Nexentis Technologies Inc.

8-K · form8-k.htm

0001789192

 2026-06-12
 2026-06-12

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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