N2OFF Announces Strategic Initiatives Intended to Maximize Shareholder Value
2024年10月2日 - 9:30PM
N2OFF, Inc. (NASDAQ: NITO) (FSE:80W) (“N2OFF” or the “Company”), a
clean tech company engaged in sustainable solutions for the energy
and agri-tech industries, announced today key strategic initiatives
approved by its board of directors (the “Board”) that are intended
to increase shareholder value.
Key Highlights of the Board's
Initiatives
-
Spin-off of
cleantech
activities: N2OFF is considering
pursuing a potential spin-off of its cleantech operations - NTWO
OFF Ltd. and Save Foods Ltd. – into a separate publicly traded
company with the intention of listing that spin-off company on a
national exchange. In connection with the potential spin-off, N2OFF
intends to maintain a controlling stake of at least 75% ownership
in Save Foods Ltd. immediately following such spin-off and will
appoint all members of the new entity’s board of directors. The
timing and terms of any future dividends or distributions related
to the new entity will be determined by the board of directors of
that entity at its discretion.
- Acquisition of a
Computationally advanced Drug
Discovery Company: N2OFF has entered into a non-binding
letter of intent (the “LOI”) to acquire a drug discovery company
with advanced computational structural biology capabilities. The
acquisition contemplates a valuation of at least $5 million, with a
potential increase in valuation by $2 million . The LOI
contemplates that the acquisition would be effected through
combination of cash and equity. N2OFF believes this acquisition, if
consummated, would enable it to tap into a new and lucrative market
and allow the computation drug discovery company to expand into
advanced pharmaceutical research.
- Securing a
€6 Million Credit Line: N2OFF has
successfully negotiated a non-recourse credit facility in the
aggregate amount of €6 million (approximately $6.6 million as of
the date hereof) accruing interest at a rate of 7% per annum. The
Company intends to repay the principal loan amount from profits
derived from projects that are pre-approved by the lenders or by
33% of proceeds received from certain financing transactions.
David Palach, N2OFF’s CEO, said: “I am proud to
lead a company driven by an exceptional team and a forward-thinking
Board. I believe these strategic decisions should not only enhance
our position in the cleantech and pharmaceutical sectors but will
also deliver long-term value to our stockholders.”
About N2OFF,
Inc.:
N2OFF, Inc. (formerly known as Save Foods, Inc.)
is a clean tech company engaged in sustainable solutions for energy
and innovation in the agri- tech industry. Through its operational
activities it delivers integrated solutions for sustainable energy,
greenhouse gas emissions reduction and safety, quality solutions
for the agri- tech market. NTWO OFF Ltd., N2OFF's majority-owned
Israeli subsidiary, aims to contribute by tackling greenhouse gas
emissions, offering a pioneering solution to mitigate nitrous oxide
(N2O) emissions, a potent greenhouse gas with 310 times the global
warming impact of carbon dioxide. NTWO OFF Ltd., aims to promote
agricultural practices that are both environmentally friendly and
economically viable. N2OFF recently entered the solar PV market and
will provide funding to Solterra Renewable Energy Ltd. for its
current project with total capacity of 111 MWp, as well as
potential future projects. Save Foods Ltd., N2OFF's majority-owned
Israeli subsidiary, focuses on post-harvest treatments in fruit and
vegetables to control and prevent pathogen contamination. N2OFF
also has a minority ownership in Plantify Foods, Inc., a Canadian
company listed on the TSXV that offers a wide range of clean-label
healthy food options. For more information on Save Foods Ltd. and
NTWO OFF Ltd., visit our website: www.n2off.com.
Forward-looking Statements:
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and similar
expressions or variations of such words are intended to identify
forward-looking statements. Because such statements deal with
future events and are based on our current expectations, they are
subject to various risks and uncertainties including the successful
completion of the contemplated spin-off – including maintaining at
least 75% ownership and exclusive board appointment rights, our
ability to successfully enter into definitive agreements on the
terms set forth in the press release to acquire the computational
drug discovery company mentioned in this press release, our ability
to successfully incorporate these new businesses into our current
business structure, and our ability to successfully repay the
credit line, our ability to raise the capital needed to achieve our
initiatives, the going concern qualification in our financial
statements and how such qualification will affect our ability to
raise capital. Actual results, performance or achievements could
differ materially from those described in or implied by the
statements in this press release. The forward-looking statements
contained or implied in this press release are subject to other
risks and uncertainties, including market conditions as well as
those discussed under the heading “Risk Factors” in N2OFF’s Annual
Report on Form 10-K filed with the SEC on April 1, 2024, and in any
subsequent filings with the SEC. Except as otherwise required by
law, we undertake no obligation to publicly release any revisions
to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. References and links to websites have been
provided as a convenience, and the information contained on such
websites is not incorporated by reference into this press release.
We are not responsible for the contents of third-party
websites.
Investor Relations Contacts:Michal
Efratymichal@efraty.com
N2OFF (NASDAQ:NITO)
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