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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): April 3, 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.) |
Pinhas
Sapir St. 3, Kiryat HaMada
Ness
Ziona 7403626, 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
3.03 |
Material
Modifications to Rights of Security Holders. |
As
previously reported on the Current Report on Form 8-K filed by Nexentis Technologies Inc. (the “Company”) with the Securities
and Exchange Commission on September 25, 2025, at the special meeting of stockholders of the Company held on said date, the stockholders
approved a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend
the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), at any time within
one year after stockholder approval is obtained, to effect a reverse stock split of the issued and outstanding shares of the Company’s
common stock, $0.0001 par value per share (the “Common Stock”), 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
the Company’s 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 the Common Stock at a ratio of one-for-seven (1-for-7) (the “Reverse
Stock Split”).
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
April 3, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada, to effect the
Reverse Stock Split. The Certificate of Amendment will become effective on April 7, at 4:15 p.m. Eastern Daylight Time.
Upon
the opening of the market on April 8, 2026, the Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”)
on the post-Reverse Stock Split basis under the current symbol “NXTS” but with a new CUSIP number.
As
a result of the Reverse Stock Split, every seven (7) shares of issued and outstanding Common Stock will be automatically combined into
one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued
as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be
rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 5,111,362
shares to approximately 730,309 shares, subject to adjustment for the rounding up of fractional shares. The Common Stock issued pursuant
to the Reverse Stock Split will remain fully paid and non-assessable. Proportionate adjustments will be made to the exercise prices and
the number of shares underlying the Company’s outstanding equity awards, convertible notes, and warrants, as applicable. The Reverse
Stock Split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock nor will it change the
authorized shares of preferred stock or the relative voting power of holders of the outstanding Common Stock. The number of authorized
shares of Common Stock under the Certificate of Amendment will remain unchanged at 495,000,000 shares of Common Stock and 5,000,000 shares
of preferred stock, $0.0001 par value per share, none of which is issued and outstanding.
The
Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will
send instructions to stockholders of record regarding the exchange of certificates of Common Stock if the shares were issued in certificated
form.
Except
for de minimis adjustments that result from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive
effect on our stockholders, since each stockholder holds the same percentage of Common Stock outstanding immediately following the Reverse
Stock Split as such stockholder held immediately prior to the Reverse Stock Split.
A
copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The information set forth
in Item 3.03 of this Current Report is incorporated herein by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of Nexentis Technologies Inc. filed April 3, 2026, effective
as of April 7, 2026. |
| 104 |
|
Cover
Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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:
April 6, 2026 |
By: |
/s/
David Palach |
| |
Name: |
David
Palach |
| |
Title: |
Chief
Executive Officer |
