Nexentis Technologies (NXTS) prices $1.25M stock and warrant offerings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nexentis Technologies Inc. entered into a securities purchase agreement with institutional investors for a registered direct offering and concurrent private placement. The company agreed to sell 311,876 shares of common stock and issue 311,876 warrants to buy up to 311,876 additional shares.

The warrants are exercisable immediately at $4.008 per share, have a five-year term, and may be exercised on a cashless basis if no effective registration statement is available. Aggregate gross proceeds from the combined offerings are about $1.25 million before expenses, with closing expected on or about June 15, 2026, subject to customary conditions.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares sold: 311,876 shares Warrants issued: 311,876 warrants Exercise price: $4.008 per share +5 more

8 metrics

Shares sold 311,876 shares Common stock in registered direct offering

Warrants issued 311,876 warrants Concurrent private placement

Exercise price $4.008 per share Warrants exercisable upon issuance

Gross proceeds $1.25 million Aggregate from the offerings before expenses

Warrant term 5 years From warrant issuance date

Resale registration filing deadline 30 days From closing date to file resale registration statement

Registration effectiveness target 60 days From closing date to have resale registration effective

Expected closing date June 15, 2026 Anticipated closing of the offerings

Key Terms

registered direct offering, private placement, warrants, shelf registration statement on Form S-3, +2 more

6 terms

registered direct offering financial

"the Company agreed to sell and issue in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"In a concurrent private placement the Company also agreed to issue"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"the Company also agreed to issue to the same investors an aggregate of 311,876 warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

shelf registration statement on Form S-3 regulatory

"in connection with a takedown from the Company’s shelf registration statement on Form S-3"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

Regulation D regulatory

"Rule 506 of Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investor financial

"Each of the investors has represented that it is an accredited investor"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

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Understanding 8-K Material Events →

06/12/2026 - 04:15 PM

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): June 12, 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 June 12, 2026, Nexentis Technologies Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors pursuant to which the Company agreed to sell and issue in a registered direct offering (the “Registered Direct Offering”) an aggregate of 311,876 of the Company’s shares of common stock (the “RD Shares”).

In a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offerings”), the Company also agreed to issue to the same investors an aggregate of 311,876 warrants to purchase up to 311,876 shares of the Company’s common stock (the “Warrants”). The Warrants will be exercisable upon issuance at an exercise price of $4.008 per share, subject to adjustment as set forth therein, and will have a 5-year term from the issuance date. The Warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares underlying the warrants.

In connection with the Private Placement, the Company is required to file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register for resale the shares issuable upon exercise of the unregistered Warrants, within 30 days of the closing date of the Purchase Agreement (the “Closing Date”), and to have such Registration Statement declared effective within 60 days after the Closing Date.

The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

Aggregate gross proceeds to the Company in respect of the Offerings is approximately $1.25 million, before deducting offering expenses payable by the Company. The Offerings are expected to close on or about June 15, 2026, subject to satisfaction of customary closing conditions.

The RD Shares to be issued in the Registered Direct Offering will be issued pursuant to a prospectus supplement which will be filed with the SEC, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. 333-295100), which became effective on April 29, 2026, and the base prospectus dated as of April 29, 2026 contained in such registration statement.

The Warrants to be issued in the Private Placement and the shares underlying such warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. Each of the investors has represented that it is an accredited investor, as such term is defined in Regulation D, and has acquired such securities for its own account and has no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The Warrants to be issued in the Private Placement and the shares underlying such warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares or warrants in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing descriptions of the Purchase Agreement and the Warrant are not complete, and are qualified in their entireties by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.

A copy of the opinion of Greenberg Traurig, P.A. relating to the securities issued in the Registered Direct Offering is attached as Exhibit 5.1 hereto.

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond the Company’s control. For example, this Current Report states that the Offerings are expected to close on or about June 15, 2026. In fact, the closing of the Offerings is subject to various conditions and contingencies as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.

Item 3.02.

Unregistered Sales of Equity Securities.

The information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

5.1		Opinion of Greenberg Traurig, P.A.
10.1		Form of Securities Purchase Agreement, dated June 12, 2026
10.2		Form of Warrant
23.1		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
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: June 12, 2026	By:	/s/ Lital Barda
	Name:	Lital Barda
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing did Nexentis Technologies (NXTS) announce on June 12, 2026?

Nexentis Technologies agreed to a registered direct offering and concurrent private placement, selling 311,876 common shares and issuing 311,876 warrants. The combined offerings are expected to generate about $1.25 million in gross proceeds before expenses, subject to customary closing conditions.

How many shares and warrants are involved in the Nexentis (NXTS) offerings?

The company will sell 311,876 shares of common stock and issue 311,876 warrants, each warrant allowing purchase of one share. Together, investors could ultimately acquire up to 623,752 shares if all warrants are exercised under the agreed terms.

What are the key terms of the Nexentis (NXTS) warrants issued in the private placement?

The warrants cover up to 311,876 shares, are exercisable upon issuance at $4.008 per share, and have a five-year term. They may be exercised on a cashless basis if there is no effective registration statement for the underlying shares at exercise time.

When is the Nexentis Technologies (NXTS) financing expected to close?

The offerings are expected to close on or about June 15, 2026, subject to customary closing conditions in the securities purchase agreement. If those conditions are not satisfied, the offerings may be delayed or may not close.

How will the Nexentis (NXTS) warrant shares be registered for resale?

In connection with the private placement, Nexentis must file a resale registration statement with the SEC within 30 days of the closing date. It must seek to have this statement declared effective within 60 days, covering shares issuable upon exercise of the unregistered warrants.

Under what securities law exemptions is Nexentis (NXTS) selling the warrants?

The warrants and their underlying shares are being offered under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Investors represented that they are accredited investors acquiring the securities for their own accounts without general solicitation.

Filing Exhibits & Attachments

7 documents