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N2OFF, Inc. (NASDAQ:NITO), a Nevada-based company in the agriculture chemicals sector with a market capitalization of $4.56 million, has entered into a significant agreement to purchase a majority share of SB Impact 4 LTD (SBI4), a subsidiary of Solterra Brand Services Italy SRL (SB). The preliminary agreement was executed on February 24, 2025, marking a strategic expansion for N2OFF into the energy storage sector in Italy. According to InvestingPro data, analysts anticipate sales growth of over 30% for the company in the current year, suggesting potential market confidence in this strategic move.
Under the terms of the Shareholders Agreement, N2OFF will acquire 70% of SBI4 shares from SB, with governance of SBI4 to be determined by a board of directors comprising up to three members. N2OFF will have the right to appoint two directors as long as SB retains at least 20.01% of SBI4, and all three directors if SB’s ownership falls below 20%. Key corporate decisions will require a 75% shareholder approval.
N2OFF has committed to a loan of €2.3 million to SBI4, with a 7% annual interest rate, to finance two battery storage projects in Sicily. The company appears well-positioned to fulfill this commitment, as InvestingPro analysis shows it holds more cash than debt on its balance sheet, with a healthy current ratio of 6.52x. The agreement also includes provisions for share repurchase by SB under certain conditions and outlines financing procedures in cases where N2OFF is unable to provide funds.
The profit-sharing structure is based on the selling price per megawatt of the projects. Profits will be split proportionally to ownership shares if the price is up to €30,000 per MW. For prices above €30,000 and up to €60,000 per MW, SB will receive a larger share of the profit, and for prices exceeding €60,000 per MW, profits will be evenly divided between SB and N2OFF.
The agreement imposes restrictions on the transfer of SBI4 shares, requiring written consent from all shareholders for any encumbrance or pledge. Share transfers to third parties are also subject to the terms of the Agreement and SBI4’s articles of association.
The partnership will dissolve for any party that holds less than 10% of SBI4’s shares. The details of the agreement are outlined in Exhibit 10.1 of the Form 8-K filed by N2OFF, Inc. This move signifies N2OFF’s intent to diversify its portfolio and establish a foothold in the renewable energy sector. While the company reported an EBITDA of -$3.79 million in the last twelve months, InvestingPro subscribers have access to 12 additional key insights and detailed financial metrics that could help evaluate the potential impact of this strategic expansion. The information in this article is based on a press release statement.
In other recent news, N2OFF, Inc. has announced a one-year exclusive collaboration with Solterra Energy Ltd. to develop renewable energy projects in Albania, focusing on solar energy and battery storage. This partnership aligns with a broader trilateral agreement among Italy, Albania, and the United Arab Emirates, valued at approximately €1 billion, to enhance Albania’s renewable energy capacity. Meanwhile, N2OFF has successfully regained compliance with Nasdaq’s minimum bid price requirement, maintaining a closing bid price at or above $1.00 for 10 consecutive business days. This marks a positive development for the company, which had previously been granted an extension to meet this requirement. Additionally, N2OFF’s subsidiary, Save Foods Ltd., successfully defended its European patent against opposition from ECOLAB Inc., a decision that could impact its market positioning and operations. This patent relates to a method for protecting edible produce, aligning with EU goals to reduce pesticide use in agriculture. These recent developments highlight N2OFF’s strategic initiatives in both the renewable energy and agricultural sectors.
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