STOCK TITAN

Nexentis Technologies (NASDAQ: NXTS) changes auditors after prior going concern note

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nexentis Technologies Inc. changed its external auditor. On August 6, 2026, the board and audit committee dismissed Somekh Chaikin, a member firm of KPMG International (“KPMG Israel”), as the company’s independent registered public accounting firm and appointed Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network (“Deloitte Israel”), to audit the consolidated financial statements for the year ended December 31, 2026.

KPMG Israel’s reports for the years ended December 31, 2025 and 2024 contained an explanatory paragraph stating that Nexentis had suffered recurring losses from operations and had a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The company states there were no disagreements or reportable events with KPMG Israel under Regulation S‑K Items 304(a)(1)(iv) and (v), and KPMG Israel provided a letter (Exhibit 16.1) agreeing with these statements.

Positive

  • None.

Negative

  • KPMG Israel’s audit reports for the years ended December 31, 2025 and 2024 included an explanatory paragraph that recurring operating losses and a net capital deficiency raise substantial doubt about Nexentis’s ability to continue as a going concern.

Filing Explained

The latest reported quarter showed $4,299,000 of cash and equivalents and $1,419,000 of operating cash outflow; that historical outflow equals 272.7 days of cash use, providing current liquidity context for the going-concern disclosure.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $4,299,000 / ($1,419,000 / 90) = [object Object]
Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
independent registered public accounting firm regulatory
"approved the dismissal of Somekh Chaikin ... as its independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"raise substantial doubt about its ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
reportable events regulatory
"there were no reportable events within the meaning of Item 304(a)(1)(v)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Regulation S-K regulatory
"within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
Audit Committee regulatory
"the board of directors (the “Board”) and audit committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

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

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FAQ

What auditor change did Nexentis Technologies Inc. (NXTS) report?

Nexentis Technologies Inc. dismissed KPMG Israel as its independent registered public accounting firm and appointed Deloitte Israel on August 6, 2026, to audit its consolidated financial statements for the year ending December 31, 2026.

Did KPMG Israel issue a going concern warning for Nexentis (NXTS)?

Yes. KPMG Israel’s reports for 2025 and 2024 stated that recurring losses and a net capital deficiency raise substantial doubt about Nexentis Technologies Inc.’s ability to continue as a going concern.

Were there any reported disagreements between Nexentis (NXTS) and KPMG Israel?

The company states there were no disagreements with KPMG Israel on accounting principles, financial disclosure, or audit scope that would require disclosure under Item 304(a)(1)(iv) of Regulation S‑K during 2025 and 2024.

Did Nexentis (NXTS) report any other reportable events with KPMG Israel?

Nexentis reports that during its two most recent fiscal years, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S‑K in connection with KPMG Israel’s engagement.

How did KPMG Israel respond to Nexentis’s (NXTS) description of the auditor change?

KPMG Israel provided a letter dated August 6, 2026 (filed as Exhibit 16.1) stating that it agrees with Nexentis’s statements regarding the dismissal and related disclosures.

Did Nexentis (NXTS) consult Deloitte Israel before the appointment?

The company states that during 2025, 2024, and through August 6, 2026, neither Nexentis nor anyone on its behalf consulted Deloitte Israel on matters described in Items 304(a)(2)(i) and (ii) of Regulation S‑K.
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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): August 6, 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 4.01 Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of Previous Independent Registered Public Accounting Firm

 

On August 6, 2026, the board of directors (the “Board”) and audit committee of the Board (the “Audit Committee”) of Nexentis Technologies Inc. (the “Company”) approved the dismissal of Somekh Chaikin, a member firm of KPMG International (“KPMG Israel”), as its independent registered public accounting firm, effective on August 6, 2026. For the years ended December 31, 2025 and 2024, the audit reports of KPMG Israel did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports contained a separate paragraph stating that the Company has suffered recurring losses from operations and has a net capital deficiency, that raise substantial doubt about its ability to continue as a going concern and stating that management’s plans in regard to these matters were also described in Note 1C to the consolidated financial statements.

 

During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”) and the related instructions thereto, with KPMG Israel on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG Israel, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

 

The Company has provided KPMG Israel with the disclosures under this Item 4.01(a), and has requested them to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. KPMG Israel responded with a letter dated August 6, 2026, a copy of which is annexed hereto as Exhibit 16.1 stating that KPMG Israel agrees with the statements set forth above.

 

(b) Engagement of New Independent Registered Public Accounting Firm

 

On August 6, 2026, the Board and Audit Committee appointed Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network (“Deloitte Israel”), as the Company’s new independent registered public accounting firm, for the audit of the Company’s consolidated financial statements for the year ended December 31, 2026. During the Company’s two most recent fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through August 6, 2026, neither the Company nor anyone acting on its behalf consulted with Deloitte Israel regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  Description
16.1   Letter from Somekh Chaikin, a member firm of KPMG International
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: August 6, 2026 By: /s/ David Palach
  Name: David Palach
  Title: Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

5 documents