, 2023. Dr. Borochov's resignation was not the result of a disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

the compensation committee's recommendation of December 22, 2024, the board of directors approved, a total quarterly fee payable
to each member of the Board (excluding the Chairman of the Board), shall be $ 10, (plus VAT) starting January 1, 2025.

 4.
 On
 April 18, 2022, Save Foods Ltd., entered into a consulting agreement with Shlomo Zakai CPA
 ("Consultant") for, among other things, chief financial officer services to be
 provided to Save Foods Ltd. exclusively by Lital Barda. for a monthly base salary of NIS
 25 thousand to be paid for Ms. Barda's services The agreement may be terminated by
 either party upon 30 days' written notice or by Save Foods Ltd. upon the occurrence
 of certain events as set forth in the agreement. On January 8, 2024, the Board approved a
 bonus of $ 7 to Ms. Barda. On September 9, 2024, the Board approved a bonus of $ 8.

 On
November 10, 2024 following the compensation committee's recommendation, the board of directors approved an amendment to the consulting
agreement exclusively for the purpose of increasing the cash compensation to Ms. Barda in exchange for her services by 15%.

 F- 41

INC.

 NOTES

 (USD

 NOTE
23 – SEGMENT REPORTING

 A.
 Information
 about reported segment profit or loss and assets

 This
segment's structure reflects the financial information and reports used by the Company's management, specifically its CODM,
to make decisions regarding the Company's business, including resource allocations and performance assessments, as well as the
current operating focus in compliance with ASC 280, Segment Reporting. The Company's reportable segments are not aggregated.

 The
Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating
Decision Maker ("CODM"), the Company's Chief Executive Officer and the Chairman of the Board, for making decisions
and assessing performance as the source of the Company's reportable segments. The CODM allocate resources and assesses the performance
of each operating segment based on potential business opportunities, historical and potential future sales and operating expenses.

 The
Company has two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) the N2O emissions Global warming solutions.
The Pathogen prevention operating segment consists Save Food Ltd. and the Global warming solutions operating segment consist of NTWO
OFF Ltd.

 The
Company's method for measuring profitability on a reportable segment basis is operating loss. The Company adopted ASU 2023-07 in
December 2024. The most significant provision was for the Company to disclose significant segment expenses that are regularly provided
to the CODM. The Company's CODM periodically reviews operating loss by segment and treats it as a significant segment expense.

 The
following table presents information about the Company's reportable segments for the year ended December 31, 2024 and 2023:

 Operating
loss related to the Company's reportable segments and the reconciliation of the total net loss attributable to common stockholders
is as follows:

OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS

 2024

 2023

 2024

 2023

 Revenue from Pathogen prevention and prolong shelf life

 Cost related to Pathogen prevention and prolong shelf life

 ( 896
)

 ( 1,361
)

 Operating loss from Pathogen prevention and prolong shelf life

 ( 686
)

 ( 1,098
)

 Revenue from N2O emissions Global warming solutions

 -

 -

 Cost related to N2O emissions Global warming solutions

 ( 350
)

 ( 1,788
)

 Operating loss from N2O emissions Global warming solutions

 ( 350
)

 ( 1,788
)

 Professional services

 ( 2,009
)

 ( 1,831
)

 Share base compensation

 ( 1,055
)

 ( 2,444
)

 ( 18

)

 ( 21

)

 Other general and administrative expenses

 ( 202
)

 ( 396
)

 Total Operating loss

 ( 3,284
)

 ( 4,692
)

 Financing (expenses) income, net

 ( 155
)

 Other income

 Changes in fair value of investments measured under the fair
 value option

 ( 1,300
)

 ( 714
)

 Net loss

 ( 5,347
)

 ( 7,260
)

 F- 42

INC.

 NOTES

 (USD

 NOTE
23 – SEGMENT REPORTING (continued)

 B.
 Information
 on sales by geographic distribution:

 Sales
are attributed to geographic distribution based on the location of the customer.

OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION

 2024

 2023

 2024

 2023

 Mexico

 -

 Peru

 -

 Turkey

 -

 from sales

 C.
 Sales
 to single customers exceeding 10 % of sales:

OF SALES TO CUSTOMERS

 2024

 2023

 2024

 2023

 Customer A

 Customer B

 -

 Customer C

 -

 from sales

 D.
 Information
 on Long-Lived Assets - Property, Plant and Equipment and ROU assets by geographic areas:

 The
following table presents the locations of the Company's long-lived assets as of December 31, 2024 and 2023:

OF INFORMATION ON LONG LIVED ASSETS

 2024

 2023

 2024

 2023

 Property,
 plant and equipment and ROU assets

 F- 43

INC.

 NOTES

 (USD

 NOTE
24 – SUBSEQUENT EVENTS

 1.
 On
 January 2, 2025, the Company 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 the Company's common stock at an exercise price of $ 0.24.
 The Company received gross proceeds of $ 1,500
 as a result of such issuances.

 During February and March 2025, the Company issued 1,573,265 and 1,747,620 shares of common stock, respectively, following exercises of pre-funded warrants.

 On March 14, 2025, the Company issued 729,166 shares of common stock following exercises of 729,166 warrants at an exercise price of $ 0.24
for total consideration of $ 175. See note 13(20),

 2.
 On
 January 6, 2025, and February 12, 2025, the Company drew down 375
 thousand (approximately $ 386) and 645
 thousand (approximately $ 665), respectively, from the Pure Capital Credit Facility. See note 11(E).

 3.
 On
February 10, 2025 the Company's wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of
Nevada.

 4.
 On
 February 24, 2025, the Company entered into a shareholders agreement (the "Italy Agreement")
 with Solterra Brand Services Italy SRL ("SB") and SB Impact 4 LTD, a wholly
 owned subsidiary of SB ("SBI4") pursuant to which the Company will purchase 70 % of SBI4 shares (on a fully diluted
 basis) from SB.

 The
Company will lend 2,300 thousand to SB14 for financing two battery storage projects in Sicily, Italy (the "Projects").
which loan accrues interest at 7 % per annum. Additionally, the Italy Agreement provides for a right of repurchase of shares of SBI4 by
SB in the event the Company does not furnish drawdown amounts in accordance with the terms of the Italy Agreement.

 The
net profit from sales of Projects will be split between the parties as follows: if the selling price per megawatt ("MW") (i) does not exceed Euro 30,000, each party will receive profits according
to its pro-rata share ownership of SBI4; (ii) exceeds Euro 30,000 up to Euro 60,000, per MW, SB will receive 40% of the profit (10% above
its pro-rata share) and the Company will receive 60% of the profit; and (iii) exceeds Euro 60,000 per MW, SB will receive 50% of the net
profit (20% above its pro-rata share) and the Company will receive 50% of the net profit.

 5.
 On
 February 25, 2025, the Company, entered into a securities purchase and exchange agreement
 (the "Mito Agreement") with MitoCareX Bio Ltd., an Israeli private company ("MitoCareX"),
 SciSparc Ltd., an Israeli public company ("SciSparc"), Dr. Alon Silberman ("Alon")
 and Prof. Ciro Leonardo Pierri ("Ciro", together with SciSparc and Alon, the
 "Sellers", and together with the Company, the "Parties") pursuant
 to which the Company 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 the Company.

 The
closing of the Mito Agreement is contingent upon, among other customary closing conditions, obtaining approval of the Company's stockholders
by the requisite majority. This approval has not yet been obtained.

 On
the closing date, SciSparc shall transfer and sell 6,622
 Ordinary Shares to the Company, (the "Purchased
Shares"), in consideration for a cash payment of $ 700;
 the Company will issue and deliver shares of Common Stock to the Sellers equal to 40% of the capital stock of the Company on a
fully diluted basis, calculated as of immediately following the closing date (collectively, the "Exchanged Common Stock");
and as consideration for the Exchanged Common Stock, (1) Alon will transfer 11,166
Ordinary Shares to the Company, which will represent
 100 %
of the Ordinary Shares owned by Alon as of the closing date; (2) Ciro will transfer 5,584
 Ordinary Shares to the Company, which will represent
 100 %
of the Ordinary Shares owned by Ciro as of the closing date; and (3) SciSparc will transfer 13,727
 Ordinary Shares to the Company ("SciSparc's
Exchanged Shares" and together with Alon's Shares and Ciro's Shares, the "Exchanged Ordinary Shares"),
which will represent 73 %
of the Ordinary Shares owned by SciSparc as of the closing date, such that, together with the Purchased Shares, the Company will receive
 100 %
of SciSparc's holdings in MitoCareX.

 Following the closing, until
December 31, 2028, the Sellers will have the right to receive such number of additional shares of Common Stock, for no additional
consideration, in an aggregate amount of up to 25 %
of the issued and outstanding capital stock of the Company on a fully-diluted basis calculated as of immediately following the
closing date in accordance with MitoCareX meeting certain milestones.

 Immediately
prior to the closing date, Alon will enter into an amended employment agreement with the Company and MitoCareX in connection with his
employment as the Chief Executive Officer of MitoCareX, which provides, among other things, for a grant of restricted stock representing
 5 % of the capital stock of the Company on a fully diluted basis (calculated as of immediately following the closing date), pursuant to
the Company's 2022 Share Incentive Plan. Such shares will vest in three equal installments on each of the first, second and third
anniversary of the closing date, subject to Alon's continued employment with MitoCareX.

 As
additional consideration for the Exchanged Ordinary Shares, each of SciSparc, Alon and Ciro will receive, collectively, 30 % of the gross
proceeds of each financing transaction closed by the Company within five years of the closing, provided that the maximum amount payable
to the foregoing parties will be $ 1,600.

 Upon
closing of the transactions contemplated by the Mito Agreement, the Company has committed to an initial investment of $ 1,000 in MitoCareX
less any such amounts paid to MitoCareX pursuant to the loan agreement, dated December 22, 2024, among the Company, MitoCareX and L.I.A.
Capital Ltd.

 On
March 12, 2025, the Company, entered into an additional Loan Agreement (the "Second Loan") with MitoCareX, and Pure
Capital pursuant to which the Company agreed to lend $ 250
to MitoCareX under the same conditions as the Loan granted on December 22, 2024. Any loan made by the Company to MitoCareX will be
deducted from any future amount allocated by the Company to MitoCareX during the first year following the closing of Mito Agreement. See also note 4
above.

 F- 44