Nexentis Technologies Inc 10-Q for FY2026 Q1
Nexentis Technologies Inc. (NXTS)
About this 10-Q
Nexentis Technologies Inc filed this 10-Q on May 14, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $6.58M
- compared with a net loss of $1.19M a year earlier
- Diluted EPS
- -$10.74
- compared with -$85.25 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
For the transition period from __________ to ____________
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 14, 2026, the registrant had shares of common stock, par value $ per share, outstanding (as adjusted following the reverse split of the Company’s common stock at a ratio of 1:7 that became effective on April 8, 2026).
Nexentis Technologies Inc.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
Certain information set forth in this Quarterly Report on Form 10-Q (the “Quarterly Report”) including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:
| ● | Our efforts to complete and integrate current and/or future acquisitions and joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth; |
| ● | Regulatory and compliance changes may adversely impact Solterra’s operations and our joint venture value; |
| ● | Joint venture and partnership risks may affect Solterra’s projects and our joint venture value; |
| ● | Our ability to successfully develop and commercialize MitoCareX’s products and obtain required regulatory approvals; |
| ● | Our ability to obtain the additional capital required to fund MitoCareX’s development programs; |
| ● | Operational and business opportunities available to us following the acquisition of MitoCareX;
|
| ● | Our relationships with third parties, including those that support MitoCareX’s operations; |
| ● | International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States or Israel; |
| ● | The evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or experience other financial harm to our business and financial condition; |
| ● | The effects of geopolitical events, including instability or the escalation of armed conflicts in the Middle East, including the security situation in Israel; |
| ● | Our ability to attract and retain sufficient, qualified personnel; |
| ● | Our ability to obtain or maintain patents or other appropriate protection for the intellectual property; |
| ● | Our ability to adequately support future growth; |
| ● | Potential product liability or intellectual property infringement claims; |
| ● | Portfolio concentration; |
| ● | Our ability to comply with the continued listing requirements of the Nasdaq Capital Market; |
| ● | The market price of our common stock; |
| ● | International expansion of our business and operations; and |
| ● | Information with respect to any other plans and strategies for our business. |
These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.
As used in this Quarterly Report and unless otherwise indicated, the terms “Nexentis,” “we,” “us,” “our,” or “our company” refer to Nexentis Technologies Inc., and Save Foods Ltd., our former 98.48% owned subsidiary (“Save Foods”), and MitoCareX Bio Ltd., our wholly owned subsidiary (“MitoCareX”) and our wholly owned subsidiary, NITO Renewable Energy, Inc. (“NITO Renewable”), which owns 70% of SB Storage 1 S.R.L.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
NEXENTIS TECHNOLOGIES INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
AS OF MARCH 31, 2026
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NEXENTIS TECHNOLOGIES INC.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
AS OF MARCH 31, 2026
USD IN THOUSANDS
TABLE OF CONTENTS
| Page | |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED): | |
| Condensed Consolidated Interim Balance Sheets (unaudited) | 6 |
| Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited) | 7 |
| Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited) | 8 |
| Condensed Consolidated Interim Statements of Cash Flows (unaudited) | 9 |
| Notes to Condensed Consolidated Interim Financial Statements | 10 - 27 |
| 5 |
NEXENTIS TECHNOLOGIES INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(U.S. dollars in thousands except share and per share data)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Investment in marketable securities (Note 5 (2), 6) | ||||||||
| Accounts receivable | ||||||||
| Short term loan (Note 5(1)) | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Assets held for sale | ||||||||
| Total Current assets | ||||||||
| Long term prepaid expenses | ||||||||
| Right-of-use asset arising from operating leases | ||||||||
| Property and equipment, net | ||||||||
| Solar photovoltaic joint venture project (Note 5) | ||||||||
| Solar projects under development | ||||||||
| Goodwill (Note 4) | ||||||||
| Intangible asset (Note 3) | ||||||||
| Total assets | ||||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Short term loan (Note 10 (2)) | ||||||||
| Accounts payable | ||||||||
| Other liabilities | ||||||||
| Current warrant liabilities | ||||||||
| Liabilities held for sale | ||||||||
| Total current liabilities | ||||||||
| Non current operating lease liabilities | ||||||||
| Credit facility (Note 9) | ||||||||
| Stock purchase warrants liability (Note 10(1)) | ||||||||
| Contingent considerations (Note 3) | ||||||||
| Deferred taxes liability | ||||||||
| Total liabilities | ||||||||
| Stockholders’ Equity (**) | ||||||||
| Common stock, $ par value (“Common Stock”): shares authorized as of March 31, 2026 and December 31, 2025; issued and outstanding and shares as of March 31, 2026 and December 31, 2025, respectively.(**) | * | * | ||||||
| Preferred stock, $ par value (“Preferred Stock”): shares authorized as of March 31, 2026 and December 31, 2025; issued and outstanding shares as of March 31, 2026 and December 31, 2025. (**) | ||||||||
| Additional paid-in capital (**) | ||||||||
| Foreign currency translation adjustments (**) | ( | ) | ( | ) | ||||
| Accumulated deficit (**) | ( | ) | ( | ) | ||||
| Total Company’s stockholders’ equity (**) | ||||||||
| Non-controlling interests (**) | ( | ) | ( | ) | ||||
| Total stockholders’ equity (**) | ||||||||
| Total liabilities and stockholders’ equity (**) | ||||||||
| (*) |
| (**) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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NEXENTIS TECHNOLOGIES INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(U.S, dollars in thousands except share and per share data)
| 2026 | 2025 | |||||||
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development expenses | ( | ) | ||||||
| General and administrative expenses, exclusive of depreciation and amortization | ( | ) | ( | ) | ||||
| Change in fair value of contingent consideration | ||||||||
| Goodwill impairment | ( | ) | ||||||
| Depreciation and amortization | ( | ) | ||||||
| Operating loss | ( | ) | ( | ) | ||||
| Financing expense, net | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Changes in fair value of investments measured under the fair value option (Notes 5, 6, 7) | ||||||||
| Net loss before tax | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss from continuing operation | ( | ) | ( | ) | ||||
| Net gain (loss) from discontinued operations (Note 8) | ( | ) | ||||||
Net loss | ( | ) | ( | ) | ||||
| Less: Net loss attributable to non-controlling interests | ||||||||
| Net loss attributable to the Company’s stockholders’ equity | ( | ) | ( | ) | ||||
| Loss per share from continuing operations (basic) (*) | ( | ) | ( | ) | ||||
| Profit (loss) per share from discontinued operations (basic) (*) | ( | ) | ||||||
| Total loss per share (basic) | ( | ) | ( | ) | ||||
| Weighted average number of shares of Common Stock outstanding - basic (*) | ||||||||
| Loss per share from continuing operations (diluted) (*) | ( | ) | ( | ) | ||||
| Profit (loss) per share from discontinued operations (diluted) (*) | ( | ) | ||||||
| Total loss per share (diluted) | ( | ) | ( | ) | ||||
| Weighted average number of shares of Common Stock outstanding – diluted (*) | ||||||||
| Comprehensive income (loss): | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive loss - Foreign currency translation adjustments | ( | ) | ||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||
| Other comprehensive income (loss) attributable to non-controlling interests | ||||||||
| Comprehensive loss attributable to the Company’s stockholders | ( | ) | ( | ) | ||||
| (*) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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NEXENTIS TECHNOLOGIES INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(U.S, dollars in thousands, except share and per share data)
| Number of shares (**) | Amount | Additional paid-in capital | Foreign currency translation adjustments | Accumulated deficit | Total Company’s stockholders’ equity | Non-controlling interests | Total equity | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | * | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Issuance of shares for purchase agreement | * | |||||||||||||||||||||||||||||||
| Issuance of shares for services | * | |||||||||||||||||||||||||||||||
| Share based compensation | - | * | ||||||||||||||||||||||||||||||
| Deconsolidation of Save foods Ltd | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | |||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | * | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Number of shares (**) | Amount | Additional paid-in capital | Foreign currency translation adjustments | Accumulated deficit | Total Company’s stockholders’ equity | Non-controlling interests | Total equity | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | * | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Issuance of shares for private investment in public equity (PIPE) agreement | * | |||||||||||||||||||||||||||||||
| Warrant exercises | * | |||||||||||||||||||||||||||||||
| Share based compensation | - | * | * | * | * | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | * | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| (*) |
| (**) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements.
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NEXENTIS TECHNOLOGIES INC.
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(U.S, dollars in thousands except share and per share data)
| 2026 | 2025 | |||||||
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments required to reconcile net loss for the year to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Issuance of shares to employees and service providers | ||||||||
| Share based compensation to employees and directors | * | |||||||
| Gain from standby equity purchase agreement II | ( | ) | ||||||
| Expenses from standby equity purchase agreement II | ||||||||
| Interest in respect of loans | ||||||||
| Gain from deconsolidation of subsidiary | ( | ) | ||||||
| Goodwill impairment | ||||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Change in fair value of credit facility liability | ( | ) | ( | ) | ||||
| Change in fair value of PIPE’s warrant liability | ( | ) | ||||||
| Change in fair value of investment in nonconsolidated affiliate | ( | ) | ||||||
| Change in fair value of convertible loan | ( | ) | ||||||
| Change in fair value of solar project | ( | ) | ||||||
| Change in fair value of marketable securities | ( | ) | ||||||
| Change in fair value of contingent considerations | ( | ) | ||||||
| Increase in accounts receivable, net | ( | ) | ||||||
| Decrease in inventory | ( | ) | ||||||
| Decrease (increase) in prepaid expenses and other current assets | ( | ) | ||||||
| Decrease in accounts payable | ( | ) | ( | ) | ||||
| Decrease in other liabilities | ( | ) | ( | ) | ||||
| Decrease in operating lease expense | ||||||||
| Change in operating lease liability | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in solar projects under development | ( | ) | ( | ) | ||||
| Purchase of property | ( | ) | ||||||
| Decrease in cash as a result of loss of control | ( | ) | ||||||
| Short term loan granted | ( | ) | ||||||
| Solar photovoltaic joint venture project | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from credit facility | ||||||||
| Repayment of credit facility | ( | ) | ||||||
| Proceeds from PIPE Agreement | ||||||||
| Proceeds from exercise of warrants from PIPE Agreement | ||||||||
| Repayments of promissory note | ( | ) | ||||||
| Proceeds from standby equity purchase agreement, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||
| INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | ||||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | ||||||||
| Cash paid during the year for: | ||||||||
| Interest | ||||||||
| Non cash transactions: | ||||||||
| Initial recognition of operating lease liability and a corresponding right-of- use asset | ||||||||
| Reclassification of warrant liabilities to equity upon exercise of warrants | ||||||||
| Issuance of shares for future services | ||||||||
| Investment in marketable securities in exchange for shares of a subsidiary | ||||||||
| (*) |
The accompanying notes are an integral part of the condensed consolidated interim financial statements
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NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 1 – GENERAL
| A. | Operations |
Nexentis Technologies Inc. (formerly N2OFF, Inc.) (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware.
On November 6, 2023, the Company (which at that time was known as Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexentis Technologies Inc. (which at that time was known as 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 the Company’s business as the surviving corporation. On January 26, 2026, the Company’s board of directors approved the Company’s name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026.
On
April 27, 2009, the Company acquired from its stockholders
On
January 13, 2026, the Company, entered into a securities exchange agreement with Voice Assist, Inc., a public company incorporated under
the laws of the State of Nevada (“Voice Assist”). On March 15, 2026, the Company closed the transaction for the sale of
On February 10, 2025, the Company’s wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of Nevada.
On
February 24, 2025, the Company entered into a shareholders agreement with Solterra Brand Services Italy SRL (“SB”) and SB
Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly owned subsidiary of SB (“SBI4”) pursuant
to which the Company will purchase
On
October 20, 2025, the Company completed the acquisition of
The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NXTS”.
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NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 1 – GENERAL (continued)
| B. | Reverse stock split |
On April 8, 2026, the Company effected a 1-for-7 reverse stock split of the Company’s outstanding Common Stock (the “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, warrants and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis.
| C. | Going concern uncertainty |
Since
inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $
The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of March 31, 2026, management currently is of the opinion that its existing cash will be sufficient to fund operations through the first quarter of 2027. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.
Management plans to continue securing 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 –war |
In October 2023, a large-scale terrorist attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional regional fronts and contributed to a period of heightened geopolitical and security instability in the region.
During 2024 and 2025, hostilities included military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times, resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.
In September 2025, a ceasefire agreement was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed hostilities or broader regional escalation cannot be ruled out. More recently, in February 2026, hostilities between Israel and Iran escalated again. Israel, together with the United States, launched a major joint military campaign of air and missile strikes against targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. In addition, In March 2026, tensions escalated once again in the Lebanese border as Hezbollah launched an attack on Israel, firing rockets across the border.
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NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 1 – GENERAL (continued)
In April 2026, a ceasefire agreement was reached; however, the ceasefire remains fragile and the overall security situation in Israel and the region continues to be uncertain.
In response, Israel carried out targeted airstrikes against Hezbollah positions in Lebanon, raising concerns among the international community about the potential for a wider conflict. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.
As a significant portion of the Company’s activities, including research and development activities conducted through MitoCareX, are located in Israel, and members of the Company’s management and certain employees and consultants are located in Israel, the Company’s operations may be affected by economic, political, geopolitical and military conditions affecting Israel. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.
The Company is unable to predict the duration or severity of the current conflict or any potential escalation. To date, the conflict has resulted primarily in certain delays in the Company’s research and development activities, including activities conducted by MitoCareX. 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
Basis of presentation
The condensed interim consolidated financial statements included in this Quarterly Report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2026, and its results of operations changes in stockholders’ equity, and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 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, 2025 as filed with the SEC on March 31, 2026. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2025 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.
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NEXENTIS TECHNOLOGIES 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 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 impairment assessment of intangible assets and goodwill and calculation of fair value of the financial instruments. A change in estimates, including a change in the overall market value of the Company, could require reassessments of the items noted above.
Principles of consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. During the three months ended March 31, 2026, the Company deconsolidated Save Foods Ltd. as of the date control was lost.
Discontinued operations
A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity. Under ASC 205-20, “Presentation of Financial Statements - Discontinued Operations” (“ASC 205-20”), a discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale and represents a strategic shift that has or will have a major effect on the entity’s operations and financial results, or a newly acquired business or nonprofit activity that upon acquisition is classified as held for sale. Discontinued operations are presented separately from continuing operations in the consolidated statements of Operations.
Investment in equity securities
Investments in equity securities with readily determinable fair values, for which the Company does not have the ability to exercise significant influence over the investee, are accounted for in accordance with ASC 321, Investments—Equity Securities, and are measured at fair value. Changes in fair value are recognized in the unaudited condensed consolidated statements of operations. Fair value is generally determined based on quoted market prices when available.
Goodwill and intangible asset
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present.
Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.
The evaluation of goodwill impairment and the determination of the useful lives and amortization of intangible assets involves significant judgments and estimates, including assumptions related to future cash flows, discount rates and market conditions. The determination of the fair value of reporting units is inherently subjective, as it requires the use of valuation models and unobservable inputs. Accordingly, this assessment is considered a critical accounting estimate, and actual results may differ materially from those estimates.
As
of March 31, 2026, a non-cash goodwill impairment loss of $
Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Assets are categorized and evaluated for impairment at the lowest level of identifiable cash flows. In the event that the sum of the expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values. The Company did not record any impairment of long-lived assets for any of the periods presented.
| 13 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
Fair value
Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.
Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise.
Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and
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.
| 14 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
Fair value (continued)
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 AND LIABILITIES ON RECURRING BASIS
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| As of March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| US$ | ||||||||||||||||
| Assets: | ||||||||||||||||
| Investment in Plantify | ||||||||||||||||
| Investment in Solterra | ||||||||||||||||
| Investment in Voice Assist | ||||||||||||||||
| Solar photovoltaic joint venture project | ||||||||||||||||
| Convertible loan to Solterra | ||||||||||||||||
| Total assets | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| US$ | ||||||||||||||||
| Assets: | ||||||||||||||||
| Investment in Plantify | ||||||||||||||||
| Investment in Solterra | ||||||||||||||||
| Solar photovoltaic joint venture project | ||||||||||||||||
| Convertible loan to Solterra | ||||||||||||||||
| Total assets | ||||||||||||||||
The following table presents the changes in fair value of the level 3 assets for the period from December 31, 2025 through March 31, 2026:
SCHEDULE OF FAIR VALUE OF THE LEVELS 3 ASSETS AND LIABILITIES
| Solar photovoltaic joint venture project | Convertible loan to Solterra | Total | ||||||||||
| Assets: | ||||||||||||
| Outstanding at December 31, 2025 | ||||||||||||
| Additions during the period | ||||||||||||
| Changes in fair value | ( | ) | ||||||||||
| Outstanding at March 31, 2026 | ||||||||||||
| 15 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)
Fair value (continued)
The Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| As of March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| US$ | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent considerations | ||||||||||||||||
| Stock purchase warrants liability | ||||||||||||||||
| Warrant liabilities to Pure Capital | ||||||||||||||||
| Credit facility | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| As of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| US$ | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent considerations | ||||||||||||||||
| Stock purchase warrants liability | ||||||||||||||||
| Warrant liabilities to Pure Capital | ||||||||||||||||
| Credit facility | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| Stock purchase warrants liability | Warrant liabilities to Pure Capital | Credit facility | Contingent considerations | Total | ||||||||||||||||
| US$ | ||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||
| Outstanding at December 31, 2025 | ||||||||||||||||||||
| Reclassification of contingent considerations liabilities to other payables | ( | ) | ( | ) | ||||||||||||||||
| Changes in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Outstanding at March 31, 2026 | ||||||||||||||||||||
| 16 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
NOTE 3 – CONTINGENT CONSIDERATION AND INTANGIBLE ASSET
On October 20, 2025, the Company completed the acquisition of MitoCareX from SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri (collectively, the “Sellers”), which became a wholly-owned subsidiary of the Company. For additional information regarding the acquisition and the purchase price allocation, see Note 4 to the Company’s annual consolidated financial statements for the year ended December 31, 2025.
As
part of the consideration for the acquisition, the Sellers are entitled to receive additional shares of the Company’s Common Stock,
for no additional consideration, in an aggregate amount of up to
The
Company concluded that the Contingent share consideration failed the indexation guidance of ASC 815-40 and was classified as a liability.
The liability is remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements
of operations. The Contingent share consideration was calculated as of March 31, 2026, at approximately $
In
addition, as additional consideration for the acquisition, the Sellers are entitled to receive, collectively,
During
the three months ended March 31, 2026, as a result of financing transactions completed during the period and the achievement of the first
milestone, a portion of the cash-settled contingent consideration became fixed and was no longer subject
to fair value remeasurement. Accordingly, the Company reclassified $
| 17 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 4 – GOODWILL IMPAIRMENT ASSESSMENT
As of March 31, 2026, the Company performed an interim quantitative goodwill impairment analysis for the “MitoCareX” reporting unit, to which the Company’s goodwill is allocated, due to indicators identified during the period, including, among other things, a significant decline in the price of the Company’s Common Stock and corresponding market capitalization since the Company’s most recent goodwill impairment assessment, the Company’s market capitalization being below its stockholders’ equity, as well as increased uncertainty in the macroeconomic and geopolitical environment. Due to these indicators, the Company engaged a third-party valuation specialist to assist management in performing the quantitative goodwill impairment assessment as of March 31, 2026.
The quantitative assessment was performed by measuring the reporting unit’s fair value using the income approach, based on the expected present value of estimated future cash flows. The fair value measurement is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs, such as financial projections, terminal growth rate, and discount rate. In applying the income approach, the Company evaluated the reasonableness of the inputs and outcomes of its discounted cash flow analysis against available market data. As part of this analysis, the Company concluded that the discount rate used in the current impairment analysis reflects higher market-based and MitoCareX-specific risk premiums, which are associated with changes in global macroeconomic conditions in 2026, including heightened geopolitical risks related to operations in the Middle East, particularly the conflict between Israel and Iran.
The
results of the impairment analysis indicated that the carrying value of the MitoCareX reporting unit was in excess of its fair value.
Therefore, the Company recorded a non-cash impairment loss of $
NOTE 5 – INVESTMENT AND LOAN TO SOLTERRA
| 1. | On
June 30, 2024, the Company entered into a 24 month Loan Agreement with Solterra Renewable
Energy Ltd. (“Solterra”) and other lenders, under which the Company committed
€ |
The
Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. As of March 31, 2026, the Company
estimated the fair value of the Loan Agreement at $
The Company’s chairman of the board of directors also serves as a director of SE.
| 2. | During 2024, the Company acquired shares of SE. |
The
investment is measured at fair value accordance with ASC 321. The fair value of the investment as of March 31, 2026 was $
| 18 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT
| 1. | On
July 31, 2024, the Company entered into a Loan and Partnership Agreement with Horizons RES
PE1 UG (haftungsbeschränkt) & Co. KG a German partnership (the “Partnership”),
Solterra, and other lenders, under which the Company committed € |
During
2025, the Company and the other lenders entered into several amendments and additional loan agreements in connection with the Germany
project, pursuant to which the Company committed to provide additional funding, including €
As
of March 31, 2026, the Company has funded €
The Company’s interest in the Partnership was evaluated under ASC 810-10, and the Company determined that the Partnership is not subject to consolidation by the Company. Accordingly, the Partnership is not consolidated in the Company’s consolidated financial statements.
The
Company elected to account for the Loan and Partnership Agreement under the fair value option in accordance with ASC 825. The Company
estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability
of completion of the project based on key milestones, scenarios for the expected project’s cash realization value (including expected
power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest
rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation
date. The interest rate was determined at
| 2. | On
May 6, 2025, the Company, together with other investors, entered into a loan agreement with
Soltra Renewable Energies Ltd. (the “Borrower”), an Israeli traded company, to
finance the development of a battery storage project in Poland known as the “Pikozow
Project.” Under the agreement, the Company extended a loan in the principal amount
of € |
In
the event the project is sold to a third party not related to the Borrower during a 30 months term,
If
the project is not sold by the end of the term of the loan, the loan will bear annual interest of
The Company assessed its involvement in the Pikozow Project in accordance with ASC 810-10, Variable Interest Entities (VIE), and concluded that the Borrower does not meet the definition of a VIE. Accordingly, no consolidation is required.
| 19 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)
The
Company elected to account for the loan agreement under the fair value option in accordance with ASC 825. The Company estimated the fair
value of the loan using a third-party appraiser and various assumptions such as probability of the event the project would be sold to
a third party as well as the probability that it would not be sold. The valuation incorporated two probability weighted scenarios, each
discounted using a different interest rate reflecting the risk profile of the scenario. As of March 31, 2026, the fair value of the loan
agreement was estimated at €
On
January 13, 2026, the Company entered into a Securities Exchange Agreement with Voice Assist, Inc. (“Voice Assist”), pursuant
to which the Company agreed to transfer to Voice Assist approximately
In addition, the Company entered into a Services Agreement with Voice Assist pursuant to which the Company will provide advisory and related services. The consideration under the Services Agreement includes deferred cash payments contingent upon future financing transactions of Voice Assist, royalty-based consideration from future projects, and contingent proceeds related to certain claims, as defined in the agreement. The Services Agreement does not have a specified termination date. The Company expects its continuing involvement under the Services Agreement to continue for as long as the advisory and related services are required by Voice Assist and the related contingent consideration arrangements remain in effect; however, the Company cannot reasonably estimate the exact period during which such involvement will continue.
On
March 15, 2026, the Company closed the transaction for the sale of its equity interests in Save Foods Ltd., in which the Company previously
held approximately
The
consideration received by the Company consisted of shares of Voice Assist common stock, representing
The Company evaluated whether it has the ability to exercise significant influence over Voice Assist in accordance with ASC 323. Based on the Company’s ownership percentage and other relevant facts and circumstances, including the absence of board representation, participation in policy-making processes, or other rights to participate in operating or financial decisions of Voice Assist, the Company concluded that it does not have significant influence over Voice Assist.
Accordingly, the investment in Voice Assist is accounted for as an equity security in accordance with ASC 321 and is measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
As
of March 31, 2026, the fair value of the Company’s investment in Voice Assist was approximately $
| 20 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 8 –DISCONTINUED OPERATIONS
Disposal of Save Foods Ltd.
During
2025, the Company committed to a plan to sell Save Foods Ltd. (the Company’s pathogen prevention and shelf-life extension segment)
and determined that the disposal represented a strategic shift that had a major effect on the Company’s operations and financial
results. Accordingly, the operations of Save Foods Ltd. were classified as discontinued operations in accordance with
ASC 205-20.
On March 15, 2026, the Company closed the transaction for the sale of its equity interests in Save Foods Ltd., in which the Company previously held approximately % of its share capital. Following the closing, the Company lost control of Save Foods Ltd. and deconsolidated Save Foods Ltd. as of March 15, 2026 see also Note 7.
As of March 31, 2026, following the closing of the transaction, the assets and liabilities of Save Foods Ltd. were no longer included in the Company’s consolidated balance sheet.
During
the three months ended March 31, 2026, the Company recognized a gain from deconsolidation of Save Foods Ltd. of approximately $
Results of operations of Save Foods Ltd. included in discontinued operations were as follows:
SCHEDULE OF DISCONTINUED OPERATIONS
| 2026 | 2025 | |||||||
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenues from sales of products | ||||||||
| Cost of sales | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Research and development expenses | ( | ) | ||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Operating income (loss) | ( | ) | ( | ) | ||||
| Finance expenses, net | ( | ) | ( | ) | ||||
| Gain (loss) before gain from deconsolidation | ( | ) | ( | ) | ||||
| Gain from deconsolidation of subsidiary | ||||||||
| Net gain (loss) from discontinued operations | ( | ) | ||||||
| Less: net loss from discontinued operations attributable to non-controlling interests | ||||||||
| Net income (loss) from discontinued operations attributable to the Company | ( | ) | ||||||
| 21 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 8 –DISCONTINUED OPERATIONS (continued)
Cash flows from discontinued operations for the three months ended March 31, 2026 and 2025:
| 2026 | 2025 | |||||||
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
NOTE 9 – CREDIT FACILITY
On
October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (the “Lender”) for financing
of up to €
The
facility will expire upon full drawdown or
In
connection with the Pure Capital Credit Facility, the Company issued a five-year warrant to the Lender. In accordance with the anti-dilution
provisions of the warrant agreement and following the Company’s entry into the PIPE Agreement, the exercise price of the warrant
was adjusted during 2025. As adjusted to reflect the
| 22 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 9 – CREDIT FACILITY (continued)
The Company estimated the fair value of the warrant liability as of March 31, 2026 and December 31, 2025, using the Black-Scholes option pricing model.
The assumptions used to perform the calculations are detailed below:
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANT SHARES
| Fair value of warrant liability | March 31, 2026 | December 31, 2025 | ||||||
| Expected volatility (%) (*) | % | % | ||||||
| Risk-free interest rate (%) | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Expected term of options (years) | ||||||||
| Exercise price (US dollars) | $ | $ | ||||||
| Share price (US dollars) | $ | $ | ||||||
| Fair value (U.S. dollars) | $ | $ | ||||||
| (*) |
During the three months ended March 31, 2026, the Company did not make any additional drawdowns or repayments under the Pure Capital Credit Facility.
The Company elected to account for the loans drawn under the Pure Capital Credit Facility under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loans drawn under the Pure Capital Credit Facility using a third-party appraiser and the assumptions were based on repayment scenario analysis that considered various possible outcomes regarding the timing of sale of the project and estimations regarding the Company’s future fundraising.
As
of March 31, 2026 the interest rate was determined, among other things, using the Ba2 yield curve, at
| 23 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 10 – COMMON STOCK AND WARRANTS
| 1. | On
January 2, 2025, the Company consummated a Private Placement transaction contemplated by
the securities purchase agreement, dated December 10, 2024, and issued shares; pre-funded
warrants to purchase |
The
number of shares, pre-funded warrants and warrants, as well as the exercise prices presented in this note, have been adjusted to reflect
the
The Company considered the guidelines of ASC 815 and determined that the warrants issued in the Private Placement meet the definition of a liability and were therefore classified as warrant liabilities in the balance sheet. The pre-funded warrants were classified as equity.
During 2025, certain holders exercised warrants, and the Company remeasured the related warrant liabilities through the respective exercise dates. During the three months ended March 31, 2026, there were no exercises of warrants.
The warrant liabilities are measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
The fair value of the warrant liabilities was determined using a Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below:
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANT SHARES ASSUMPTIONS
| Month | Expected volatility (%) (*) | Risk free interest rate | Expected dividend yield | Expected term of options (years) | Exercise price (US dollars) | Share price (US dollars) | Fair value (U.S. dollars) | |||||||||||||||||||||
| March 31, 2026 | % | % | % | $ | $ | $ | ||||||||||||||||||||||
| (*) |
| 24 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 10 – COMMON STOCK AND WARRANTS (continued)
| 2. | On May 12, 2025, the Company, entered into a Purchase Agreement (the “Agreement”) with YA II PN, Ltd. (the “Investor”) as part of the Standby Equity Purchase Agreement dated as of December 22, 2023 (the “SEPA II”) |
On
August 12, 2025, pursuant to the Purchase Agreement, the Company issued a promissory note in the principal amount of $
On
January 22, 2026, the Company issued
shares of Common Stock pursuant to the terms of the SEPA II. The shares were valued at $
| 3. | On
January 8, 2026, the Company issued shares of common stock pursuant to a new consulting
agreement to a consultant in consideration of investor relations services provided to the
Company. The Company estimated the value of the shares issued at $ |
| 4. | On
February 9, 2026 the board of directors of the Company approved the issuance of an equity
grant to executive officers, Company’s chairman of the board and consultant amounting
to a total of shares of common stock. The Company estimated the value of the shares
issued at $ |
| 5. | On
February 23, 2026, the Company issued an aggregate of shares of common stock outside
of the Plan to three consultants, pursuant to board resolution, dated February 20, 2026.
The Company estimated the value of the shares issued at $ |
| 6. | During the three months ended March 31, 2026, the Company recorded share base compensation expenses in General and Administrative expenses in the amount of $ related to shares issued by the Company to service providers by December 31, 2025. |
| 25 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
SCHEDULE OF STOCK OPTION ACTIVITY
| Number of Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2025 | ||||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited or expired | ( | ) | ||||||
| Outstanding at March 31, 2026 | ||||||||
| Number of options exercisable at March 31, 2026 | ||||||||
The aggregate intrinsic value of the awards outstanding as of March 31, 2026 was $. These amounts represent the total intrinsic value, based on the Company’s stock price of $ as of March 31, 2026, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date.
On October 20, 2025, the Company granted restricted stock units (“RSUs”) to Mr. Alon Silberman under the Company’s 2022 Share Incentive Plan. The RSUs vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject to continued employment with MitoCareX.
Costs incurred in respect of stock-options and RSUs compensation for employees and directors for the three months ended March 31, 2026 and 2025 were $ and less than $, respectively.
NOTE 12 – RELATED PARTIES
| A. | Transactions and balances with related parties |
SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES
| 2026 | 2025 | |||||||
| Three months ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| General and administrative expenses: | ||||||||
| Directors’ compensation | ||||||||
| Salaries and fees to officers | ||||||||
| Total General and administrative expenses | (*) | |||||||
| (*) of which share based compensation | ||||||||
| Research and development expenses: | ||||||||
| Salaries and fees to officers | ||||||||
| (*) | ||||||||
| (*) Includes share base compensation | ||||||||
| B. | Balances with related parties and officers: |
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Other accounts payables | ||||||||
| 26 |
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(USD in thousands, except share and per share data)
NOTE 13 – SEGMENT REPORTING
| A. | Information about reported segment profit or loss and assets |
As of March 31, 2026, the Company has two reportable segments: (i) Biotechnology activity, and (ii) Renewable energy projects. The Biotechnology operating segment consists of MitoCareX from the acquisition date, and the Renewable energy projects operating segment consists of NITO Renewable Energy, Inc. and Solar photovoltaic joint venture project.
The CODM evaluates performance and allocates resources based primarily on segment operating loss. Prior period segment information has been recast to conform to the current year presentation.
The following table presents information about the Company’s reportable segments for the three months ended March 31, 2026 and 2025:
SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS
| 2026 | 2025 | |||||||
| Three months ended | ||||||||
| March 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenue from biotechnology activity | ||||||||
| Cost related to biotechnology activity (*) | ( | ) | ||||||
| Salaries and related expenses related to biotechnology activity | ( | ) | ||||||
| Amortization of intangible asset | ( | ) | ||||||
| Operating loss from Biotechnology activity | ( | ) | ||||||
| Revenue from renewable energy projects | ||||||||
| Cost related to renewable energy projects | ( | ) | ( | ) | ||||
| Operating loss from renewable energy projects | ( | ) | ( | ) | ||||
| Professional services | ( | ) | ( | ) | ||||
| Share base compensation | ( | ) | ( | ) | ||||
| Change in fair value of contingent consideration | ||||||||
| Goodwill impairment | ( | ) | ||||||
| Depreciation | ( | ) | ||||||
| Other general and administrative expenses | ( | ) | ( | ) | ||||
| Total Operating loss | ( | ) | ( | ) | ||||
| Interest of loans | ( | ) | ||||||
| Financing expenses, net | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Changes in fair value of investments measured under the fair value option | ||||||||
| Net loss before tax | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| (*) |
NOTE 14 – SUBSEQUENT EVENTS
| 1. | On
April 8, 2026, the Company effected a |
All share, stock option, warrants and per share information presented in these consolidated financial statements has been retroactively adjusted to reflect the reverse stock split for all periods presented. See also Note 1B.
| 27 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes included elsewhere in this Quarterly Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements” for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.
Overview
We are focused on sustainable operations in various industries such as oncology biotechnology and solar projects. Our activities are advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes.
We currently operate through our wholly owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:
MitoCareX, which has been our wholly owned subsidiary since October 2025, develops and advances targeted small-molecule therapeutics for oncology by focusing on the mitochondrial SLC25A protein family. MitoCareX’s solutions are designed to inhibit specific SLC25A mitochondrial carrier proteins that play a key role in cellular energy metabolism, thereby disrupting cancer cell growth and survival. We are currently focused on Non-Small Cell Lung Cancer (NSCLC) and utilize structural biology in combination with computational chemistry to design drug candidates that selectively bind to our SLC25A targets of interest. Our approach leverages our proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models across all 53 human SLC25A proteins and allows for large-scale virtual screening of molecules against these targets. MITOLINE™ provides a platform-level capability to identify new mitochondrial carrier targets and develop novel therapeutics in areas where no FDA-approved SLC25A-directed therapies currently exist. A key advantage of our platform is its ability to address the historical lack of structural data that has limited drug discovery efforts targeting SLC25A proteins, thereby expanding the druggable target space within mitochondrial biology. By enabling rational, structure-guided inhibitor discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities in NSCLC and potentially other oncology and disease indications associated with mitochondrial dysfunction.
We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.
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During 2025, the Company underwent significant changes to its business operations. In April 2025, the Company completed the sale of its NTWO OFF Ltd. operations. In addition, during 2025, the Company classified its Save Foods operations as held for sale and discontinued operations. Accordingly, the results of these operations are presented separately in the consolidated financial statements and are not included in the discussion of continuing operations below.
As a result of these changes, the Company’s consolidated financial statements for the periods presented have been reclassified to conform to the current presentation, and therefore may not be directly comparable to prior periods. Unless otherwise indicated, the discussion below relates to the Company’s continuing operations.
On January 13, 2026, we entered into a Securities Exchange Agreement (the “SF Agreement”) with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”), and, for certain limited purposes set forth therein, Save Foods. On January 13, 2026, we also entered into a Services Agreement with Voice Assist (the “Services Agreement”), pursuant to which we will provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time for consideration consisting of deferred cash from future Voice Assist financings (subject to a $1,000,000 cap), royalty consideration on “New Future Projects” (as defined in the Services Agreement) over specified periods, and a share of any “Ecolab Gross Proceeds” (as defined in the Services Agreement) related to the Ecolab Claim, and the Services Agreement includes successor obligations with respect to royalty consideration and a term through calendar year 2026 with the Company’s extension rights until consideration is fully received. On March 15, 2026, we closed the SF Agreement (the “Closing”). At the Closing, we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods, free and clear of any encumbrances and Voice Assist delivered to us number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock.
We currently own 19.99% of Voice Assist.
Additionally, we currently own approximately 8.3% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.
Recent Developments
Special General Meeting
On April 30, 2026, we held a special general meeting of stockholders (the “Special General Meeting”). A total of 3,129,968 shares of common stock, representing approximately 61.23% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum.
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At the Special General Meeting, stockholders considered and approved the following proposals: (i) Proposal No. 1, to approve the amendment to our Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing one or more reverse stock splits of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than 1-for-2 and not more than 1-for-500 (the “Reverse Split Range”), and to grant our board of directors (the “Board”) the discretionary authority to determine the exact ratio of the Reverse Stock Split within the Reverse Split Range and by such number of increments, and to effect the Reverse Split Amendment at such times and dates, if at all, as to be determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”). (ii) Proposal No. 2, to approve the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (the “Equity Issuance Proposal”). (iii) Proposal No. 3, to approve, for Nasdaq Marketplace Rule 5635(d) purposes, the potential issuance of shares of common stock upon exercise of warrants that may be issued under an amendment to our facility agreement with L.I.A. Pure Capital Ltd. (the “Facility Amendment Proposal”).(iv) Proposal No. 4, to approve the authorization of an adjournment of the Special General Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal, the Equity Issuance Proposal, or the Facility Amendment Proposal.
Save Foods Transaction
On January 13, 2026, we entered into the SF Agreement with Voice Assist. Pursuant to the SF Agreement, at the Closing we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding share capital of Save Foods (the “SF Shares”), free and clear of any encumbrances. The SF Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type.
On the terms and subject to the conditions set forth in the SF Agreement, the consideration delivered by Voice Assist to us for the SF Shares consist of the issuance at Closing to us of that number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock on a fully-diluted basis, calculated as of immediately following the closing of the SF Agreement.
We also entered into a Services Agreement with Voice Assist (the “SF Services Agreement”), pursuant to which we provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time.
On the terms and subject to the conditions set forth in the SF Services Agreement, the consideration to be delivered by Voice Assist to us consists of (i) deferred cash consideration in an aggregate amount of $1,000,000, payable solely from future Voice Assist equity and/or debt financing transactions completed during the five-year period beginning on the execution date of the SF Services Agreement, in installments equal to no less than 5% and no more than 15% of the gross proceeds actually received by Voice Assist in each such financing, with each installment payable within 20 days after Voice Assist’s receipt of such proceeds, subject to an aggregate cap of $1,000,000; (ii) ongoing royalty consideration equal to 75% of the gross profit generated from “New Future Projects” (as defined in the Services Agreement) during the first three years following such execution date, 15% of such gross profit generated during years four through ten following such date, and 5% thereafter, in each case calculated as set forth in the SF Services Agreement; and (iii) an amount equal to 75% of any “Ecolab Gross Proceeds” (as defined in the Services Agreement) actually received by Voice Assist, Save Foods or their respective affiliates in respect of the “Ecolab Claim,” in each case as defined and on the terms set forth in the SF Services Agreement.
The SF Services Agreement will remain in effect through calendar year 2026, and we may, in our sole discretion, extend the SF Services Agreement from time to time until we have received the full amount of the consideration payable to us under the SF Services Agreement.
Issuances of common stock
On January 8, 2026, we issued 5,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided to us.
On January 22, 2026, we issued 198,172 shares of common stock to YA II PN, Ltd., pursuant to the terms of the Standby Equity Purchase Agreement dated December 22, 2023 for net proceeds of $2,896.
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On February 9, 2026, our Board approved the issuance of an equity grant to executive officers and consultant of an aggregate of 28,572 shares of common stock.
On February 9, 2026, we issued 16,613 shares of common stock to the chairman of the Board.
On February 23, 2026, we issued 85,716 shares of common stock to consultants in consideration of various investor relations and business development services provided to us.
Name Change and the Symbol Change
On January 26, 2026, our Board approved our name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026. Our common stock was traded on the Nasdaq Capital Market under the symbol “NITO” until February 25, 2026. On February 26, 2026, in connection with our name change on February 26, 2026, our stock began trading under the symbol “NXTS”.
Reverse Stock Split
On September 25, 2025, at the special meeting of stockholders of the Company held on said date, the stockholders approved a proposal authorizing our Board of directors, in its sole discretion, to amend our Amended and Restated Certificate of Incorporation, at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the issued and outstanding shares of our common stock, $0.0001 par value per share, by a ratio of no less than 1-for-2 and no more than 1-for-150, with the exact split ratio to be determined by the Board in its sole discretion without further approval or authorization of our stockholders. After the special meeting, the Board determined that it is in the best interests of the Company and its stockholders to effectuate a reverse stock split of our common stock at a ratio of one-for-seven (1-for-7) (the “April 2026 Reverse Stock Split”). On April 8, 2026, our common stock began trading on the Nasdaq Capital Market on the post-April 2026 Reverse Stock Split basis. The April 2026 Reverse Stock Split was implemented to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors.
As a result of the April 2026 Reverse Stock Split, every seven (7) shares of issued and outstanding common stock automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the April 2026 Reverse Stock Split. Any fractional shares that would otherwise have resulted from the April 2026 Reverse Stock Split were rounded up to the next whole number.
All share, stock option, and per share information presented in these consolidated financial statements have been retroactively adjusted to reflect the April 2026 Reverse Stock Split.
Results of Operations
The 2025 comparative amounts presented below have been recast to reflect the classification of the Company’s Save Foods and NTWO OFF Ltd. operations as discontinued operations. Accordingly, the results of these discontinued operations are excluded from continuing operations. Unless otherwise indicated, the discussion below relates only to the Company’s continuing operations.
Operating Expenses
Our current operating expenses consist of five components - research and development expenses, general and administrative expenses, change in fair value of contingent consideration, goodwill impairment and depreciation and amortization.
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Research and Development Expenses
Our research and development expenses consist primarily of professional fees and other related research and development expenses such as field tests.
Three Months Ended March 31, | ||||||||
| U.S. dollars | 2026 | 2025 | ||||||
| Salaries and related expenses | 205,000 | - | ||||||
| Subcontractors | 12,000 | - | ||||||
| Laboratory and Field tests | 29,000 | - | ||||||
| Other expenses | 29,000 | - | ||||||
| Total | 275,000 | - | ||||||
General and Administrative Expenses
General and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses.
Three Months Ended March 31, | ||||||||
| U.S. dollars | 2026 | 2025 | ||||||
| Professional services | 599,000 | 369,000 | ||||||
| Share based compensation | 1,149,000 | 41,000 | ||||||
| Salaries and related expenses | 51,000 | - | ||||||
| Legal expenses | 39,000 | 27,000 | ||||||
| Insurance | 31,000 | 37,000 | ||||||
| Registration fees | 16,000 | 19,000 | ||||||
| Other expenses | 14,000 | 10,000 | ||||||
| Total | 1,899,000 | 503,000 | ||||||
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Research and Development Expenses
Research and development expenses consist of Salaries and related expenses, service providers’ costs, related materials and overhead expenses. Research and development expenses for the three months ended March 31, 2026 were $275,000, compared to no research and development expenses for the three months ended March 31, 2025. The increase was attributable to research and development activities following the acquisition of MitoCareX in October 2025, including personnel-related expenses and costs associated with its ongoing development programs.
General and Administrative Expenses
General and administrative expenses consisted primarily of professional services, salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the three months ended March 31, 2026 were $1,899,000, an increase of $1,396,000, or 278%, compared to general and administrative expenses of $503,000 for the three months ended March 31, 2025. The increase was primarily attributable to higher share-based compensation to our employees and service providers, as well as increased professional services and legal expenses, partially offset by a decrease of insurance costs.
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Change in fair value of contingent consideration
Change in fair value of contingent consideration for the three months ended March 31, 2026 was a gain of $343,000. The gain is related to the contingent cash and equity consideration recognized in connection with the acquisition of MitoCareX in October 2025. The fair value of the contingent consideration is remeasured at each reporting date, and changes in fair value are recognized in the statement of operations. The gain was primarily attributable to a decrease in the estimated fair value of the contingent consideration, mainly due to certain cash and equity consideration no longer being considered contingent. Specifically, following the Company’s financing activities, certain cash consideration became payable and was reclassified out of contingent consideration. In addition, following MitoCareX’s achievement of the first milestone, the related equity consideration became payable and was no longer included in the fair value measurement of contingent consideration.
Goodwill impairment
Goodwill impairment expenses consisted of a non-cash impairment loss of $6.3 million recognized in connection with the goodwill related to the MitoCareX reporting unit during the three months ended March 31, 2026. The impairment loss was recognized following the Company’s interim goodwill impairment assessment performed during the first quarter of 2026, which was triggered by impairment indicators, including a sustained decline in the Company’s share price and market capitalization. Based on the assessment, the carrying amount of the MitoCareX reporting unit exceeded its estimated fair value. The impairment charge did not impact the Company’s cash flows or liquidity.
Depreciation and amortization
Depreciation and amortization for the three months ended March 31, 2026 was $103,000, compared to $0 for the three months ended March 31, 2025. The increase was attributable to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX in October 2025 as part of the purchase price allocation.
Financing expenses, Net
Financing expenses, net for the three months ended March 31, 2026 was $100,000, a decrease of $616,000 or 86%, compared to financing expenses, net of $716,000 for the three months ended March 31, 2025. The decrease is mainly a result of a decrease in financing expenses related to changes in the fair value of PIPE’s warrant liability and credit facility.
Income taxes
Income tax benefit for the three months ended March 31, 2026 was $23,000. The tax benefit is primarily attributable to a reduction in deferred tax liabilities, and does not reflect taxable income generated from operations. The decrease in deferred tax liabilities was primarily related to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX, which resulted in a corresponding income tax benefit.
Net Loss from continued operations
Net loss from continued operations for the three months ended March 31, 2026 was $7,447,000, compared to $1,116,000 for the three months ended March 31, 2025, an increase of $6,331,000, or 567%. The increase in net loss from continued operations was mainly due to the recognition of a non-cash goodwill impairment loss related to the MitoCareX reporting unit during the three months ended March 31, 2026.
Net gain (loss) from discontinued operations
Net gain from discontinued operations for the three months ended March 31, 2026 was $835,000, compared to net loss from discontinued operations $141,000 for the three months ended March 31, 2025 an increase of $694,000, or 492%. The increase was primarily attributable to the sale of the Company’s former Save Foods business through a share exchange transaction, which resulted in the elimination of the Company’s negative investment balance in such business. The net loss in the 2025 period related to the operating results of the former Save Foods business, which was classified as discontinued operations during 2025.
Total net loss
As a result of the foregoing, our total net loss for the three months ended March 31, 2026 was $6,589,000 compared to $1,257,000 for the three months ended March 31, 2025, an increase of $5,332,000, or 424%.
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Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through March 31, 2026, we have funded our operations, principally with the issuance of equity and debt.
As of March 31, 2026, we had cash and cash equivalents of $4,299,000, as compared to $2,724,000 as of March 31, 2025. As of March 31, 2026, we had a working capital of $6,483,000, as compared to $3,359,000 as of March 31, 2025. The increase in our cash balance is mainly attributable to cash provided by financing activities offset by cash used in operations and cash used in investing activities.
On July 23, 2023, we entered into a standby equity purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, subject to certain limitations, including that (i) the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.
On December 22, 2023, we entered into an additional standby equity purchase agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 2027, or when the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the purchase agreement upon five trading days’ prior written notice to the Investor. During 2024, we have sold 27,224 shares of common stock at an average purchase price of $120.49 to the Investor.
In connection with and subject to the satisfaction of certain conditions set forth in the purchase agreement, upon our request, the Investor pre-advanced to us up to $3,000,000 of the $20,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a promissory note (each, a “Note”). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the purchase agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by us pursuant to the purchase agreement for the sale of shares will first be used to satisfy any payments due under an outstanding.
On May 12, 2025, we entered into a purchase agreement with the Investor for the balance of approximately $16 million remains available under the standby equity purchase agreement, accordingly, as described above in Recent Developments, pursuant to which the Investor committed to advance us the aggregate principal amount of $3,000,000.
On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.
As of May 14, 2026, we have sold 282,130 shares of common stock at an average purchase price of $26.37 to the Investor.
On October 20, 2025, upon fulfillment of all remaining closing conditions set forth in the Securities Purchase and Exchange Agreement, dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025, by and among the Company, MitoCareX, SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, and as consideration thereunder, the Company remitted a cash payment in the amount of $700,000 to SciSparc Ltd.
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The table below presents our cash flows for the periods indicated:
| Three
Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | (1,419,000 | ) | (809,000 | ) | ||||
| Net cash used in investing activities | (450,000 | ) | (1,176,000 | ) | ||||
| Net cash provided by financing activities | 2,196,000 | 2,532,000 | ||||||
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (4,000 | ) | (9,000 | ) | ||||
| Increase in cash and cash equivalents | 323,000 | 538,000 | ||||||
Going Concern
Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of March 31, 2026, we had an accumulated deficit of $45,137,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the date of this Quarterly Report.
We believe that our existing capital resources will be sufficient to support our operating plan through the first quarter of 2027; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all.
As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Quarterly Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern.
Operating Activities
Net cash used in operating activities was $1,419,000 for the three months ended March 31, 2026, as compared to $809,000 for the three months ended March 31, 2025. The increase is mainly attributable to higher cash used to fund operating activities in the three months ended March 31, 2026, including the Company’s current operations following the acquisition of MitoCareX and cash used by the Company’s former Save Foods business prior to its sale on March 15, 2026. The increase was also driven by working capital movements that resulted in additional cash usage, primarily an increase in prepaid expenses and other current assets, and a decrease in other liabilities.
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Investing Activities
Net cash used in investing activities was $450,000 for the three months ended March 31, 2026, as compared to net cash used in investing activities of $1,176,000 for the three months ended March 31, 2025. The decrease is mainly attributable to lower investments in solar projects under development and in the solar photovoltaic joint venture project during the 2026 period, as well as short-term loans granted in the 2025 period, while no such loans were granted in the 2026 period. The decrease was partially offset by the purchase of property and cash outflow related to discontinued operations in the 2026 period.
Financing Activities
Net cash provided by financing activities was $2,196,000 for the three months ended March 31, 2026, as compared to net cash provided by financing activities of $2,532,000 for the three months ended March 31, 2025. The decrease was mainly attributable to proceeds received in the 2025 period from a private offering of common stock, the exercise of warrants issued in connection with such private offering and a credit facility, net of repayments. In the 2026 period, net cash provided by financing activities was primarily attributable to net proceeds from the standby equity purchase agreement, partially offset by the repayment of a promissory note.
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including each of our Principal Executive Officer and our Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based on such evaluation, each of our Principal Executive Officer and Principal Financial Officer has concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report, following the acquisition of MitoCareX, we included MitoCareX within our existing financial reporting and consolidation controls. The inclusion of MitoCareX did not result in changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially owner of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors.
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.
Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds
Except as set forth below, there were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
On February 9, 2026, our Board approved the issuance of an equity grant to executive officers and consultant of an aggregate of 28,572 shares of common stock.
On February 9, 2026, we issued 16,613 shares of common stock to the chairman of the Board
The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026, none of the Company’s directors or officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangements as defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
| Exhibit | ||
| Number | Description | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.INS* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 14, 2026 | NEXENTIS TECHNOLOGIES INC. | |
| By: | /s/ David Palach | |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Dated: May 14, 2026 | By: | /s/ Lital Barda |
| Name: | Lital Barda | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Palach, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of Nexentis Technologies Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the quarter end covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the quarter end presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the quarter end in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarter end covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date May 14, 2026 | |
| /s/ David Palach | |
| David Palach | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lital Barda, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 of Nexentis Technologies Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the quarter end covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the quarter end presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the quarter end in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the quarter end covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 14, 2026 | |
| /s/ Lital Barda | |
| Lital Barda | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report Nexentis Technologies Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Palach, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 14, 2026
| /s/ David Palach | |
| David Palach | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Nexentis Technologies Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lital Barda, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: May 14, 2026
| /s/ Lital Barda | |
| Lital Barda | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |