Nexentis Technologies Inc. filings document material events, stockholder voting matters, capital-structure changes, and Nasdaq-related approvals for the company’s common stock. Its recent Form 8-K disclosures include amendments affecting security-holder rights and the completed one-for-seven reverse stock split of the company’s common stock.
The company’s proxy materials describe proposals for reverse stock split authority and equity issuance approvals under Nasdaq Marketplace Rule 5635(d). Other filing categories include material agreements, capital-structure disclosure, board authority, quorum and voting results, and amendments to the company’s governing documents.
Nexentis Technologies Inc. filed a post-effective amendment to its Form S‑3 shelf registration, keeping in place the ability to offer up to $100,000,000 of common stock, preferred stock, debt securities, warrants, subscription rights and units. The amendment primarily updates incorporated information, including historical financial statements and unaudited pro forma data for the acquisition of MitoCareX Bio Ltd., and does not register additional securities.
As of July 5, 2026, shares of common stock outstanding were 1,453,333, of which 1,396,490 were held by non‑affiliates, giving an aggregate non‑affiliate market value of $18,154,370 under General Instruction I.B.6 of Form S‑3. Nexentis states it has not sold securities under this instruction in the prior 12‑month period and remains subject to the one‑third cap relative to this market value.
The company is repositioned around biotechnology and renewable energy, led by wholly owned subsidiary MitoCareX, which develops small‑molecule cancer and inflammatory metabolic disease therapeutics using its MITOLINE™ structural biology platform, and a 70% interest in an Italian solar joint venture. Recent capital actions include June 2026 registered direct offerings totaling 722,874 shares of common stock with accompanying five‑year PIPE warrants, aggregate gross proceeds of about $4.15 million, and an amended EUR 10,000,000 credit facility with an associated warrant for up to 1,850,000 shares at $1.00 per share.
Nexentis Technologies Inc. is registering 410,998 shares of common stock. The company is offering 410,998 shares at $7.056 per share in a registered direct placement, with aggregate gross proceeds to the company of $2,900,001.88. In a concurrent private placement to the same investors, Nexentis is issuing unregistered warrants to purchase up to 410,998 shares at an exercise price of $7.056 per share, exercisable immediately and expiring five years after issuance. The prospectus states net proceeds will be used for general corporate purposes and working capital. Shares outstanding used to calculate post-offering figures were 1,042,335 as of June 22, 2026, and delivery was expected on or about June 23, 2026.
Nexentis Technologies Inc. agreed to raise capital through a registered direct offering and concurrent private placement. The company will sell 410,998 shares of common stock at $7.056 per share, a premium to the Nasdaq Minimum Price, and issue 410,998 five-year warrants with the same exercise price.
The transactions are expected to generate approximately $2.9 million in gross proceeds, before expenses, and are scheduled to close on or about June 24, 2026, subject to customary conditions. Nexentis must file a resale registration statement for the warrant shares within 30 days of closing and have it declared effective within 60 days.
Nexentis Technologies Inc. is offering 311,876 shares of common stock at $4.008 per share pursuant to this prospectus supplement, with delivery expected on or about June 15, 2026. In a concurrent private placement to the same investors, Nexentis is issuing unregistered warrants to purchase up to 311,876 shares at an exercise price of $4.008 per share, exercisable immediately and expiring five years from issuance.
The prospectus supplement states estimated gross proceeds to Nexentis of $1,249,999.08 (before expenses) and intends to use net proceeds for general corporate purposes and working capital. The filing also discloses a beneficial ownership limitation on warrant exercises of 4.99% (or, at holder election before issuance, 9.99%) of outstanding common stock and that warrants will not be listed on any national exchange.
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.
Nexentis Technologies Inc. entered into an amended and restated facility agreement with L.I.A. Pure Capital Ltd., increasing its credit facility from EUR 6,000,000 to EUR 10,000,000. The facility continues to finance projects, including EUR 2,000,000 earmarked for one project in Germany and the remainder for other projects subject to lender pre-approval.
The amendment also updates warrant terms. The lender’s existing five-year warrant to purchase 1,850,000 shares of common stock at an exercise price of $1.00 per share now includes an enhanced anti-dilution adjustment, adding a “price maintenance” provision that can reduce the exercise price and/or increase warrant shares if future securities are issued below the then-current exercise price.
Nexentis Technologies Inc. reported a much larger quarterly loss as it reshaped its business around oncology biotech and renewable energy projects. For the three months ended March 31, 2026, total assets were $16.4M and cash and cash equivalents were $4.3M.
The company posted an operating loss of $8.2M and a net loss of $6.6M, or $10.74 per basic share, driven mainly by a non‑cash goodwill impairment of $6.3M related to the MitoCareX oncology unit and higher share‑based compensation.
Nexentis closed the sale of its former Save Foods business, recognizing an $0.9M gain in discontinued operations, and received Voice Assist shares now valued at $1.7M. Management disclosed substantial doubt about the company’s ability to continue as a going concern beyond early 2027 without additional financing, despite having $6.5M of working capital and ongoing access to equity facilities.
Nexentis Technologies Inc. held a special shareholder meeting where investors approved several key proposals affecting its capital structure. As of the record date March 10, 2026, there were 5,111,362 common shares outstanding, each entitled to one vote, and 3,129,968 shares were represented, equal to about 61.23% of voting power.
Shareholders approved a reverse stock split amendment allowing the board to choose a ratio between 1-for-2 and 1-for-500, with 2,855,535 votes for and 272,430 against. They also approved issuing securities in one or more non-public offerings with up to a 20% discount to the market price under Nasdaq Rule 5635(d), by a vote of 2,230,497 for and 112,345 against.
In addition, shareholders approved potential issuance of common shares upon exercise of warrants that may be issued under an amendment to the company’s facility agreement with L.I.A. Pure Capital Ltd., with 1,789,433 votes for and 98,561 against. A proposal to permit adjournment of the meeting if more time were needed for votes also passed, supported by 2,949,940 votes.
Nexentis Technologies, Inc. is registering a shelf offering of up to $100,000,000 of common stock, preferred stock, subscription rights, debt securities, warrants and units subject to completion, dated April 16, 2026. Each tranche will be sold from time to time and described in a prospectus supplement.
Shares outstanding were 730,459 as of April 15, 2026. The prospectus states proceeds will be used for general corporate purposes, including working capital, capital expenditures, repayment of indebtedness, and acquisitions or strategic investments.