N2OFF (NITO) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40403
Entity Registrant Name	N2OFF, INC.
Entity Central Index Key	0001789192
Entity Tax Identification Number	26-4684680
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	HaPardes 134 (Meshek Sander)
Entity Address, City or Town	Neve Yarak
Entity Address, Country	IL
Entity Address, Postal Zip Code	4994500
City Area Code	(347)
Local Phone Number	468 9583
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NITO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,416,323

Condensed Consolidated Interim

Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 3,490,095	$ 4,447,003
Restricted cash	23,114	31,171
Accounts receivable, net of allowance for doubtful account of $57,804 and $64,031 as of March 31, 2024 and December 31, 2023, respectively.	146,079	107,007
Inventories	103,989	121,513
Prepaid expenses	601,452	719,389
Other current assets	57,417	39,538
Total Current assets	4,422,146	5,465,621
Right-of-use asset arising from operating lease	42,743	56,568
Property and equipment, net	61,455	66,581
Investment in nonconsolidated affiliate (Note 3)	1,739,404	1,655,461
Total assets	6,265,748	7,244,231
Current Liabilities
Accounts payable	161,438	43,539
Other liabilities	399,147	734,933
Total current liabilities	560,585	778,472
Operating lease liabilities	5,255	7,181
Total liabilities	565,840	785,653
Stockholders’ Equity
Common stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of March 31, 2024 and December 31, 2023; issued and outstanding 2,988,617 and 2,955,490 shares as of March 31, 2024 and December 31, 2023, respectively.	299	296
Preferred stock, $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of March 31, 2024 and December 31, 2023; issued and outstanding 0 shares as of March 31, 2024 and December 31, 2023.
Additional paid-in capital	35,929,908	35,866,223
Foreign currency translation adjustments	(26,275)	(26,275)
Accumulated deficit	(30,129,799)	(29,360,235)
Total Company’s stockholders’ equity	5,774,133	6,480,009
Non-controlling interests	(74,225)	(21,431)
Total stockholders’ equity	5,699,908	6,458,578
Total liabilities and stockholders’ equity	$ 6,265,748	$ 7,244,231

Condensed Consolidated Interi_2

Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowances for doubtful accounts	$ 57,804	$ 64,031
Common stock , par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	495,000,000	495,000,000
Common stock , shares issued	2,988,617	2,955,490
Common stock ,shares outstanding	2,988,617	2,955,490
Preferred stock , par value	$ 0.0001	$ 0.0001
Preferred stock , shares authorised	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock , shares outstanding	0	0

Condensed Consolidated Interi_3

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues from sales of products		$ 43,831	$ 121,010
Cost of sales		(27,980)	(42,746)
Gross profit		15,851	78,264
Research and development expenses		(115,866)	(118,908)
Selling and marketing expenses		(57,248)	(69,146)
General and administrative expenses		(741,803)	(1,633,863)
Operating loss		(899,066)	(1,743,653)
Financing income, net		4,936	22,104
Other expenses, net (Note 4(1))		(12,171)
Changes in fair value of an investment in an associate measured under the fair value option (Note 3)		83,943
Net loss		(822,358)	(1,721,549)
Less: net loss attributable to non-controlling interests		52,794	7,871
Net loss attributable to the Company’s stockholders’ equity		$ (769,564)	$ (1,713,678)
Loss per share (basic)		$ (0.26)	$ (2.46)
Loss per share (diluted)		$ (0.26)	$ (2.46)
Weighted average number of shares outstanding, basic	[1]	2,960,667	695,928
Weighted average number of shares outstanding, diluted	[1]	2,960,667	695,928
[1]Adjusted to reflect one (1) for seven (7) reverse stock split

Condensed Consolidated Interi_4

Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) (Parenthetical)		1 Months Ended
	Oct. 04, 2023	Oct. 31, 2023
Equity [Abstract]
Stockholders' equity, reverse stock split	one for seven reverse stock split	one (1) for seven (7) reverse stock split

Condensed Consolidated Interi_5

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Foreign Currency Translation Adjustments [Member]	Retained Earnings [Member]	Stockholders Equity [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2022		$ 69	$ 28,710,412	$ (26,275)	$ (22,837,827)	$ 5,846,379	$ (109,038)	$ 5,737,341
Balance, shares at Dec. 31, 2022	[1]	688,272
Issuance of shares to services providers		$ 1	67,613			67,614		67,614
Issuance of shares to employees and services providers, shares	[1]	6,288
Comprehensive loss for the period					(1,713,678)	(1,713,678)	(7,871)	(1,721,549)
Share based compensation to employees and directors			691,019			691,019	201	691,220
Balance at Mar. 31, 2023		$ 70	29,469,044	(26,275)	(24,551,505)	4,891,334	(116,708)	4,774,626
Balance, shares at Mar. 31, 2023	[1]	694,560
Balance at Dec. 31, 2023		$ 296	35,866,223	(26,275)	(29,360,235)	6,480,009	(21,431)	6,458,578
Balance, shares at Dec. 31, 2023		2,955,490
Issuance of shares for standby equity purchase agreement II		$ 3	39,947			39,950		39,950
Issuance of shares for standby equity purchase agreement II, shares		28,333
Issuance of shares to services providers			23,738			23,738		23,738
Issuance of shares to employees and services providers, shares		4,794
Comprehensive loss for the period					(769,564)	(769,564)	(52,794)	(822,358)
Balance at Mar. 31, 2024		$ 299	$ 35,929,908	$ (26,275)	$ (30,129,799)	$ 5,774,133	$ (74,225)	$ 5,699,908
Balance, shares at Mar. 31, 2024		2,988,617
[1]Adjusted to reflect one (1) for seven (7) reverse stock split

Condensed Consolidated Interi_6

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity (Unaudited) (Parenthetical)		1 Months Ended
	Oct. 04, 2023	Oct. 31, 2023
Statement of Stockholders' Equity [Abstract]
Stockholders' equity, reverse stock split	one for seven reverse stock split	one (1) for seven (7) reverse stock split

Condensed Consolidated Interi_7

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss for the period	$ (822,358)	$ (1,721,549)
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Depreciation	5,126	12,414
Issuance of shares to employees and services providers	23,738	67,614
Share based compensation to employees and directors		691,220
Expenses from standby equity purchase agreement II (Note 4(1))	13,463
Change in fair value of investment in nonconsolidated affiliate	(83,943)
Exchange rate differences on operating leases	1,658	(431)
Increase in accounts receivable, net	(39,073)	(89,695)
Decrease (increase) in inventory	17,525	(8,397)
Decrease (increase) in prepaid expenses and other current assets	86,596	(15,976)
Increase (decrease) in accounts payable	115,298	(20,908)
Decrease in other liabilities	(323,900)	(18,663)
Decrease in operating lease expense	13,825	16,148
Change in operating lease liability	(15,471)	(17,566)
Net cash used in operating activities	(1,007,516)	(1,105,789)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from standby equity purchase agreement, net	39,950
Net cash provided by financing activities	39,950
Effect of exchange rate changes on cash and cash equivalents	2,601	(382)
DECREASE IN CASH , CASH EQUIVALENTS AND RESTRICTED CASH	(964,965)	(1,106,171)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR	4,478,174	5,750,771
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$ 3,513,209	$ 4,644,600

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GENERAL	NOTE 1 – GENERAL A. Operations N2OFF, 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 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 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 3 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”) 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 Company’s 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 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. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 1 – GENERAL (continue) C. Going concern uncertainty Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $ 30 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 March 31, 2024, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the second quarter of 2025. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. Management endeavors to secure 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. Israel – Hamas war Because most of the Company’s operations are conducted in Israel and all members of its board of directors, management, as well as a majority of its employees and consultants, including employees of its service providers, are located in Israel, its business and operations are directly affected by economic, political, geopolitical and military conditions affecting Israel. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers in the southern part of the country. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon also launched missile, rocket, drone and shooting attacks against Israeli military sites, troops and Israeli towns in northern Israel. In response to these attacks, the Israeli army has carried out a number of targeted strikes on sites belonging to Hezbollah in Lebanon and Syria. Recently, Iran has directly joined the hostilities against Israel by firing hundreds of drones, ballistic missiles and guided missiles to Israel causing further uncertainty in the region. While currently no damages were registered in Israel from such attack, the situation is developing and could lead to additional wars and hostilities in the Middle East . N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 1 – GENERAL (continue) Following the brutal attacks on Israel, the mobilization of army reserves and the government declaring a state of war in October 2023, there was a decrease in Israel’s economic and business activity. The security situation has led, among other things, to a disruption in the supply chain and production, a decrease in the volume of national transportation, and a shortage in manpower due to employees being called for active reserve duty as well as a rise in the exchange rate of foreign currencies in relation to the New Israel Shekel. These events may imply wider macroeconomic indications of a deterioration of Israel’s economic standing, which may have a material adverse effect on the Company and its ability to effectively conduct its business, operations and affairs. Although many of such military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war in Gaza and along Israel’s other borders. Certain of its employees and consultants in Israel, in addition to employees of its service providers located in Israel, have been called, and additional employees may be called, for service in the current or future wars or other armed conflicts with Hamas as well as the other pending or future armed conflicts in which Israel is or may become engaged, and such persons may be absent for an extended period of time. Save Foods Ltd has experienced delays in pilots and packaging activities due to the war, as certain packing houses, have halted operations for the time being. Additionally, the Company anticipated engaging additional packing houses to conduct pilots with the Company’s product, but, due to the war, the Company was 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 is unable to predict how long the current conflict will last, as well as the repercussions these delays will have on operations. If the Company is unable to renew pilots or collaborations with local packing houses, the Company’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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation The condensed interim consolidated financial statements included in this Quarterly Report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2024, and its results of operations for the three months ended March 31, 2024, and 2023, changes in stockholders’ equity for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2023 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Use of Estimates The preparation of unaudited condensed consolidated interim 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 convertible loan. 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 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Fair value (continue) 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. 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 1 Level 2 Level 3 Total As of March 31, 2024 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 627,704 - - 627,704 Convertible loan - - 1,111,700 1,111,700 Total assets 627,704 - 1,111,700 1,739,404 The following table presents the changes in fair value of the level 1 assets for the period December 31, 2023 through March 31, 2024: SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS Changes in Fair value US$ Assets: Outstanding at December 31, 2023 641,561 Changes in fair value (13,857 ) Outstanding at March 31, 2024 627,704 The following table presents the changes in fair value of the level 3 assets for the period December 31, 2023 through March 31, 2024: Changes in Fair value US$ Assets: Outstanding at December 31, 2023 1,013,900 Changes in fair value 97,800 Outstanding at March 31, 2024 1,111,700 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

INVESTMENT IN NONCONSOLIDATED A

INVESTMENT IN NONCONSOLIDATED AFFILIATE	3 Months Ended
	Mar. 31, 2024
Investment In Nonconsolidated Affiliate
INVESTMENT IN NONCONSOLIDATED AFFILIATE	NOTE 3 – 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 19.99 16.66 30,004,349 19.99 16.66 In connection with the Securities Exchange Agreement, the Company and Plantify executed a debenture (the “Debenture”), whereby the Company agreed to lend C$ 1,500,000 1,124,000 8 October 4, 2024 0.05 0.10 On September 7, 2023, the Company purchased an additional 55,004,349 0.01 404,890 85,008,698 23 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. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continue) The fair value of the conversion feature loan was estimated using the Black-Scholes option pricing model with assistance of a third-party appraiser. The assumptions used to perform the calculations are detailed below: Fair value of the conversion feature as of March 31, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature March 31, 2024 December 31, 2023 Expected volatility (%) 148.9 % 135.70 % Risk-free interest rate (%) 4.84 % 5.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 0.5 0.25 Conversion price (Canadian dollars) (US$ 0.07 0.10 (US$ 0.04 0.054 Underlying share price (Canadian dollars) (US$ 0.01 0.01 (US$ 0.01 0.01 Fair value (U.S. dollars) $ 1,500 $ 900 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 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 For the three months ended March 31, 2024, an unrealized gain of $ 83,943 The following tables present Plantify’s summarized financial information. SCHEDULE OF EQUITY INVESTMENT Three months ended March 31, 2024 Revenue 160,000 Gross loss (81,000 Net loss (689,000 ) N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

COMMON STOCK

COMMON STOCK	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
COMMON STOCK	NOTE 4 – COMMON STOCK 1. On December 22, 2023, the Company entered into a Standby Equity Purchase Agreement (the “SEPA II”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor has agreed to purchase up to $ 20 94 The SEPA II will terminate automatically on the earlier of January 1, 2027 or when the Investor has purchased an aggregate of $ 20 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 $ 3,000,000 20,000,000 The Company paid a subsidiary of the Investor a structuring fee in the amount of $ 10,000 110,554 254,274 13,463 During March 2024, the Company issued 10,000 18,333 39,950 2. On October 26, 2022, pursuant to an investor relations consulting agreement, the Company’s Board approved the quarterly issuances of 1,286 1,286 17,914 3. On March 18, 2024, the Company issued 3,508 5,824 4. During the three months ended March 31, 2024, the Company recorded share based compensation expenses in General and Administrative expenses in the amount of $ 115,814 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

STOCK OPTIONS

STOCK OPTIONS	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK OPTIONS	NOTE 5 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31, 2023 27,518 23.69 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2024 27,518 23.69 Number of options exercisable at March 31, 2024 27,518 23.69 The aggregate intrinsic value of the awards outstanding as of March 31, 2024 was $ 0 1.29 Costs incurred in respect of stock-options compensation for employees and directors, for the three months ended March 31, 2024 and 2023 were $ 0 8,460

RELATED PARTIES

RELATED PARTIES	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTIES	NOTE 6 – RELATED PARTIES SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES A. Transactions and balances with related parties 2024 2023 Three months ended March 31, 2024 2023 General and administrative expenses: Directors’ compensation 85,571 98,773 Salaries and fees to officers 127,789 137,802 General and administrative expenses net 213,360 (*) 236,575 (*) of which share based compensation - 8,460 Research and development expenses: Salaries and fees to officers - 23,544 Selling and marketing expenses: Salaries and fees to officers - 23,544 (*) of which share based compensation B. Balances with related parties and officers: Other accounts payables 94,442 119,793 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

SEGMENT REPORTING

SEGMENT REPORTING	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SEGMENT REPORTING	NOTE 7 – SEGMENT REPORTING A. Information about reported segment profit or loss and assets The Company has two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) N2O emissions global warming solutions. The Pathogen prevention operating segment consists of Save Foods Ltd. and the global warming solutions operating segment consists of NTWO OFF Ltd. Information related to the operations of the Company’s reportable operating segments is set forth below: SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS Pathogen prevention/ prolong shelf life Global warming solutions Total Three months ended March 31, 2024 Revenues 43,831 - 43,831 Operating loss (190,783 ) (117,939 ) (308,722 ) Unallocated amounts: Unallocated costs (590,344 ) Total operating loss (899,066 ) Financing income, net 4,936 Other expenses (12,171 ) Changes in fair value of an investment in an associate measured under the fair value option 83,943 Net loss (822,358 ) B. Information on sales by geographic distribution: Sales are attributed to geographic distribution based on the location of the customer. SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION 2024 2023 Three months ended March 31, 2024 2023 Israel 4,856 5,221 United States 38,975 41,554 Mexico - 73,215 Turkey - 1,020 Revenues from sales of products 43,831 121,010 C. Sales to single customers exceeding 10 SCHEDULE OF SALES TO CUSTOMERS 2024 2023 Three months ended March 31, 2024 2023 Customer A 38,975 41,554 Customer B - 73,216 Customer C 4,856 - Revenues from sales of products 43,831 114,770 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 March 31, 2024 and 2023: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2024 2023 As of March 31, 2024 2023 Israel 85,116 180,989 United States 19,082 10,218 Property, plant and equipment and ROU assets 104,198 191,207 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS 1. On April 2, 2024, the Company entered into a binding term sheet with Plantify for a credit facility pursuant to which Plantify may borrow from the Company up to $ 250,000 8 Amounts borrowed from time to time must be repaid within twelve months and any amounts outstanding as of the end of the term must be repaid within ninety days. During April 2024, Plantify borrowed $ 106,000 2. On April 4, 2024, the Company, sold a $ 1,500,000 promissory note (the “Note”) to the Investor pursuant to the terms of SEPA II (See note 4(1) above) in exchange for proceeds of $ 1,455,000 , reflecting an original issue discount of 3 % to face value of the Note . The Note bears interest at a rate of 8 April 4, 2025 Commencing June 3, 2024, and every 30 days thereafter, the Company is required to pay $ 150,000 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 3. On May 8, 2024, the Company issued 30,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The condensed interim consolidated financial statements included in this Quarterly Report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2024, and its results of operations for the three months ended March 31, 2024, and 2023, changes in stockholders’ equity for the three months ended March 31, 2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 1, 2024. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2023 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue)
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated interim 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 convertible loan.
Fair value	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 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continue) Fair value (continue) 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. 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 1 Level 2 Level 3 Total As of March 31, 2024 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 627,704 - - 627,704 Convertible loan - - 1,111,700 1,111,700 Total assets 627,704 - 1,111,700 1,739,404 The following table presents the changes in fair value of the level 1 assets for the period December 31, 2023 through March 31, 2024: SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS Changes in Fair value US$ Assets: Outstanding at December 31, 2023 641,561 Changes in fair value (13,857 ) Outstanding at March 31, 2024 627,704 The following table presents the changes in fair value of the level 3 assets for the period December 31, 2023 through March 31, 2024: Changes in Fair value US$ Assets: Outstanding at December 31, 2023 1,013,900 Changes in fair value 97,800 Outstanding at March 31, 2024 1,111,700 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS	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 1 Level 2 Level 3 Total As of March 31, 2024 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 627,704 - - 627,704 Convertible loan - - 1,111,700 1,111,700 Total assets 627,704 - 1,111,700 1,739,404
SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS	The following table presents the changes in fair value of the level 1 assets for the period December 31, 2023 through March 31, 2024: SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS Changes in Fair value US$ Assets: Outstanding at December 31, 2023 641,561 Changes in fair value (13,857 ) Outstanding at March 31, 2024 627,704 The following table presents the changes in fair value of the level 3 assets for the period December 31, 2023 through March 31, 2024: Changes in Fair value US$ Assets: Outstanding at December 31, 2023 1,013,900 Changes in fair value 97,800 Outstanding at March 31, 2024 1,111,700

INVESTMENT IN NONCONSOLIDATED_2

INVESTMENT IN NONCONSOLIDATED AFFILIATE (Tables)	3 Months Ended
	Mar. 31, 2024
Investment In Nonconsolidated Affiliate
SCHEDULE OF FAIR VALUE CONVERSION	Fair value of the conversion feature as of March 31, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature March 31, 2024 December 31, 2023 Expected volatility (%) 148.9 % 135.70 % Risk-free interest rate (%) 4.84 % 5.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 0.5 0.25 Conversion price (Canadian dollars) (US$ 0.07 0.10 (US$ 0.04 0.054 Underlying share price (Canadian dollars) (US$ 0.01 0.01 (US$ 0.01 0.01 Fair value (U.S. dollars) $ 1,500 $ 900
SCHEDULE OF EQUITY INVESTMENT	SCHEDULE OF EQUITY INVESTMENT Three months ended March 31, 2024 Revenue 160,000 Gross loss (81,000 Net loss (689,000 )

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF STOCK OPTION ACTIVITY	The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Outstanding at December 31, 2023 27,518 23.69 Granted - - Exercised - - Forfeited or expired - - Outstanding at March 31, 2024 27,518 23.69 Number of options exercisable at March 31, 2024 27,518 23.69

RELATED PARTIES (Tables)

RELATED PARTIES (Tables)	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES	SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES A. Transactions and balances with related parties 2024 2023 Three months ended March 31, 2024 2023 General and administrative expenses: Directors’ compensation 85,571 98,773 Salaries and fees to officers 127,789 137,802 General and administrative expenses net 213,360 (*) 236,575 (*) of which share based compensation - 8,460 Research and development expenses: Salaries and fees to officers - 23,544 Selling and marketing expenses: Salaries and fees to officers - 23,544 (*) of which share based compensation B. Balances with related parties and officers: Other accounts payables 94,442 119,793

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS	SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS Pathogen prevention/ prolong shelf life Global warming solutions Total Three months ended March 31, 2024 Revenues 43,831 - 43,831 Operating loss (190,783 ) (117,939 ) (308,722 ) Unallocated amounts: Unallocated costs (590,344 ) Total operating loss (899,066 ) Financing income, net 4,936 Other expenses (12,171 ) Changes in fair value of an investment in an associate measured under the fair value option 83,943 Net loss (822,358 )
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION	Sales are attributed to geographic distribution based on the location of the customer. SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION 2024 2023 Three months ended March 31, 2024 2023 Israel 4,856 5,221 United States 38,975 41,554 Mexico - 73,215 Turkey - 1,020 Revenues from sales of products 43,831 121,010
SCHEDULE OF SALES TO CUSTOMERS	SCHEDULE OF SALES TO CUSTOMERS 2024 2023 Three months ended March 31, 2024 2023 Customer A 38,975 41,554 Customer B - 73,216 Customer C 4,856 - Revenues from sales of products 43,831 114,770
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS	The following table presents the locations of the Company’s long-lived assets as of March 31, 2024 and 2023: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS 2024 2023 As of March 31, 2024 2023 Israel 85,116 180,989 United States 19,082 10,218 Property, plant and equipment and ROU assets 104,198 191,207

GENERAL (Details Narrative)

GENERAL (Details Narrative) - USD ($)		1 Months Ended
	Oct. 04, 2023	Oct. 31, 2023	Mar. 31, 2024	Dec. 31, 2023	Apr. 27, 2009
Stockholders' equity, reverse stock split	one for seven reverse stock split	one (1) for seven (7) reverse stock split
Accumulated deficit			$ 30,129,799	$ 29,360,235
Save Foods Ltd [Member]
Ownership percentage					98.48%

SCHEDULE OF FAIR VALUE ASSETS O

SCHEDULE OF FAIR VALUE ASSETS ON RECURRING BASIS (Details)	Mar. 31, 2024 USD ($)
Platform Operator, Crypto Asset [Line Items]
Total assets	$ 1,739,404
Investments [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets	627,704
Convertible Debt [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets	1,111,700
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets	627,704
Fair Value, Inputs, Level 1 [Member] | Investments [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets	627,704
Fair Value, Inputs, Level 1 [Member] | Convertible Debt [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets
Fair Value, Inputs, Level 2 [Member] | Investments [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets
Fair Value, Inputs, Level 2 [Member] | Convertible Debt [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets	1,111,700
Fair Value, Inputs, Level 3 [Member] | Investments [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets
Fair Value, Inputs, Level 3 [Member] | Convertible Debt [Member]
Platform Operator, Crypto Asset [Line Items]
Total assets	$ 1,111,700

SCHEDULE OF CHANGES IN FAIR VAL

SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Outstanding at December 31, 2023	$ 641,561
Changes in fair value	(13,857)
Outstanding at March 31, 2024	627,704
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Outstanding at December 31, 2023	1,013,900
Changes in fair value	97,800
Outstanding at March 31, 2024	$ 1,111,700

SCHEDULE OF FAIR VALUE CONVERSI

SCHEDULE OF FAIR VALUE CONVERSION (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2024 $ / shares	Mar. 31, 2024	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares	Dec. 31, 2023	Dec. 31, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value (US dollars)	$ 1,500	$ 900
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity securities, measurement input				148.9			135.70
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity securities, measurement input				4.84			5.08
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity securities, measurement input				0			0
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contractual term	6 months	3 months
Measurement Input, Conversion Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity securities, measurement input			0.07		0.10	0.04		0.054
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Equity securities, measurement input			0.01		0.01	0.01		0.01

SCHEDULE OF EQUITY INVESTMENT (

SCHEDULE OF EQUITY INVESTMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue	$ 43,831
Net loss	(769,564)	$ (1,713,678)
Plantify Foods Inc [Member]
Revenue	160,000
Gross loss	(81,000)
Net loss	$ (689,000)

INVESTMENT IN NONCONSOLIDATED_3

INVESTMENT IN NONCONSOLIDATED AFFILIATE (Details Narrative)				3 Months Ended
	Sep. 07, 2023 USD ($) shares	Apr. 05, 2023 shares	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) shares		Sep. 07, 2023 $ / shares	Mar. 31, 2023 CAD ($) $ / shares
Percentage of stock issued		16.66%
Common stock, par value | $ / shares								$ 0.10
Unrealized gain loss on investment | $				$ 83,943
Common Stock [Member]
Issuance of shares				28,333
Number of issued for consultant services				4,794	6,288	[1]
Plantify Foods [Member]
Percentage of stock issued	23%	19.99%	19.99%
Issuance of shares	55,004,349	166,340
Debt face amount			$ 1,124,000		$ 1,124,000			$ 1,500,000
Percentage of stock issued			8%		8%			8%
Debt maturity date			Oct. 04, 2024
Common stock, par value | $ / shares							$ 0.01	$ 0.05
Other ownership interests, offering costs | $	$ 404,890
Number of issued for consultant services	85,008,698
Debt investment rate				25.40%
Plantify Foods [Member] | Common Stock [Member]
Issuance of shares		300,043.49
[1]Adjusted to reflect one (1) for seven (7) reverse stock split

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - USD ($)					3 Months Ended
	Mar. 18, 2024	Mar. 18, 2024	Dec. 28, 2023	Dec. 22, 2023	Mar. 31, 2024	Mar. 31, 2023		Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period value					$ 39,950
Prepaid expenses in other current assets					601,452			$ 719,389
Other expenses					13,463
Share based compensation						$ 691,220
General and Administrative Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation					115,814
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period value					$ 3
Share issued					28,333
Common stock to consultant services					4,794	6,288	[1]
Share-based compensation		$ 5,824
Standby Equity Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period value				$ 20,000,000
Debt instrument interest rate stated percentage				94%
Share issued					39,950
Standby Equity Purchase Agreement [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Structuring fee					$ 10,000
Share issued			110,554
Prepaid expenses in other current assets								$ 254,274
Standby Equity Purchase Agreement [Member] | Investor One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share issued					10,000
Standby Equity Purchase Agreement [Member] | Investor Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share issued					18,333
Standby Equity Purchase Agreement [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Long-term purchase commitment, amount				$ 3,000,000
Standby Equity Purchase Agreement [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Long-term purchase commitment, amount				$ 20,000,000
Consulting Agreements [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock to consultant services	1,286	3,508				1,286
Share-based compensation					$ 17,914
[1]Adjusted to reflect one (1) for seven (7) reverse stock split

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Options Outstanding, Beginning | shares	27,518
Weighted Average Exercise Price, Beginning | $ / shares	$ 23.69
Number of Options, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Number of Options, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Number of Options, Forfeited | shares
Weighted Average Exercise Price, Forfeited | $ / shares
Number of Options Outstanding, Ending | shares	27,518
Weighted Average Exercise Price, Ending | $ / shares	$ 23.69
Number of Options Exercisable | shares	27,518
Weighted Average Exercise Price, Exercisable | $ / shares	$ 23.69

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Intrinsic value awards outstanding	$ 0
Stock price	$ 1.29
Stock based compensation	$ 0	$ 8,460

SCHEDULE OF TRANSACTIONS AND BA

SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Related Party Transaction [Line Items]
General and administrative expenses	$ 741,803	$ 1,633,863
Share based compensation		691,220
Research and development expenses	115,866	118,908
Selling and marketing expenses	57,248	69,146
Related Parties and Officers [Member]
Related Party Transaction [Line Items]
Other accounts payables	94,442	119,793
Related Party [Member]
Related Party Transaction [Line Items]
General and administrative expenses	213,360	236,575	[1]
Share based compensation		8,460
Directors Compensation [Member] | Related Party [Member]
Related Party Transaction [Line Items]
General and administrative expenses	85,571	98,773
Salaries and Fees to Officers [Member] | Related Party [Member]
Related Party Transaction [Line Items]
General and administrative expenses	127,789	137,802
Research and development expenses		23,544
Selling and marketing expenses		$ 23,544
[1]of which share based compensation

SCHEDULE OF SEGMENT REPORTING P

SCHEDULE OF SEGMENT REPORTING PROFIT AND LOSS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 43,831
Operating loss	(308,722)
Unallocated costs	(590,344)
Total operating loss	(899,066)	$ (1,743,653)
Financing income, net	4,936	22,104
Other expenses	(12,171)
Changes in fair value of an investment in an associate measured under the fair value option	83,943
Net loss	(822,358)	$ (1,721,549)
Pathogen Prevention [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues	43,831
Operating loss	(190,783)
Global Warming Solutions [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenues
Operating loss	$ (117,939)

SCHEDULE OF INFORMATION ON SALE

SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from sales of products	$ 43,831	$ 121,010
ISRAEL
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from sales of products	4,856	5,221
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from sales of products	38,975	41,554
MEXICO
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from sales of products		73,215
TÜRKIYE
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues from sales of products		$ 1,020

SCHEDULE OF SALES TO CUSTOMERS

SCHEDULE OF SALES TO CUSTOMERS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue, Major Customer [Line Items]
Revenues from sales of products	$ 43,831	$ 121,010
Customer A [Member]
Revenue, Major Customer [Line Items]
Revenues from sales of products	38,975	41,554
Customer B [Member]
Revenue, Major Customer [Line Items]
Revenues from sales of products		73,216
Customer C [Member]
Revenue, Major Customer [Line Items]
Revenues from sales of products	4,856
Customer [Member]
Revenue, Major Customer [Line Items]
Revenues from sales of products	$ 43,831	$ 114,770

SCHEDULE OF INFORMATION ON LONG

SCHEDULE OF INFORMATION ON LONG LIVED ASSETS (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment and ROU assets	$ 104,198	$ 191,207
ISRAEL
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment and ROU assets	85,116	180,989
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment and ROU assets	$ 19,082	$ 10,218

SEGMENT REPORTING (Details Narr

SEGMENT REPORTING (Details Narrative)	3 Months Ended
	Mar. 31, 2024
Single Customer [Member] | Revenue, Segment Benchmark [Member] | Customer Concentration Risk [Member]
Revenue, Major Customer [Line Items]
Concentration risk percentage	10%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)			1 Months Ended
	May 08, 2024	Apr. 04, 2024	Apr. 30, 2024	Apr. 02, 2024
Subsequent Event [Line Items]
Line of credit facility borrowing				$ 250,000
Interet rate of note				8%
Line of credit facility average outstanding amount			$ 106,000
Restricted shares of common stock	30,000
Promissory Note [Member]
Subsequent Event [Line Items]
Interet rate of note		8%
Notes Payable		$ 1,500,000
Proceeds from Notes Payable		$ 1,455,000
Debt Instrument, Interest Rate, Effective Percentage		3%
Maturity date		Apr. 04, 2025
Debt instrument description		Commencing June 3, 2024, and every 30 days thereafter, the Company is required to pay $150,000, together with accrued and unpaid interest on the then outstanding principal. All payments under the Note may be made either (i) in cash or (ii) by 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.
Debt instrument, perodic payment		$ 150,000
Interet rate		18%