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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): March 15, 2026
Nexentis
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40403 |
|
26-4684680 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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 per share |
|
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
2.01. Completion of Acquisition or Disposition of Assets
As
previously reported by Nexentis Technologies Inc. (formerly, N2OFF, Inc.) (the “Company”) with the Securities and Exchange
Commission in a Current Report on Form 8-K on January 13, 2026 (the “Original 8-K”), on January 13, 2026, the Company entered
into a Securities Exchange Agreement (the “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 Ltd., a private
company incorporated under the laws of the State of Israel and a majority-owned subsidiary of the Company (“Save Foods”,
and together with the Company and Voice Assist, the “Parties”).
On
March 15, 2026, the Company closed the Agreement (the “Closing”). At the Closing, pursuant to the Agreement, the Company
transferred to Voice Assist all of the ordinary shares of Save Foods owned by the Company, representing approximately 98% of the issued
and outstanding ordinary share capital of Save Foods (the “Shares”), free and clear of any encumbrances. The Agreement contains
customary representations, warranties, covenants and closing conditions for transactions of this type.
The
consideration delivered by Voice Assist to the Company for the Shares consisted of the issuance at the Closing to the Company of that
number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist on a fully-diluted
basis, calculated as of immediately following the Closing.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement. A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”)
and is incorporated herein by reference.
As
previously disclosed in the Original 8-K, on January 13, 2026 the Company also entered into a Services Agreement with Voice Assist (the
“Services Agreement”), pursuant to which the Company 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” over specified periods, and a share of any
“Ecolab Gross Proceeds” 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.
The
foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Services Agreement. A copy of the Services Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and
is incorporated herein by reference.
Warning
Concerning Forward Looking Statements
This
Current Report contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs
or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons
which are beyond the Company’s control. For this reason, among others, you should not place undue reliance upon the Company’s
forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements
in order to reflect any event or circumstance that may arise after the date of this Current Report.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Securities Exchange Agreement, dated January 13, 2026, among the Company, Save Foods and Voice Assist (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Company with the SEC on January 13, 2026) |
| |
|
|
| 10.2 |
|
Services Agreement, dated January 13, 2026, between the Company and Voice Assist (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Company with the SEC on January 13, 2026) |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
March 17, 2026 |
By: |
/s/
David Palach |
| |
Name: |
David
Palach |
| |
Title: |
Chief
Executive Officer |
