Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | true | |
Entity Common Stock, Shares Outstanding | 4,162,383 | |
Entity Listing, Par Value Per Share | $ 0.0001 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 4,467,529 | $ 4,447,003 |
Restricted cash | 22,737 | 31,171 |
Accounts receivable, net of allowance for doubtful account of $56,954 and $64,031 as of June 30, 2024 and December 31, 2023, respectively. | 157,963 | 107,007 |
Inventory | 106,342 | 121,513 |
Prepaid expenses | 653,358 | 719,389 |
Other current assets | 55,798 | 39,538 |
Total Current assets | 5,463,727 | 5,465,621 |
Right-of-use asset arising from operating lease | 28,756 | 56,568 |
Property and equipment, net | 56,102 | 66,581 |
Investment in nonconsolidated affiliate (Note 3) | 1,931,129 | 1,655,461 |
Total assets | 7,479,714 | 7,244,231 |
Current Liabilities | ||
Short term loan (Note 5(1)) | 1,200,000 | |
Accounts payable | 24,973 | 43,539 |
Other liabilities | 365,762 | 734,933 |
Total current liabilities | 1,590,735 | 778,472 |
Operating lease liabilities | 3,305 | 7,181 |
Total liabilities | 1,594,040 | 785,653 |
Stockholders’ Equity | ||
Common stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of June 30, 2024 and December 31, 2023; issued and outstanding 4,161,097 and 2,955,490 shares as of June 30, 2024 and December 31, 2023, respectively. | 416 | 296 |
Preferred stock, $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of June 30, 2024 and December 31, 2023; no shares issued and outstanding as of June 30, 2024 and December 31, 2023. | ||
Additional paid-in capital | 36,915,699 | 35,866,223 |
Foreign currency translation adjustments | (26,275) | (26,275) |
Accumulated deficit | (30,917,247) | (29,360,235) |
Total Company’s stockholders’ equity | 5,972,593 | 6,480,009 |
Non-controlling interests | (86,919) | (21,431) |
Total stockholders’ equity | 5,885,674 | 6,458,578 |
Total liabilities and stockholders’ equity | $ 7,479,714 | $ 7,244,231 |
Condensed Consolidated Interi_2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 56,954 | $ 64,031 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 4,161,097 | 2,955,490 |
Common stock, shares outstanding | 4,161,097 | 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 | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Revenues from sales of products | $ 16,546 | $ 36,608 | $ 60,377 | $ 157,618 | |
Cost of sales | (5,782) | (27,007) | (33,762) | (69,753) | |
Gross profit | 10,764 | 9,601 | 26,615 | 87,865 | |
Research and development expenses | (11,690) | (16,857) | (127,556) | (135,765) | |
Selling and marketing expenses | (57,031) | (88,775) | (114,279) | (157,921) | |
General and administrative expenses | (808,251) | (744,287) | (1,550,054) | (2,378,151) | |
Operating loss | (866,208) | (840,318) | (1,765,274) | (2,583,972) | |
Financing income (expenses), net | (81,055) | 10,982 | (76,119) | 33,087 | |
Other income, net (Note 5(1)) | 117,396 | 12,294 | 105,225 | 12,294 | |
Changes in fair value of an investment in an associate measured under the fair value option (Note 3) | 29,725 | 102,107 | 113,668 | 102,107 | |
Net loss | (800,142) | (714,935) | (1,622,500) | (2,436,484) | |
Less: net loss attributable to non-controlling interests | 12,694 | 5,430 | 65,488 | 13,301 | |
Net loss attributable to the Company’s stockholders’ equity | $ (787,448) | $ (709,505) | $ (1,557,012) | $ (2,423,183) | |
Loss per share (basic) | $ (0.23) | $ (0.69) | $ (0.49) | $ (2.8) | |
Loss per share (diluted) | $ (0.23) | $ (0.69) | $ (0.49) | $ (2.8) | |
Basic weighted average number of shares of Common Stock outstanding | [1] | 3,408,878 | 1,027,040 | 3,184,772 | 862,399 |
Diluted weighted average number of shares of Common Stock outstanding | [1] | 3,408,878 | 1,027,040 | 3,184,772 | 862,399 |
[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] | Parent [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 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 | $ 14 | 691,005 | 691,019 | 201 | 691,220 | |||
Share based compensation to employees and directors, shares | [1] | 142,860 | ||||||
Balance at Mar. 31, 2023 | $ 84 | 29,469,030 | (26,275) | (24,551,505) | 4,891,334 | (116,708) | 4,774,626 | |
Balance, shares at Mar. 31, 2023 | [1] | 837,420 | ||||||
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 | ||||||
Comprehensive loss for the period | (2,436,484) | |||||||
Balance at Jun. 30, 2023 | $ 115 | 30,971,643 | (26,275) | (25,261,010) | 5,684,473 | (122,050) | 5,562,423 | |
Balance, shares at Jun. 30, 2023 | [1] | 1,139,686 | ||||||
Balance at Mar. 31, 2023 | $ 84 | 29,469,030 | (26,275) | (24,551,505) | 4,891,334 | (116,708) | 4,774,626 | |
Balance, shares at Mar. 31, 2023 | [1] | 837,420 | ||||||
Issuance of shares to services providers | $ 14 | 670,226 | 670,240 | 670,240 | ||||
Issuance of shares to services providers, shares | [1] | 135,926 | ||||||
Comprehensive loss for the period | (709,505) | (709,505) | (5,430) | (714,935) | ||||
Issuance of shares for exchange agreement | $ 17 | 826,688 | 826,705 | 826,705 | ||||
Issuance of shares for exchange agreement, shares | [1] | 166,340 | ||||||
Share based compensation to employees and directors | 5,699 | 5,699 | 88 | 5,787 | ||||
Balance at Jun. 30, 2023 | $ 115 | 30,971,643 | (26,275) | (25,261,010) | 5,684,473 | (122,050) | 5,562,423 | |
Balance, shares at Jun. 30, 2023 | [1] | 1,139,686 | ||||||
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 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 | |||||||
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 | |||||||
Comprehensive loss for the period | (1,622,500) | |||||||
Balance at Jun. 30, 2024 | $ 416 | 36,915,699 | (26,275) | (30,917,247) | 5,972,593 | (86,919) | 5,885,674 | |
Balance, shares at Jun. 30, 2024 | 4,161,097 | |||||||
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 | |||||||
Issuance of shares for standby equity purchase agreement II | $ 114 | 936,980 | 937,094 | 937,094 | ||||
Issuance of shares for standby equity purchase agreement II, shares | 1,142,480 | |||||||
Issuance of shares to services providers | $ 3 | 48,811 | 48,814 | 48,814 | ||||
Issuance of shares to services providers, shares | 30,000 | |||||||
Comprehensive loss for the period | (787,448) | (787,448) | (12,694) | (800,142) | ||||
Balance at Jun. 30, 2024 | $ 416 | $ 36,915,699 | $ (26,275) | $ (30,917,247) | $ 5,972,593 | $ (86,919) | $ 5,885,674 | |
Balance, shares at Jun. 30, 2024 | 4,161,097 | |||||||
[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 ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Loss for the period | $ (1,622,500) | $ (2,436,484) |
Adjustments required to reconcile net loss for the period to net cash used in operating activities: | ||
Depreciation | 10,177 | 23,215 |
Issuance of shares to employees and services providers | 72,552 | 868,825 |
Share based compensation to employees and directors | 14,247 | |
Loss (gain) from sales of property and equipment | 188 | (12,294) |
Gain from standby equity purchase agreement II (Note 5(1)) | (105,413) | |
Expenses from standby equity purchase agreement II and promissory note (Note 5(1)) | 109,754 | |
Change in fair value of investment in nonconsolidated affiliate | (113,668) | (102,107) |
Exchange rate differences on operating leases | 3,631 | 201 |
Decrease (increase) in accounts receivable, net | (50,956) | 83,076 |
Decrease (increase) in inventory | 15,171 | (9,996) |
Decrease in prepaid expenses and other current assets | 13,620 | 61,725 |
Decrease in accounts payable | (21,158) | (27,595) |
Decrease in other liabilities | (345,573) | (94,395) |
Decrease in operating lease expense | 27,812 | 32,460 |
Change in operating lease liability | (31,105) | (35,296) |
Net cash used in operating activities | (2,037,468) | (1,634,418) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in nonconsolidated affiliate | (162,000) | (1,124,458) |
Proceeds from sales of property and equipment | 114 | 22,789 |
Net cash used in investing activities | (161,886) | (1,101,669) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from promissory note | 1,455,000 | |
Repayments of promissory note | (328,603) | |
Proceeds from standby equity purchase agreement, net | 1,082,457 | |
Net cash provided by financing activities | 2,208,854 | |
Effect of exchange rate changes on cash and cash equivalents | 2,592 | 2,719 |
INCREASE (DECREASE) IN CASH , CASH EQUIVALENTS AND RESTRICTED CASH | 12,092 | (2,733,368) |
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 | 4,490,266 | 3,017,403 |
Non cash transactions: | ||
Investment in nonconsolidated affiliate (see Note 3) | 826,705 | |
Issuance of shares for future services | $ 551,790 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 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 (“N 2 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 (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 $ 31 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 June 30, 2024, management currently is of the opinion that its existing cash will be sufficient to fund operations until the end of the first 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. It is possible that the hostilities with Hezbollah and Iran will escalate, and that other terrorist organizations, including Palestinian military organizations in the West Bank, as well as other hostile countries, will join the hostilities. Such hostilities may include terror and missile attacks. In the event that the Company’s facilities are damaged as a result of hostile actions, or hostilities otherwise disrupt our ongoing operations, its ability to deliver or provide products and services in a timely manner to meet its contractual obligations towards customers and vendors could be materially and adversely affected. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 1 – GENERAL (continued) 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. Plantify has facilities in Kibbutz Gonen, which is located in an area in northern Israel that has been affected by ongoing hostilities with Hezbollah in Lebanon, as part of the ongoing Israel – Hamas war. Due to the continuous drone attacks, missile strikes and shootings in the region, the area has been almost completely evacuated of civilians. Plantify has reduced its operations in the facility in Kibbutz Gonen and may not be able to resume its regular activities, including its ability to deliver products to customers in a timely manner, if the hostilities persist for an extended period. If Plantify is unable to repay each of the debenture and amounts borrowed under the credit facility it would make us a creditor of Plantify. 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2024, and its results of operations for the six months ended June 30, 2024, and 2023, changes in stockholders’ equity for the six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the six months ended June 30, 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 (continued) 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. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) Fair value (continued) 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. 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 As of June 30, 2024 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 621,329 - - 621,329 Credit Facility - - 145,300 145,300 Convertible loan - - 1,164,500 1,164,500 Total assets 621,329 - 1,309,800 1,931,129 As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 641,561 - - 641,561 Convertible loan - - 1,013,900 1,013,900 Total assets 641,561 - 1,013,900 1,655,461 The following table presents the changes in fair value of the level 1 assets for the period December 31, 2023 through June 30, 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 (20,232 ) Outstanding at June 30, 2024 621,329 The following table presents the changes in fair value of the level 3 assets for the period December 31, 2023 through June 30, 2024: Changes in Fair value US$ Assets: Outstanding at December 31, 2023 1,013,900 Credit facility to Plantify 162,000 Changes in fair value 133,900 Outstanding at June 30, 2024 1,309,800 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) |
INVESTMENT IN NONCONSOLIDATED A
INVESTMENT IN NONCONSOLIDATED AFFILIATE | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
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 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 0.05 0.10 On September 7, 2023, the Company purchased an additional 55,004,349 0.01 404,890 7 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. 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: N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued) Fair value of the conversion feature as of June 30, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature June 30, 2024 December 31, 2023 Expected volatility (%) 158.7 % 135.70 % Risk-free interest rate (%) 4.63 % 5.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 0.25 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) $ 100 $ 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 24.7 1,164,400 For the six and three months ended June 30, 2024, an unrealized gain of $ 130,368 46,425 On April 2, 2024, the Board of Directors of the Company approved a binding term sheet for a credit facility of up to $ 250,000 8 April 2, 2024 April 1, 2025 Subject to the provisions of this Credit Facility, Plantify may drawdown up to $ 250,000 162,000 The following tables present Plantify’s summarized financial information. SCHEDULE OF EQUITY INVESTMENT Six months ended Three months ended Revenue 327,000 167,000 Gross loss (123,000 ) (43,000 ) Net loss (1,553,000 ) (864,000 ) N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) |
LOAN AGREEMENT
LOAN AGREEMENT | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
LOAN AGREEMENT | NOTE 4 – LOAN AGREEMENT On June 30, 2024, the Company entered into a 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 € 500,000 541,541 375,000 406,156 7 375,000 406,156) |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 5 – 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 The price of shares to be issued under the SEPA II 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 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 34,783 During the six months ended June 30, 2024, the Company issued 1,170,813 977,044 1,082,457 On April 4, 2024, the Company, sold a $ 1,500,000 1,455,000 3 The Note bears interest at a rate of 8 April 4, 2025 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 2. On October 26, 2022, pursuant to an investor relations consulting agreement, the Company’s Board of Directors approved the quarterly issuances of 1,286 1,286 17,914 1,286 3. On March 18, 2024, the Company issued 3,508 dated on November 23, 2023 5,824 4. On May 8, 2024 the Company issued 30,000 30,900 5. During the six months ended June 30, 2024, the Company recorded share based compensation expenses in General and Administrative expenses in the amount of $ 187,935 |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 6 – STOCK OPTIONS The following table presents the Company’s stock option activity for employees and directors of the Company for the six months ended June 30, 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 June 30, 2024 27,518 23.69 Number of options exercisable at June 30, 2024 27,518 23.69 The aggregate intrinsic value of the awards outstanding as of June 30, 2024 was $ 0 0.48 Costs incurred in respect of stock-options compensation for employees and directors, for the six months ended June 30, 2024 and 2023 were $ 0 14,247 0 5,787 |
RELATED PARTIES
RELATED PARTIES | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 7 – RELATED PARTIES SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES A. Transactions and balances with related parties Six months ended June 30, 2024 2023 General and administrative expenses: Directors’ compensation 170,275 192,789 Salaries and fees to officers 237,271 245,241 407,546 (*) 438,030 (*) of which share based compensation - 19,389 Research and development expenses: Salaries and fees to officers - 33,883 Selling and marketing expenses: Salaries and fees to officers - 33,883 (*) of which share based compensation B. Balances with related parties and officers: As of June 30, As of December 31, 2024 2023 Other accounts payables 85,751 139,117 C. T he Company’s chairman of the board of directors is also a shareholder and director of AI Conversation Systems Ltd., an Israeli company which merged with Solterra. See also Notes 4 and 9. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 8 – 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) the N 2 Information related to the operations of the Company’s reportable operating segments is set forth below: SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS Pathogen prevention Global warming solutions Total Six months ended June 30, 2024 Revenues 60,377 - 60,377 Operating loss (474,561 ) (136,750 ) (611,311 ) Unallocated amounts: Unallocated costs (1,153,963 ) Total operating loss (1,765,274 ) Financing expenses, net (76,119 ) Other income 105,225 Changes in fair value of an investment in an associate measured under the fair value option 113,668 Net loss (1,622,500 ) Pathogen prevention Global warming solutions Total Three months ended June 30, 2024 Revenues 16,546 - 16,546 Operating loss (283,778 ) (18,811 ) (302,589 ) Unallocated amounts: Unallocated costs (563,619 ) Total operating loss (866,208 ) Financing expenses, net (81,055 ) Other income 117,396 Changes in fair value of an investment in an associate measured under the fair value option 29,725 Net loss (800,142 ) 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 Six months ended June 30, Three months ended June 30, 2024 2023 2024 2023 Israel 19,303 5,221 14,446 - United States 38,974 41,554 - - Mexico - 109,824 - 36,608 Peru 2,100 - 2,100 - Turkey - 1,019 - - Revenues from sales 60,377 157,618 16,546 36,608 C. Sales to single customers exceeding 10 % of sales (US$): SCHEDULE OF SALES TO CUSTOMERS Six months ended June 30, Three months ended June 30, 2024 2023 2024 2023 Customer A - 109,824 - 36,608 Customer B 38,974 41,554 - - Customer C 13,035 - 13,035 - Revenues from sales 52,009 151,378 13,035 36,608 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 June 30, 2024 and December 31, 2023: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS As of As of June 30, 2024 December 31, 2023 Israel 67,763 102,103 United States 17,095 21,046 Property, plant and equipment and ROU assets 84,858 123,149 N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS 1. On July 25, 2024, the Company issued to a consultant 1,286 17,914 2. On July 8, 2024, the Company paid € 375,000 406,156 2,080,000 2,288,000 1,560,000 solar energy sector 7 five years All loans to the Partnership from Solterra will be subordinate to the Loan. Pursuant 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”). 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. On July 31, 2024 the Company paid the first payment in the amount of € 337,500 365,560 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2024, and its results of operations for the six months ended June 30, 2024, and 2023, changes in stockholders’ equity for the six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the six months ended June 30, 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. |
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. N2OFF, INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued) Fair value (continued) 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. 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 As of June 30, 2024 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 621,329 - - 621,329 Credit Facility - - 145,300 145,300 Convertible loan - - 1,164,500 1,164,500 Total assets 621,329 - 1,309,800 1,931,129 As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 641,561 - - 641,561 Convertible loan - - 1,013,900 1,013,900 Total assets 641,561 - 1,013,900 1,655,461 The following table presents the changes in fair value of the level 1 assets for the period December 31, 2023 through June 30, 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 (20,232 ) Outstanding at June 30, 2024 621,329 The following table presents the changes in fair value of the level 3 assets for the period December 31, 2023 through June 30, 2024: Changes in Fair value US$ Assets: Outstanding at December 31, 2023 1,013,900 Credit facility to Plantify 162,000 Changes in fair value 133,900 Outstanding at June 30, 2024 1,309,800 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) | 6 Months Ended |
Jun. 30, 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 As of June 30, 2024 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 621,329 - - 621,329 Credit Facility - - 145,300 145,300 Convertible loan - - 1,164,500 1,164,500 Total assets 621,329 - 1,309,800 1,931,129 As of December 31, 2023 Level 1 Level 2 Level 3 Total US$ Assets: Investment in Plantify 641,561 - - 641,561 Convertible loan - - 1,013,900 1,013,900 Total assets 641,561 - 1,013,900 1,655,461 |
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 June 30, 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 (20,232 ) Outstanding at June 30, 2024 621,329 The following table presents the changes in fair value of the level 3 assets for the period December 31, 2023 through June 30, 2024: Changes in Fair value US$ Assets: Outstanding at December 31, 2023 1,013,900 Credit facility to Plantify 162,000 Changes in fair value 133,900 Outstanding at June 30, 2024 1,309,800 |
INVESTMENT IN NONCONSOLIDATED_2
INVESTMENT IN NONCONSOLIDATED AFFILIATE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SCHEDULE OF FAIR VALUE CONVERSION | Fair value of the conversion feature as of June 30, 2024 and December 31, 2023: SCHEDULE OF FAIR VALUE CONVERSION Fair value of the conversion feature June 30, 2024 December 31, 2023 Expected volatility (%) 158.7 % 135.70 % Risk-free interest rate (%) 4.63 % 5.08 % Expected dividend yield 0.0 % 0.0 % Contractual term (years) (*) 0.25 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) $ 100 $ 900 |
SCHEDULE OF EQUITY INVESTMENT | The following tables present Plantify’s summarized financial information. SCHEDULE OF EQUITY INVESTMENT Six months ended Three months ended Revenue 327,000 167,000 Gross loss (123,000 ) (43,000 ) Net loss (1,553,000 ) (864,000 ) |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 June 30, 2024 27,518 23.69 Number of options exercisable at June 30, 2024 27,518 23.69 |
RELATED PARTIES (Tables)
RELATED PARTIES (Tables) | 6 Months Ended |
Jun. 30, 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 Six months ended June 30, 2024 2023 General and administrative expenses: Directors’ compensation 170,275 192,789 Salaries and fees to officers 237,271 245,241 407,546 (*) 438,030 (*) of which share based compensation - 19,389 Research and development expenses: Salaries and fees to officers - 33,883 Selling and marketing expenses: Salaries and fees to officers - 33,883 (*) of which share based compensation B. Balances with related parties and officers: As of June 30, As of December 31, 2024 2023 Other accounts payables 85,751 139,117 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS | Information related to the operations of the Company’s reportable operating segments is set forth below: SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS Pathogen prevention Global warming solutions Total Six months ended June 30, 2024 Revenues 60,377 - 60,377 Operating loss (474,561 ) (136,750 ) (611,311 ) Unallocated amounts: Unallocated costs (1,153,963 ) Total operating loss (1,765,274 ) Financing expenses, net (76,119 ) Other income 105,225 Changes in fair value of an investment in an associate measured under the fair value option 113,668 Net loss (1,622,500 ) Pathogen prevention Global warming solutions Total Three months ended June 30, 2024 Revenues 16,546 - 16,546 Operating loss (283,778 ) (18,811 ) (302,589 ) Unallocated amounts: Unallocated costs (563,619 ) Total operating loss (866,208 ) Financing expenses, net (81,055 ) Other income 117,396 Changes in fair value of an investment in an associate measured under the fair value option 29,725 Net loss (800,142 ) |
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 Six months ended June 30, Three months ended June 30, 2024 2023 2024 2023 Israel 19,303 5,221 14,446 - United States 38,974 41,554 - - Mexico - 109,824 - 36,608 Peru 2,100 - 2,100 - Turkey - 1,019 - - Revenues from sales 60,377 157,618 16,546 36,608 |
SCHEDULE OF SALES TO CUSTOMERS | SCHEDULE OF SALES TO CUSTOMERS Six months ended June 30, Three months ended June 30, 2024 2023 2024 2023 Customer A - 109,824 - 36,608 Customer B 38,974 41,554 - - Customer C 13,035 - 13,035 - Revenues from sales 52,009 151,378 13,035 36,608 |
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS | The following table presents the locations of the Company’s long-lived assets as of June 30, 2024 and December 31, 2023: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS As of As of June 30, 2024 December 31, 2023 Israel 67,763 102,103 United States 17,095 21,046 Property, plant and equipment and ROU assets 84,858 123,149 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | 1 Months Ended | ||||
Oct. 04, 2023 | Oct. 31, 2023 | Jun. 30, 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 | $ 30,917,247 | $ 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) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | $ 1,931,129 | $ 1,655,461 |
Investments [Member] | Plantify Foods Inc [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | 621,329 | 641,561 |
Credit Facility [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | 145,300 | |
Convertible Debt [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | 1,164,500 | 1,013,900 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | 621,329 | 641,561 |
Fair Value, Inputs, Level 1 [Member] | Investments [Member] | Plantify Foods Inc [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | 621,329 | 641,561 |
Fair Value, Inputs, Level 1 [Member] | Credit Facility [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
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] | Plantify Foods Inc [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Fair Value, Inputs, Level 2 [Member] | Credit Facility [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 | 1,309,800 | 1,013,900 |
Fair Value, Inputs, Level 3 [Member] | Investments [Member] | Plantify Foods Inc [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Fair Value, Inputs, Level 3 [Member] | Credit Facility [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | 145,300 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Debt [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | $ 1,164,500 | $ 1,013,900 |
SCHEDULE OF CHANGES IN FAIR VAL
SCHEDULE OF CHANGES IN FAIR VALUE OF ASSETS (Details) | 6 Months Ended |
Jun. 30, 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 | (20,232) |
Outstanding at June 30, 2024 | 621,329 |
Fair Value, Inputs, Level 3 [Member] | |
Platform Operator, Crypto Asset [Line Items] | |
Outstanding at December 31, 2023 | 1,013,900 |
Credit facility to Plantify | 162,000 |
Changes in fair value | 133,900 |
Outstanding at June 30, 2024 | $ 1,309,800 |
SCHEDULE OF FAIR VALUE CONVERSI
SCHEDULE OF FAIR VALUE CONVERSION (Details) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2024 $ / shares | Jun. 30, 2024 | Jun. 30, 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) | $ 100 | $ 900 | ||||||
Measurement Input, Price Volatility [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Equity securities, measurement input | 158.7 | 135.70 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Equity securities, measurement input | 4.63 | 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 | 3 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Gross loss | $ 10,764 | $ 9,601 | $ 26,615 | $ 87,865 |
Net loss | (787,448) | $ (709,505) | (1,557,012) | $ (2,423,183) |
Plantify Foods Inc [Member] | ||||
Revenue | 167,000 | 327,000 | ||
Gross loss | (43,000) | (123,000) | ||
Net loss | $ (864,000) | $ (1,553,000) |
INVESTMENT IN NONCONSOLIDATED_3
INVESTMENT IN NONCONSOLIDATED AFFILIATE (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||||
Apr. 02, 2024 USD ($) | Sep. 07, 2023 USD ($) shares | Apr. 05, 2023 shares | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Sep. 07, 2023 $ / shares shares | Mar. 31, 2023 CAD ($) $ / shares | |
Percentage of outstanding capital stock before closing | 19.99% | 19.99% | ||||||
Percentage of outstanding capital stock after closing | 16.66% | |||||||
Conversion price after 12 months | $ / shares | $ 0.48 | $ 0.48 | ||||||
Unrealized gain on investment | $ | $ 130,368 | $ 46,425 | ||||||
Common Stock [Member] | Plantify Foods Inc [Member] | ||||||||
Number of shares issued | 300,043.49 | |||||||
Plantify Foods Inc [Member] | ||||||||
Percentage of outstanding capital stock before closing | 19.99% | 19.99% | ||||||
Number of shares issued | 55,004,349 | |||||||
Percentage of outstanding capital stock after closing | 23% | 16.66% | ||||||
Debt face amount | $ 1,124,000 | $ 1,500,000 | ||||||
Percentage of stock issued | 8% | 8% | ||||||
Conversion price for first 12 months | $ / shares | $ 0.05 | |||||||
Conversion price after 12 months | $ / shares | $ 0.10 | |||||||
Purchase price per share | $ / shares | $ 0.01 | |||||||
Value of shares issued | $ | $ 404,890 | |||||||
Increase in percentage of ownership | 7% | |||||||
Shares owned | 85,008,698 | |||||||
Debenture investment rate | 24.70% | 24.70% | ||||||
Debt investment | 1,164,400 | 1,164,400 | ||||||
Credit facility, borrowing capacity | $ | $ 250,000 | |||||||
Interest rate | 8% | |||||||
Credit facility, beginning date | Apr. 02, 2024 | |||||||
Credit facility, ending date | Apr. 01, 2025 | |||||||
Credit facility, amount borrowed | $ | $ 162,000 | $ 162,000 | ||||||
Plantify Foods Inc [Member] | Common Stock [Member] | ||||||||
Number of shares issued | 166,340 |
LOAN AGREEMENT (Details Narrati
LOAN AGREEMENT (Details Narrative) - Loan Agreement [Member] | 6 Months Ended | |||
Jul. 08, 2024 USD ($) | Jul. 08, 2024 EUR (€) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | |
Subsequent Event [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment of debt | $ 406,156 | € 375,000 | ||
Solterra Renewable Energy Ltd [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate principal amount | $ 541,541 | € 500,000 | ||
Commited amount | $ 406,156 | € 375,000 | ||
Accrued interest rate | 7% |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||||
Jul. 25, 2024 | May 08, 2024 | Apr. 04, 2024 | Mar. 18, 2024 | Dec. 28, 2023 | Dec. 22, 2023 | Oct. 22, 2023 | Oct. 26, 2022 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Prepaid expenses in other current assets | $ 653,358 | $ 653,358 | $ 719,389 | ||||||||||||||
Other expenses | 34,783 | ||||||||||||||||
Value of shares issued | 937,094 | $ 39,950 | |||||||||||||||
Value of shares issued for consultant services | $ 48,814 | $ 23,738 | $ 670,240 | $ 67,614 | |||||||||||||
Share based compensation | $ 14,247 | ||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Share based compensation | $ 187,935 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares issued | 1,142,480 | 28,333 | |||||||||||||||
Value of shares issued | $ 114 | $ 3 | |||||||||||||||
Number of shares issued for consultant services | 30,000 | 4,794 | 135,926 | [1] | 6,288 | [1] | |||||||||||
Value of shares issued for consultant services | $ 3 | $ 14 | $ 1 | ||||||||||||||
Promissory Note [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Sale of promissory note | $ 1,500,000 | ||||||||||||||||
Proceeds from debt | $ 1,455,000 | ||||||||||||||||
Original issue discount | 3% | ||||||||||||||||
Interest rate | 8% | ||||||||||||||||
Maturity date | Apr. 04, 2025 | ||||||||||||||||
Debt periodic amount payable | $ 150,000 | ||||||||||||||||
Default interest rate | 18% | ||||||||||||||||
Standby Equity Purchase Agreement [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
SharesAggregatePurchaseAmount | $ 20,000,000 | ||||||||||||||||
Shares price description | The price of shares to be issued under the SEPA II 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 | ||||||||||||||||
Pre-advance for purchase of shares | $ 3,000,000 | ||||||||||||||||
Number of shares issued | 1,170,813 | ||||||||||||||||
Value of shares issued | $ 1,082,457 | ||||||||||||||||
Standby Equity Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Structuring fee | $ 10,000 | ||||||||||||||||
Shares issued for commitment fee | 110,554 | ||||||||||||||||
Prepaid expenses in other current assets | $ 254,274 | ||||||||||||||||
Standby Equity Purchase Agreement Two [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Value of shares issued | $ 977,044 | ||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares issued for consultant services | 30,000 | 3,508 | |||||||||||||||
Value of shares issued for consultant services | $ 30,900 | $ 5,824 | |||||||||||||||
Consulting Agreements [Member] | Subsequent Event [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares issued for consultant services | 1,286 | ||||||||||||||||
Value of shares issued for consultant services | $ 17,914 | ||||||||||||||||
Consulting Agreements [Member] | Common Stock [Member] | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||
Number of shares issued for consultant services | 1,286 | 1,286 | |||||||||||||||
Value of shares issued for consultant services | $ 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) | 6 Months Ended |
Jun. 30, 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 or expired | shares | |
Weighted Average Exercise Price, Forfeited or expired | $ / 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||
Intrinsic value of awards outstanding | $ 0 | $ 0 | ||
Stock price | $ 0.48 | $ 0.48 | ||
Stock-options compensation | $ 0 | $ 5,787 | $ 0 | $ 14,247 |
SCHEDULE OF TRANSACTIONS AND BA
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | ||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | $ 808,251 | $ 744,287 | $ 1,550,054 | $ 2,378,151 | ||
Share based compensation | 14,247 | |||||
Research and development expenses | 11,690 | 16,857 | 127,556 | 135,765 | ||
Selling and marketing expenses | 57,031 | $ 88,775 | 114,279 | 157,921 | ||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | 407,546 | 438,030 | [1] | |||
Share based compensation | 19,389 | |||||
Directors Compensation [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | 170,275 | 192,789 | ||||
Salaries and Fees to Officers [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expenses | 237,271 | 245,241 | ||||
Research and development expenses | 33,883 | |||||
Selling and marketing expenses | $ 33,883 | |||||
Related Parties and Officers [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Other accounts payables | $ 85,751 | $ 85,751 | $ 139,117 | |||
[1]of which share based compensation |
SCHEDULE OF INFORMATION RELATED
SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 16,546 | $ 36,608 | $ 60,377 | $ 157,618 | ||
Operating loss | (302,589) | (611,311) | ||||
Unallocated costs | (563,619) | (1,153,963) | ||||
Total operating loss | (866,208) | (840,318) | (1,765,274) | (2,583,972) | ||
Financing expenses, net | (81,055) | (76,119) | ||||
Other income | 117,396 | 12,294 | 105,225 | 12,294 | ||
Changes in fair value of an investment in an associate measured under the fair value option | 29,725 | 113,668 | ||||
Net loss | (800,142) | $ (822,358) | $ (714,935) | $ (1,721,549) | (1,622,500) | $ (2,436,484) |
Pathogen Prevention [Member] | Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 16,546 | 60,377 | ||||
Operating loss | (283,778) | (474,561) | ||||
Global Warming Solutions [Member] | Operating Segments [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | ||||||
Operating loss | $ (18,811) | $ (136,750) |
SCHEDULE OF INFORMATION ON SALE
SCHEDULE OF INFORMATION ON SALES BY GEOGRAPHIC DISTRIBUTION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from sales | $ 16,546 | $ 36,608 | $ 60,377 | $ 157,618 |
ISRAEL | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from sales | 14,446 | 19,303 | 5,221 | |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from sales | 38,974 | 41,554 | ||
MEXICO | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from sales | 36,608 | 109,824 | ||
PERU | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from sales | 2,100 | 2,100 | ||
TÜRKIYE | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues from sales | $ 1,019 |
SCHEDULE OF SALES TO CUSTOMERS
SCHEDULE OF SALES TO CUSTOMERS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||||
Revenues from sales | $ 16,546 | $ 36,608 | $ 60,377 | $ 157,618 |
Customer A [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues from sales | 36,608 | 109,824 | ||
Customer B [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues from sales | 38,974 | 41,554 | ||
Customer C [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues from sales | 13,035 | 13,035 | ||
Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues from sales | $ 13,035 | $ 36,608 | $ 52,009 | $ 151,378 |
SCHEDULE OF INFORMATION ON LONG
SCHEDULE OF INFORMATION ON LONG LIVED ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment and ROU assets | $ 84,858 | $ 123,149 |
ISRAEL | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment and ROU assets | 67,763 | 102,103 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, plant and equipment and ROU assets | $ 17,095 | $ 21,046 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) | 6 Months Ended |
Jun. 30, 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) | 3 Months Ended | |||||||||||
Jul. 31, 2024 USD ($) | Jul. 31, 2024 EUR (€) | Jul. 25, 2024 USD ($) shares | Jul. 08, 2024 USD ($) | Jul. 08, 2024 EUR (€) | May 08, 2024 USD ($) shares | Mar. 18, 2024 USD ($) shares | Jun. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jul. 08, 2024 EUR (€) | |
Subsequent Event [Line Items] | ||||||||||||
Value of issued for consultant services | $ 48,814 | $ 23,738 | $ 670,240 | $ 67,614 | ||||||||
Consulting Agreements [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of issued for consultant services | shares | 30,000 | 3,508 | ||||||||||
Value of issued for consultant services | $ 30,900 | $ 5,824 | ||||||||||
Consulting Agreements [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of issued for consultant services | shares | 1,286 | |||||||||||
Value of issued for consultant services | $ 17,914 | |||||||||||
Loan Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment for loan | $ 406,156 | € 375,000 | ||||||||||
Loan and Partnership Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment for loan | $ 365,560 | € 337,500 | ||||||||||
Aggregate principal amount | $ 2,288,000 | € 2,080,000 | ||||||||||
Commited amount | € | € 1,560,000 | |||||||||||
Interest rate | 7% | 7% | ||||||||||
Loan term | 5 years | 5 years | ||||||||||
Loan description | Pursuant 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”). | Pursuant 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”). |