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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): September 29, 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, Israel |
|
7403626 |
| (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
1.01. Entry into a Material Definitive Agreement.
On
September 29, 2026, Nexentis Technologies Inc. (the “Company”) entered into amendment agreements (the “Amendment Agreements”)
with the holders of all outstanding warrants issued in connection with (i) the Company’s loan facility with L.I.A. Pure Capital
Ltd., originally entered into on October 1, 2024 and subsequently amended in May 2026, (ii) the Company’s concurrent private placement
conducted alongside its registered direct offering on June 15, 2026 and (iii) the Company’s concurrent private placement conducted
alongside its registered direct offering on June 24, 2026 (collectively, the “Existing Warrants”).
Pursuant
to the Amendment Agreements, the parties agreed to amend the Existing Warrants and enter into amended and restated warrants (the “Amended
Warrants” and together with the Amended Agreements, the “Amendments”). The Amended Warrants removed certain provisions
contained in the Existing Warrants that resulted in liability classification for accounting purposes. The Company believes that the Amended
Warrants qualify for equity classification under applicable accounting guidance.
The
Amendments became effective on September 29, 2026.
The
Amendments did not increase the number of shares issuable upon exercise of the Existing Warrants, extend the term of the Existing Warrants,
or otherwise provide additional economic consideration to the holders thereof. Rather, the Amendments were effected to modify certain
provisions of the Existing Warrants in connection with the Company’s efforts to regain compliance with Nasdaq Listing Rule 5550(b)(1).
The
foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the forms of
Amendment Agreements and forms of Amended Warrants, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment Agreement relating to the L.I.A. Pure Capital Ltd. Warrant |
| 10.2 |
|
Form of Amended and Restated L.I.A. Pure Capital Ltd. Warrant |
| 10.3 |
|
Form of Amendment Agreement relating to June 15, 2026 Private Placement Warrants |
| 10.4 |
|
Form of Amended and Restated June 15, 2026 Private Placement Warrant |
| 10.5 |
|
Form of Amendment Agreement relating to June 24, 2026 Private Placement Warrants |
| 10.6 |
|
Form of Amended and Restated June 24, 2026 Private Placement Warrant |
| 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:
October 6, 2026 |
By: |
/s/
David Palach |
| |
Name:
|
David
Palach |
| |
Title: |
Chief
Executive Officer |
