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INVESTMENT IN NONCONSOLIDATED AFFILIATE
 3 Months Ended
Mar. 31, 2025
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 (the “Securities Exchange”) with Plantify Ltd., pursuant to which each party agreed to issue to the other 19.99% of its issued and outstanding capital stock. The Securities Exchange closed on April 5, 2023.

 

In connection with the agreement, the Company executed a debenture in the amount of CAD1,500 thousand (approximately $1,124), bearing interest at 8% per annum and secured by a pledge of the shares of a Plantify subsidiary.

 

On September 7, 2023, the Company increased its holdings in Plantify through participation in a rights offering. As of that date, the Company held approximately 23% of Plantify’s issued and outstanding common shares. The Company determined it had significant influence over Plantify and elected the fair value option for its equity method investment.

 

On April 2, 2024, the Company’s board of directors approved a Credit Facility of up to $250, bearing interest at 8% per annum, which was fully utilized by Plantify as of November 2024.

 

On December 5, 2024, the Company and Plantify completed a debt settlement agreement (the “Settlement Agreement”), whereby Plantify issued 2,420,848 of its common shares to the Company in full settlement of the outstanding Debenture and the utilized Credit Facility, increasing the Company’s ownership interest to approximately 65%.

 

Following additional share issuances by Plantify, including a private placement on December 20, 2024, and a debt settlement with another lender, on January 12, 2025, the Company’s ownership interest in Plantify was reduced to approximately 25%.

 

The investment in Plantify’s common shares is classified within Level 1 in the fair value hierarchy, based on quoted prices in active markets. For the three months period ended March 31, 2025, the Company recorded gain from change in fair value of the investment of $179 thousand, which is presented in the statement of comprehensive loss.

 

 

N2OFF, INC.

 

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

 

NOTE 3 – INVESTMENT IN NONCONSOLIDATED AFFILIATE (continued)

 

The following tables present Plantify’s summarized financial information:

 

   2025   2024 
   Three months ended March 31, 
   2025   2024 
         
Revenue   

-

    160 
Gross loss   -    (81)
Net loss   (257)   (689)

 

   As of March 31,   As of December 31, 
   2025   2024 
         
Current assets   124    683 
Noncurrent assets   40    41 
Current liabilities   1,000    1,724 
Stakeholders deficit   (1,534)   (1,698)