Nexentis (NITO) grants 600,000 shares for consulting work

Rhea-AI Filing Summary

Nexentis Technologies Inc. reported that on February 20, 2026, it issued 600,000 shares of common stock to consultants as payment for investor relations and business development services. The company treated this as a private, unregistered equity issuance relying on the Section 4(a)(2) exemption from the Securities Act.

false 0001789192 0001789192 2026-02-26 2026-02-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 26, 2026

Nexentis Technologies Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-40403		26-4684680
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

HaPardes 134 (Meshek Sander)
Neve Yarak, Israel		4994500
(Address of principal executive offices)		(Zip Code)

(347) 468 9583

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001		NXTS		The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 3.02. Unregistered Sales of Equity Securities.

On February 20, 2026, N2OFF, Inc. (the “Company”) issued 600,000 shares of common stock to consultants in consideration of various investor relations and business development services provided to the Company.

The issuance of such shares were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof as transactions by an issuer not involving a public offering.

SIGNATURES

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: February 26, 2026	By:	/s/ David Palach
	Name:	David Palach
	Title:	Chief Executive Officer

FAQ

What did Nexentis Technologies Inc. (NITO) disclose in this 8-K?

Nexentis Technologies Inc. disclosed that it issued 600,000 shares of common stock to consultants. The shares were granted as consideration for investor relations and business development services and were issued in a private, unregistered transaction relying on the Section 4(a)(2) exemption.

How many shares did Nexentis Technologies Inc. (NITO) issue to consultants?

Nexentis Technologies Inc. issued 600,000 shares of its common stock to consultants. These shares were provided as compensation for investor relations and business development services, rather than for cash, and were part of an unregistered private offering under Section 4(a)(2).

Why did Nexentis Technologies Inc. (NITO) issue 600,000 shares?

The company issued 600,000 common shares to consultants as consideration for investor relations and business development services. Instead of paying cash, Nexentis compensated these service providers with equity, aligning their compensation with the company’s stock performance.

Under what legal exemption were Nexentis Technologies Inc. (NITO) shares issued?

The 600,000 shares were issued under the Section 4(a)(2) exemption of the Securities Act of 1933. This provision allows transactions by an issuer not involving a public offering, meaning the shares were sold privately without SEC registration as a public offering.

Were the 600,000 Nexentis Technologies Inc. (NITO) shares registered with the SEC?

No, the 600,000 shares were not registered as part of a public offering. Nexentis relied on Section 4(a)(2) of the Securities Act, which permits unregistered private issuances by an issuer when the transaction does not constitute a public offering.

Who received the newly issued Nexentis Technologies Inc. (NITO) shares?

The newly issued 600,000 Nexentis shares were granted to consultants. These consultants provided investor relations and business development services to the company, and the shares served as compensation for those services instead of traditional cash payments.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB