NXTS 8-K
Nexentis Technologies Inc. (NXTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On August 6, 2026, the board of directors (the “Board”) and audit committee of the Board (the “Audit Committee”) of Nexentis Technologies Inc. (the “Company”) approved the dismissal of Somekh Chaikin, a member firm of KPMG International (“KPMG Israel”), as its independent registered public accounting firm, effective on August 6, 2026. For the years ended December 31, 2025 and 2024, the audit reports of KPMG Israel did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports contained a separate paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency, that raise substantial doubt about its ability to continue as a going concern and stating that management’s plans in regard to these matters were also described in Note 1C to the consolidated financial statements.
During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) and the related instructions thereto, with KPMG Israel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG Israel, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided KPMG Israel with the disclosures under this Item 4.01(a), and has requested them to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. KPMG Israel responded with a letter dated August 6, 2026, a copy of which is annexed hereto as Exhibit 16.1 stating that KPMG Israel agrees with the statements set forth above.
(b) Engagement of New Independent Registered Public Accounting Firm
On August 6, 2026, the Board and Audit Committee appointed Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network (“Deloitte Israel”), as the Company’s new independent registered public accounting firm, for the audit of the Company’s consolidated financial statements for the year ended December 31, 2026. During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through August 6, 2026, neither the Company nor anyone acting on its behalf consulted with Deloitte Israel regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 16.1 | Letter from Somekh Chaikin, a member firm of KPMG International | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nexentis Technologies Inc. | ||
| Date: August 6, 2026 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |
Exhibit 16.1
KPMG Somekh Chaikin
Millennium Tower
17 Ha’arba’a street, PO Box 609
Tel Aviv 6100601 Israel
+972 3 684 8000
August 6, 2026
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Nexentis Technologies Inc., under the date of August 6, 2026, we reported on the consolidated financial statements of Nexentis Technologies Inc. as of and for the years ended December 31, 2025, and 2024 On August 6, 2026, we were dismissed.
We have read Nexentis Technologies Inc.’s statements included under Item 4.01 of its Form 8-K dated August 6, 2026, and we agree with such statements.
Very truly yours,
/s/ Somekh Chaikin
Member firm of KPMG International
KPMG Somekh Chaikin, an Israeli partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.