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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 |
