Nexentis Technologies completes 1-for-5 reverse split
Nexentis Technologies Inc. effected a 1-for-5 reverse stock split that became effective at 4:15 p.m. Eastern Time on November 6, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Nexentis Technologies Inc. effected a 1-for-5 reverse stock split that became effective at 4:15 p.m. Eastern Time on November 6, 2026. Its common stock is scheduled to begin trading on a split-adjusted basis at market open on November 9, 2026, under the symbol NXTS.
Outstanding common shares are expected to be reduced from approximately 2.9 million to approximately 600 thousand. The authorized common share count remains 495,000,000; outstanding options and warrants are subject to proportionate adjustments, and fractional shares are rounded up to the next whole share.
Filing Explained
Nexentis’s 1-for-5 reverse split is complete; the share-count reduction is matched by a proportional increase in per-share price, so the split itself does not change company value.
8-K Event Classification
Key Figures
Key Terms
Reverse Stock Split financial
split-adjusted basis financial
proportionate adjustment financial
exchange agent technical
Stock Split
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is the NXTS reverse stock split ratio, and when does it take effect?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
| The
|
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 Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously reported in the Current Report on Form 8-K filed by Nexentis Technologies Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on April 30, 2026, the Company held a special meeting of stockholders on April 30, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, among other matters, a proposal to amend the Company’s Articles of Incorporation, as amended, in substantially the form attached as Annex A to the definitive proxy statement filed by the Company with the SEC on March 12, 2026, to effect one or more reverse stock splits of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of not less than 1-for-2 and not more than 1-for-500, with the exact ratio to be determined by the Company’s board of directors (the “Board”) in its discretion.
The Board approved a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), and on November 5, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation, as amended (the “Certificate of Amendment”), to effect the Reverse Stock Split, which became effective as of 4:15 p.m. Eastern Time on November 6, 2026. The Company’s Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis at market open on November 9, 2026, under the existing trading symbol “NXTS.”
When the Reverse Stock Split became effective, every five (5) shares of the Company’s issued and outstanding Common Stock were automatically converted into one (1) share of Common Stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase Common Stock. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number.
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, except for immaterial changes resulting from the rounding up of fractional shares, the relative voting power of holders of the outstanding Common Stock. The number of authorized shares will remain unchanged at 495,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 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. The new CUSIP number for Common Stock following the Reverse Stock Split is 80512Q709.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 8.01 | Other Events. |
On November 5, 2026, the Company announced that the Board approved a one-for-five (1-for-5) reverse stock split of the Common Stock that will become effective after the close of trading on November 6, 2026.
A copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Articles of Incorporation, as amended, of Nexentis Technologies Inc. | |
| 99.1 | Press release dated November 5, 2026. | |
| 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: November 6, 2026 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Nexentis Announces Reverse Stock Split
Ness Ziona, Israel, November 5, 2026 (GLOBE NEWSWIRE) — Nexentis Technologies Inc. (NASDAQ: NXTS) (“Nexentis” or the “Company”), a drug discovery company that also invests in solar energy assets based on the RTB (Ready to Build) business model, announced that its Board of Directors has approved a one-for-five (1-for-5) reverse stock split of its common stock that is scheduled to become effective for Nasdaq purposes on November 9, 2026. Beginning on November 9, 2026, the Company’s common stock will trade on the Nasdaq Capital Market on a split adjusted basis under a new CUSIP number 80512Q709. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the symbol “NXTS.” As previously disclosed, at the Special Meeting of the Stockholders of Nexentis held on April 30, 2026, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors, among other things, to effect one or more reverse stock splits at a ratio of not less than 1-for-2 and not more than 1-for-500 in order to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors, which would provide for a stronger investor base.
Upon effectiveness of the reverse stock split, every 5 shares of the Company’s outstanding common stock will be converted to one share of common stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock.
No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each such stockholder will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. The number of authorized shares of the Company’s common stock will not change, while the number of outstanding shares will be reduced from approximately 2.9 million to approximately 600 thousand.
Registered stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer agent, Securities Transfer Corporation, will send instructions for exchanging those certificates for new certificates representing the post-split number of shares. Securities Transfer Corporation can be reached at (469) 633-0101.
Additional information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2026, a copy of which is also available at www.sec.gov or at https://nexentistech.com/sec-filings/.
About Nexentis Technologies Inc.
Nexentis Technologies Inc. (NASDAQ: NXTS) owns 100% of MitoCareX Bio Ltd., a drug-discovery company. Additionally, Nexentis adopted an investment strategy focused on European renewable energy assets utilizing a RTB (Ready to Build) business model. The Company is currently the lead investor in four solar projects across three European Union countries, all introduced by Solterra Renewable Energy Ltd., a wholly owned subsidiary of Solterra Energy Ltd.
For additional details, please visit https://nexentistech.com/
Forward-looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current expectations, they are subject to various risks and uncertainties. Actual results, performance or achievements could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading “Risk Factors” in Nexentis’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.
Investor Relations Contacts:
Michal Efraty
michal@efraty.com