Form 8-K

8-K — Nexentis Technologies Inc.

Accession: 0001493152-26-050482

Filed: 2026-11-06

Period: 2026-11-05

CIK: 0001789192

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-99.1 (ex99-1.htm)

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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): November 5, 2026

Nexentis

Technologies Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-40403

26-4684680

(State

or other jurisdiction

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 ☒

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

3.03

Material

Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item

5.03

Amendment

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

previously reported in the Current Report on Form 8-K filed by Nexentis Technologies Inc., a Nevada corporation (the “Company”),

with the Securities and Exchange Commission (the “SEC”) on April 30, 2026, the Company held a special meeting of stockholders

on April 30, 2026 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, among other

matters, a proposal to amend the Company’s Articles of Incorporation, as amended, in substantially the form attached as Annex A

to the definitive proxy statement filed by the Company with the SEC on March 12, 2026, to effect one or more reverse stock splits of

the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of

not less than 1-for-2 and not more than 1-for-500, with the exact ratio to be determined by the Company’s board of directors (the

“Board”) in its discretion.

The

Board approved a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse

Stock Split”), and on November 5, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment

to its Articles of Incorporation, as amended (the “Certificate of Amendment”), to effect the Reverse Stock Split, which became

effective as of 4:15 p.m. Eastern Time on November 6, 2026. The Company’s Common Stock will begin trading on The Nasdaq Capital

Market on a split-adjusted basis at market open on November 9, 2026, under the existing trading symbol “NXTS.”

When

the Reverse Stock Split became effective, every five (5) shares of the Company’s issued and outstanding Common Stock were automatically

converted into one (1) share of Common Stock, without any change in the par value per share. In addition, a proportionate adjustment

was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants

entitling the holders to purchase Common Stock. Any fractional shares that would otherwise have resulted from the Reverse Stock Split

were rounded up to the next whole number.

The

Reverse Stock Split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock, nor will it

change the authorized shares of preferred stock or, except for immaterial changes resulting from the rounding up of fractional shares,

the relative voting power of holders of the outstanding Common Stock. The number of authorized shares will remain unchanged at 495,000,000

shares of Common Stock and 5,000,000 shares of preferred stock, par value $0.0001 per share, none of which is issued and outstanding.

The

Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will

send instructions to stockholders of record regarding the exchange of certificates of Common Stock if the shares were issued in certificated

form. The new CUSIP number for Common Stock following the Reverse Stock Split is 80512Q709.

copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item

8.01

Other

Events.

November 5, 2026, the Company announced that the Board approved a one-for-five (1-for-5) reverse stock split of the Common Stock that

will become effective after the close of trading on November 6, 2026.

copy of the press release announcing this event is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated

by reference herein.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Amendment to the Articles of Incorporation, as amended, of Nexentis Technologies Inc.

99.1

Press release dated November 5, 2026.

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:

November 6, 2026

By:

/s/

David Palach

Name:

David

Palach

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

Section

2B(iv) shall be added after the end of Section 2B(iii) of Article IV of the Articles of Incorporation, as amended, to read as follows:

“Upon

the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”), each five (5) shares of the

Corporation’s common stock, par value $0.0001 per share (the “Old Common Stock”), either issued or outstanding

or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined

(without any further act) into one (1) share of Common Stock, par value $0.0001 per share, of the Corporation (the “New Common

Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation or the par value

which shall remain $0.0001 per share (the “Reverse Stock Split”). No fractional shares of Common Stock will be issued

as a result of the Reverse Stock Split; instead of issuing such fractional shares, any fractional shares resulting from the Reverse Stock

Split shall be rounded up to the next whole number of shares of New Common Stock, and all shares of Common Stock eliminated as a result

of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately prior to the Effective Time, represented shares

of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange,

represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the

fraction, if any, of a share of New Common Stock issued as aforesaid.”

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Nexentis

Announces Reverse Stock Split

Ness

Ziona, Israel, November 5, 2026 (GLOBE NEWSWIRE) — Nexentis Technologies Inc. (NASDAQ: NXTS) (“Nexentis” or the “Company”),

a drug discovery company that also invests in solar energy assets based on the RTB (Ready to Build) business model, announced that its

Board of Directors has approved a one-for-five (1-for-5) reverse stock split of its common stock that is scheduled to become effective

for Nasdaq purposes on November 9, 2026. Beginning on November 9, 2026, the Company’s common stock will trade on the Nasdaq Capital

Market on a split adjusted basis under a new CUSIP number 80512Q709. The Company’s common stock will continue to trade on the Nasdaq

Capital Market under the symbol “NXTS.” As previously disclosed, at the Special Meeting of the Stockholders of Nexentis held

on April 30, 2026, the Company’s stockholders approved a proposal authorizing the Company’s Board of Directors, among other

things, to effect one or more reverse stock splits at a ratio of not less than 1-for-2 and not more than 1-for-500 in order to increase

the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of

Nasdaq and make the common stock more attractive to certain institutional investors, which would provide for a stronger investor base.

Upon

effectiveness of the reverse stock split, every 5 shares of the Company’s outstanding common stock will be converted to one share

of common stock. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable

upon the exercise of all outstanding options and warrants entitling the holders to purchase common stock.

fractional shares will be issued if, as a result of the reverse stock split, a stockholder would otherwise become entitled to a fractional

share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio.

Instead, each such stockholder will automatically be entitled to receive an additional fraction of a share of common stock to round up

to the next whole share. The number of authorized shares of the Company’s common stock will not change, while the number of outstanding

shares will be reduced from approximately 2.9 million to approximately 600 thousand.

Registered

stockholders holding their shares of common stock in book-entry or through a bank, broker or other nominee form do not need to take any

action in connection with the reverse stock split. For those stockholders holding physical stock certificates, the Company’s transfer

agent, Securities Transfer Corporation, will send instructions for exchanging those certificates for new certificates representing the

post-split number of shares. Securities Transfer Corporation can be reached at (469) 633-0101.

Additional

information about the reverse stock split can be found in the Company’s definitive proxy statement filed with the Securities and

Exchange Commission on March 12, 2026, a copy of which is also available at www.sec.gov or at https://nexentistech.com/sec-filings/.

About

Nexentis Technologies Inc.

Nexentis

Technologies Inc. (NASDAQ: NXTS) owns 100% of MitoCareX Bio Ltd., a drug-discovery company. Additionally, Nexentis adopted an

investment strategy focused on European renewable energy assets utilizing a RTB (Ready to Build) business model. The Company is

currently the lead investor in four solar projects across three European Union countries, all introduced by Solterra Renewable Energy

Ltd., a wholly owned subsidiary of Solterra Energy Ltd.

For

additional details, please visit https://nexentistech.com/

Forward-looking

Statements:

This

press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,”

“plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such

words are intended to identify forward-looking statements. Because such statements deal with future events and are based on our current

expectations, they are subject to various risks and uncertainties. Actual results, performance or achievements could differ materially

from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this

press release are subject to other risks and uncertainties, including market conditions as well as those discussed under the heading

“Risk Factors” in Nexentis’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”)

on March 31, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, we undertake no obligation to publicly

release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the

occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained

on such websites is not incorporated by reference into this press release. We are not responsible for the contents of third-party websites.

Investor

Relations Contacts:

Michal

Efraty

michal@efraty.com

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