N2OFF Accelerates European Renewable Energy Momentum with Major De-Risking Milestones and Approximately $1.69 Million Value Unlock in Germany and Italy

Rhea-AI Summary

N2OFF (NASDAQ: NITO) reported de-risking progress and a value unlock across European projects in partnership with Solterra Renewable Energy. Key outcomes include zero objections in Germany's public consultation, formal planning submissions in Italy, and an estimated $1.69 million of project-level savings realized through a capital-efficient amendment.

The German flagship aims for final approval in Q3 2026; Solterra received ~€280,000 advance funding in exchange for a €11,000 per MW reduction in development fees. Sicilian battery projects have binding grid capacity, preliminary land agreements and target planning approvals in H2 2026, after which N2OFF will decide sale versus build-and-operate.

Positive

• Estimated value creation of $1.69 million from fee amendment
• German project on track for Q3 2026 final approval
• Sicilian battery projects have secured binding grid capacity
• Solterra received €280,000 advance funding to accelerate development

Negative

• Project approvals remain conditional; planning approvals targeted for H2 2026 only if no material objections
• Monetization timing uncertain — value realization deferred until post-approval decisions in H2 2026

Key Figures

Value unlock Germany/Italy $1.69 million Approximate value creation cited in headline and Germany renegotiation

Advance funding to Solterra €280,000 Advance funding under amended German development agreement

Fee reduction per MW €11,000 per MW Reduction in German development fees under amended agreement

German approval target Q3 2026 Targeted timing for final approval of flagship German project

Italian approval window H2 2026 Targeted planning approvals for Sicilian battery storage projects

Market Reality Check

$1.59 Last Close

Volume Volume 6,471 vs 20-day average 21,266 (0.3x average) low

Technical Shares at $2.22, well below 200-day MA of $7.11 and 98.18% below 52-week high $122.15

Peers on Argus

Most agricultural-input peers traded lower, with SEED at -3.28%, ENFY at -2.63%, SANW at -19.64%, and BIOX at -2.22%, while AVD rose 1.01%. NITO’s -2.63% move fits the generally weak peer backdrop but without confirmed sector-wide momentum.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 18	Pipeline update	Positive	+0.7%	MitoCareX hit compounds and 2026 preclinical candidate plans outlined.
Oct 30	Acquisition close	Positive	-0.9%	Details of MitoCareX merger terms and funding commitments disclosed.
Oct 23	Acquisition close	Positive	+6.8%	Closing of MitoCareX acquisition and ownership terms announced.
Oct 08	Listing compliance	Positive	-10.7%	Regained Nasdaq minimum bid compliance after reverse split.
Sep 25	Deal approval	Positive	+1.5%	Shareholders approved transformative MitoCareX merger and funding plan.

Pattern Detected

Recent company news, often positive (acquisitions, compliance, pipeline updates), has produced mixed single-digit price reactions, with three aligned and two divergent moves.

Recent Company History

Over the last few months, N2OFF has shifted strategically, completing and then integrating the MitoCareX acquisition, which transformed it from a cleantech solar investor into a cancer drug discovery player. Regulatory filings detailed pro forma financials, added risk factors, and highlighted a going concern warning despite $6.0M in cash as of Sep 30, 2025. The company also regained Nasdaq bid-price compliance after a 1-for-35 reverse split. Today’s announcement returns focus to its European renewable portfolio, adding de-risking and value-creation milestones to that legacy business.

Market Pulse Summary

The stock dropped -19.4% in the session following this news. A negative reaction despite operational de-risking would fit a pattern where prior positive events sometimes saw selling, such as the -10.73% move on Nasdaq compliance news. The stock traded at $2.22, well below the $7.11 200-day MA and 98.18% under its 52-week high, with a recent going concern warning in filings. Those structural and funding risks could outweigh incremental project savings and permitting milestones in the near term.

Key Terms

rtb (ready to build) technical

"a cleantech company investing in solar energy assets based on the RTB (Ready to Build) business model"

Land described as "ready to build" has all required permits, approvals and infrastructure in place so construction can begin without delay. For investors, this status is like having a finished recipe and ingredients on the counter: it cuts the time, cost and regulatory uncertainty between purchase and revenue, reducing execution risk and making project timelines and budgets more predictable.

grid connection capacity technical

"These projects are strongly de-risked with:• Secured, binding grid connection capacity"

The maximum amount of electricity a power plant, battery or other facility is allowed to send to or draw from the local transmission network at a given connection point. It is effectively the “size of the pipe” linking a generation or storage site to the wider grid. Investors care because this limit caps how much a project can sell, affects revenues, upgrade costs, timing and the risk of unused output.

battery storage projects technical

"Italian battery storage projects primed for value realization in H2 2026"

Large-scale installations that act like giant rechargeable batteries or warehouses for electricity, storing power when supply exceeds demand and releasing it when demand is high. They matter to investors because they create revenue by smoothing price swings, providing backup power and grid services, and capturing value from buying power cheaply and selling it at higher prices; project returns depend on contracts, electricity prices, battery life and regulatory rules.

AI-generated analysis. Not financial advice.

Neve Yarak, Israel, Dec. 29, 2025 (GLOBE NEWSWIRE) -- N2OFF, Inc. (NASDAQ: NITO) (“N2OFF” and the “Company”), a cleantech company investing in solar energy assets based on the RTB (Ready to Build) business model, today announced advancement in its European portfolio via its partnership with Solterra Renewable Energy Ltd. (“Solterra”). Key milestones in Germany and Italy have reduced permitting risks, unlocked value through smart capital deployment, and positioned projects for compelling monetization optionality.

Key Investor Highlights

• Permitting Risk Reduced: Strong progress with zero objections in Germany’s public consultation and formal planning submissions in Italy, delivering enhanced visibility to approvals.
• Over $1.69 Million in Value Creation: Strategic renegotiation in Germany optimizes returns through disciplined, capital-efficient moves.
• High-Upside Monetization Flexibility: Italian battery storage projects primed for value realization in H2 2026, with options for sale or build-and-operate based on partner strategy.
  

Germany Update: on track for Q3 2026 approval with savings secured

• The flagship German project is advancing swiftly, nearing completion of its first public consultation round with no objections or material changes requested to date—a powerful signal of strong regulatory and community support.
• Submission of the draft zoning plan for the final consultation is slated for late January, post-holidays. Current timelines point to final approval in Q3 2026, keeping the project firmly on its path.
• In a demonstration of proactive value optimization, Solterra has indicated that an amendment to the development agreement was executed last week. Solterra will receive approximately €280,000 in advance funding to fuel faster progress, in exchange for a €11,000 per MW reduction in development fees- delivering project-level savings exceeding $1.69 million.
• This capital-efficient transaction underscores N2OFF’s focus on maximizing returns while accelerating high-potential assets.

Italy Update: formal submissions mark key milestone toward H2 2026 potential approvals

In late November, planning applications for the Sicilian battery storage projects were formally submitted.

These projects are strongly de-risked with:
• Secured, binding grid connection capacity
• Preliminary land agreements (finalized upon permits)
• Completion of extensive preparatory planning over six months

Absent material objections, planning approvals are targeted for H2 2026. At that stage, N2OFF will assess optimal value realization paths—project sale or construction and operation—aligned with strategic partner decisions.

About N2OFF Inc:

N2OFF is a cleantech company mainly engaged in EU based solar assets using the RTB (Ready to Build ) business model. N2OFF is currently the lead investor in four solar projects in three different EU countries, all of which were introduced by Solterra Renewable Energy Ltd., a wholly owned subsidiary of Solterra Energy Ltd.

N2OFF also holds 100% in MitoCareX Bio Ltd. ("MitoCareX"), a biotech company focused on drug discovery targeting cancer therapeutics, with a range of other potential diseases and disorders, through targeting the mitochondrial SLC25 protein family.

In addition, N2OFF also controls approximately 98% of Save Foods Ltd., an Israeli company focused on post-harvest treatments for fruits and vegetables, aiming to control and prevent pathogen contamination. For more information on Save Foods Ltd. visit our website: www.n2off.com.

Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties including the success of our collaboration with Solterra Energy Ltd., entry into future projects, our ability to successfully enter the solar PV sector, the profitability of such industry, and the potential added value of the increased capacity. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in N2OFF’s Annual Report on Form 10-K filed with the SEC on March 31, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

Investor Relations Contact:
Michal Efraty
michal@efraty.com

FAQ

What did N2OFF announce about its German project (NITO) and timing?

N2OFF said the German flagship completed a public consultation with zero objections and targets final approval in Q3 2026.

How much value did N2OFF say was unlocked in Germany (NITO)?

N2OFF reported strategic renegotiation delivering project-level savings of approximately $1.69 million.

What was the funding and fee change tied to the German agreement for NITO?

Solterra will receive about €280,000 in advance funding in exchange for a €11,000 per MW reduction in development fees.

What is the approval outlook for N2OFF's Sicilian battery projects (NITO)?

Planning applications were submitted and, with binding grid capacity and preliminary land agreements, approvals are targeted for H2 2026 if no material objections arise.

When will N2OFF decide how to monetize the Italian battery projects (NITO)?

N2OFF plans to assess sale versus build-and-operate options after planning approvals, expected in H2 2026.