Nexentis OKs reverse split and equity issuance

Nexentis Technologies Inc. held a special shareholder meeting where investors approved several key proposals affecting its capital structure.

Accepted by SEC EDGAR 04/30/2026 - 04:15 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Nexentis Technologies Inc. held a special shareholder meeting where investors approved several key proposals affecting its capital structure. As of the record date March 10, 2026, there were 5,111,362 common shares outstanding, each entitled to one vote, and 3,129,968 shares were represented, equal to about 61.23% of voting power.

Shareholders approved a reverse stock split amendment allowing the board to choose a ratio between 1-for-2 and 1-for-500, with 2,855,535 votes for and 272,430 against. They also approved issuing securities in one or more non-public offerings with up to a 20% discount to the market price under Nasdaq Rule 5635(d), by a vote of 2,230,497 for and 112,345 against.

In addition, shareholders approved potential issuance of common shares upon exercise of warrants that may be issued under an amendment to the company’s facility agreement with L.I.A. Pure Capital Ltd., with 1,789,433 votes for and 98,561 against. A proposal to permit adjournment of the meeting if more time were needed for votes also passed, supported by 2,949,940 votes.

Insights

Shareholders cleared flexible tools for reverse split and discounted equity raises.

Nexentis Technologies Inc. obtained shareholder approval for a broad reverse stock split range and for issuing discounted securities in private offerings under Nasdaq Rule 5635(d). This gives the board flexibility to manage its share price, maintain listing standards, and access equity financing if needed.

The facility-related approval covers potential issuance of shares on exercise of warrants tied to an amended facility with L.I.A. Pure Capital Ltd., aligning financing terms with Nasdaq rules. Actual dilution will depend on whether the board implements the reverse split, conducts offerings, or issues facility-related warrants, none of which are specified in detail here.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 5,111,362 shares Shares represented: 3,129,968 shares Reverse split range: 1-for-2 to 1-for-500 +4 more

7 metrics

Shares outstanding 5,111,362 shares Common stock outstanding as of March 10, 2026 record date

Shares represented 3,129,968 shares Shares present or by proxy at special meeting (~61.23% voting power)

Reverse split range 1-for-2 to 1-for-500 Authorized range for reverse stock split of common shares

Reverse split votes for 2,855,535 votes Votes in favor of the reverse stock split proposal

Equity issuance votes for 2,230,497 votes Votes in favor of discounted non-public equity issuance proposal

Facility amendment votes for 1,789,433 votes Votes in favor of facility-related warrant share issuance proposal

Adjournment votes for 2,949,940 votes Votes approving ability to adjourn the special meeting if necessary

Key Terms

reverse stock split, Nasdaq Marketplace Rule 5635(d), warrants, facility agreement, +1 more

5 terms

reverse stock split financial

"implementing one or more reverse stock splits of the issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Marketplace Rule 5635(d) regulatory

"as required by and in accordance with Nasdaq Marketplace Rule 5635(d)"

warrants financial

"potential issuance of shares of Common Stock upon exercise of warrants that may be issued"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

facility agreement financial

"an amendment to the Company’s facility agreement with L.I.A. Pure Capital Ltd."

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nexentis Technologies Inc. (NITO) shareholders approve at the special meeting?

Shareholders approved a flexible reverse stock split authorization, potential discounted equity issuances under Nasdaq Rule 5635(d), warrant-related share issuances tied to a facility amendment, and the ability to adjourn the meeting if more votes were needed.

What reverse stock split range did Nexentis (NITO) shareholders authorize?

Investors approved a reverse stock split range from 1-for-2 to 1-for-500 of issued and outstanding common shares. The board can choose the exact ratio and timing, or decide not to implement it at all, within this authorized range.

How many Nexentis (NITO) shares were outstanding and represented at the special meeting?

As of March 10, 2026, Nexentis had 5,111,362 common shares outstanding, each with one vote. At the special meeting, 3,129,968 shares were represented in person or by proxy, corresponding to about 61.23% of the voting power entitled to participate.

What equity issuance flexibility did Nexentis (NITO) receive under Nasdaq Rule 5635(d)?

Shareholders approved issuing securities in one or more non-public offerings at discounts up to 20% below the market price, in line with Nasdaq Rule 5635(d). This authorization allows the company to pursue private financing structures within that maximum discount limit.

What is the Nexentis (NITO) facility amendment proposal involving L.I.A. Pure Capital Ltd.?

Shareholders approved, for Nasdaq Rule 5635(d) purposes, potential issuance of common shares upon exercise of warrants that may be issued under an amended facility agreement with L.I.A. Pure Capital Ltd. This ensures any such warrant-related share issuance conforms to required shareholder approval rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 30, 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 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 5.07 Submission of Matters to a Vote of Security Holders.

On April 30, 2026, Nexentis Technologies Inc. (the “Company”) held a special general meeting of stockholders (the “Special Meeting”). As of the close of business on March 10, 2026, the record date for the Special Meeting, there were 5,111,362 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issued and outstanding (without giving effect to the one-for-seven (1-for-7) reverse stock split of the Company’s Common Stock that was effected on April 8, 2026 (the “April 2025 Reverse Stock Split”)), each of which was entitled to one vote per share.

At the Special Meeting, the holders of 3,129,968 shares of the Common Stock (without giving effect to the April 2025 Reverse Stock Split), equivalent to approximately 61.23% of the outstanding shares entitled to vote at the Special Meeting, were represented in person or by proxy at the Special Meeting, constituting a quorum. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

All share amounts set forth below and elsewhere in this Current Report on Form 8-K are presented on a pre-April 2025 Reverse Stock Split basis.

Proposal #1. The Reverse Stock Split Proposal. Proposal No. 1 was to approve an amendment to the Company’s Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing one or more reverse stock splits of the issued and outstanding shares of the Company’s 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 the Company’s 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”). The proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
2,855,535		272,430		2,003		-

Proposal #2. The Equity Issuance Proposal. Proposal No. 2 was 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 the Company’s Common Stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (the “Equity Issuance Proposal”).

The proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
2,230,497		112,345		11,766		775,360

Proposal #3. The Facility Amendment Proposal. Proposal No. 3 was 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 the Company’s facility agreement with L.I.A. Pure Capital Ltd. (the “Facility Amendment Proposal”). The proposal was approved as follows:

For		Against		Abstain		Broker Non-Votes
1,789,433		98,561		466,614		775,360

Proposal #4. The Adjournment Proposal. Proposal No. 4 was to approve the authorization of an adjournment of the Special 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. The proposal was approved was approved as follows:

For		Against		Abstain		Broker Non-Votes
2,949,940		177,153		2,875		-

No other matters were considered or voted upon at the Special Meeting.

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: April 30, 2026	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Nexentis OKs reverse split and equity issuance

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