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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): May 27, 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
1.01 Entry into a Material Definitive Agreement.
On
April 30, 2026, Nexentis Technologies Inc. (the “Company”) held a special general meeting of stockholders (the “Special
Meeting”) to approve, among others, an amendment to a facility agreement (the “Original Facility Agreement”) with L.I.A.
Pure Capital Ltd. (the “Lender”) for financing of up to EUR 6,000,000 (the “Original Credit Facility”), EUR 2,000,000
of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for other projects subject to the Lender’s
pre-approval.
In
connection with the Original Facility Agreement, the Company issued to the Lender a five-year warrant (the “Warrant”) to
purchase 1,850,000 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $1.00 per share,
subject to customary anti-dilution adjustments.
The
Company’s stockholders previously approved the issuance of the Warrant Shares in accordance with Nasdaq Listing Rule 5635(d).
Following
the approval of the Company’s stockholders at the Special Meeting, on May 27, 2026, the Company and the Lender released from
escrow the signatures to the amended and restated facility agreement (the “Amended and Restated Facility Agreement”),
which, among other things: (i) increases the total amount available under the credit facility from EUR 6,000,000 to EUR 10,000,000;
and (ii) amends certain provisions relating to the Warrants, such that the Warrant will entitle the Lender to purchase 1,850,000
shares of the Company’s Common Stock and include an anti-dilution adjustment mechanism, including adding a “price
maintenance” provision to the Warrant’s anti-dilution adjustment mechanism. This provision is intended to preserve the
economic value of the Warrant and provides that, upon certain future issuances of Company securities at prices below the
then-current exercise price of the Warrant, adjustments may be made to reduce the Warrant exercise price; and/or increase the number
of Warrant Shares issuable upon exercise.
Except
as modified, the principal economic terms of the credit facility, including interest rate, repayment structure, drawdown period, and
general warrant terms, remain substantially consistent with the Original Facility Agreement.
A
copy of the Amended and Restated Facility Agreement filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
The foregoing summary of such Amended and Restated Facility Agreement is not complete and is qualified in its entirety by reference to
the full text of such Exhibit.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed above in Item 1.01 is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amended and Restated Facility Agreement, between L.I.A Pure Capital Ltd. and the Company |
| 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:
May 27, 2026 |
By: |
/s/
Lital Barda |
| |
Name: |
Lital
Barda |
| |
Title: |
Chief
Financial Officer |
