UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission File No. 001-40403

NEXENTIS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada		26-4684680
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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)

(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2026, the registrant had 730,459 shares of common stock, par value $0.0001 per share, outstanding (as adjusted following the reverse split of the Company’s common stock at a ratio of 1:7 that became effective on April 8, 2026).

Nexentis Technologies Inc.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
Forward-Looking Statements		3

PART I - FINANCIAL INFORMATION		4

Item 1.	Condensed Consolidated Interim Financial Statements (unaudited)	4

	Condensed Consolidated Interim Balance Sheets (unaudited)	6

	Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	7

	Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	8

	Condensed Consolidated Interim Statements of Cash Flows (unaudited)	9

	Notes to Condensed Consolidated Interim Financial Statements	10 - 27

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Control and Procedures	36

PART II - OTHER INFORMATION		37

Item 1	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3	Defaults Upon Senior Securities	37

Item 4	Mine Safety Disclosures	37

Item 5	Other Information	37

Item 6.	Exhibits	38

SIGNATURES		39

FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q (the “Quarterly Report”) including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

●	Our efforts to complete and integrate current and/or future acquisitions and joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth;

●	Regulatory and compliance changes may adversely impact Solterra’s operations and our joint venture value;

●	Joint venture and partnership risks may affect Solterra’s projects and our joint venture value;

●	Our ability to successfully develop and commercialize MitoCareX’s products and obtain required regulatory approvals;

●	Our ability to obtain the additional capital required to fund MitoCareX’s development programs;

●	Operational and business opportunities available to us following the acquisition of MitoCareX;
●	Our relationships with third parties, including those that support MitoCareX’s operations;

●	International expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States or Israel;

●	The evolution of our business strategy may not be successful and we may require additional financing, have increased operational costs or experience other financial harm to our business and financial condition;

●	The effects of geopolitical events, including instability or the escalation of armed conflicts in the Middle East, including the security situation in Israel;

●	Our ability to attract and retain sufficient, qualified personnel;

●	Our ability to obtain or maintain patents or other appropriate protection for the intellectual property;

●	Our ability to adequately support future growth;

●	Potential product liability or intellectual property infringement claims;

●	Portfolio concentration;

●	Our ability to comply with the continued listing requirements of the Nasdaq Capital Market;

●	The market price of our common stock;

●	International expansion of our business and operations; and

●	Information with respect to any other plans and strategies for our business.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

As used in this Quarterly Report and unless otherwise indicated, the terms “Nexentis,” “we,” “us,” “our,” or “our company” refer to Nexentis Technologies Inc., and Save Foods Ltd., our former 98.48% owned subsidiary (“Save Foods”), and MitoCareX Bio Ltd., our wholly owned subsidiary (“MitoCareX”) and our wholly owned subsidiary, NITO Renewable Energy, Inc. (“NITO Renewable”), which owns 70% of SB Storage 1 S.R.L.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

NEXENTIS TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF MARCH 31, 2026

NEXENTIS TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF MARCH 31, 2026

USD IN THOUSANDS

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED):

Condensed Consolidated Interim Balance Sheets (unaudited)	6
Condensed Consolidated Interim Statements of Comprehensive Loss (unaudited)	7
Condensed Consolidated Interim Statements of Stockholders’ Equity (unaudited)	8
Condensed Consolidated Interim Statements of Cash Flows (unaudited)	9
Notes to Condensed Consolidated Interim Financial Statements	10 - 27

NEXENTIS TECHNOLOGIES INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(U.S. dollars in thousands except share and per share data)

	March 31,			December 31,
	2026			2025
Assets
Current Assets
Cash and cash equivalents		4,299			3,832
Restricted cash		37			37
Investment in marketable securities (Note 5 (2), 6)		1,902			239
Accounts receivable		130			134
Short term loan (Note 5(1))		436			396
Prepaid expenses		894			961
Other current assets		525			166
Assets held for sale		-			249
Total Current assets		8,223			6,014

Long term prepaid expenses		121			161
Right-of-use asset arising from operating leases		14			16
Property and equipment, net		89			26
Solar photovoltaic joint venture project (Note 5)		2,779			2,744
Solar projects under development		845			725
Goodwill (Note 4)		-			6,291
Intangible asset (Note 3)		4,328			4,428
Total assets		16,399			20,405
Liabilities and Shareholders’ Equity
Current Liabilities
Short term loan (Note 10 (2))		364			740
Accounts payable		23			6
Other liabilities		1,325			416
Current warrant liabilities		28			78
Liabilities held for sale		-			194
Total current liabilities		1,740			1,434

Non current operating lease liabilities		6			8
Credit facility (Note 9)		103			237
Stock purchase warrants liability (Note 10(1))		41			113
Contingent considerations (Note 3)		929			2,141
Deferred taxes liability		719			742
Total liabilities		3,538			4,675
Stockholders’ Equity (**)
Common stock, $ 0.0001 par value (“Common Stock”): 495,000,000 shares authorized as of March 31, 2026 and December 31, 2025; issued and outstanding 730,459 and 396,386 shares as of March 31, 2026 and December 31, 2025, respectively.(**)		-*			-*
Preferred stock, $ 0.0001 par value (“Preferred Stock”): 5,000,000 shares authorized as of March 31, 2026 and December 31, 2025; issued and outstanding 0 shares as of March 31, 2026 and December 31, 2025. (**)		-			-
Additional paid-in capital (**)		58,144			54,605
Foreign currency translation adjustments (**)		(35	)		(38	)
Accumulated deficit (**)		(45,137	)		(38,557	)
Total Company’s stockholders’ equity (**)		12,972			16,010
Non-controlling interests (**)		(111	)		(280	)
Total stockholders’ equity (**)		12,861			15,730
Total liabilities and stockholders’ equity (**)		16,399			20,405

(*)

Less than $1 thousand.

(**)

Adjusted to reflect one (1) for seven (7) reverse stock split in April 2026 (see note 1B).

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

NEXENTIS TECHNOLOGIES INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(U.S, dollars in thousands except share and per share data)

	2026			2025
	Three months ended
	March 31
	2026			2025

Operating expenses:

Research and development expenses		(275	)		-
General and administrative expenses, exclusive of depreciation and amortization		(1,899	)		(503	)
Change in fair value of contingent consideration		343			-
Goodwill impairment		(6,291	)		-
Depreciation and amortization		(103	)		-
Operating loss		(8,225	)		(503	)
Financing expense, net		(100	)		(716	)
Other income		386			-
Changes in fair value of investments measured under the fair value option (Notes 5, 6, 7)		492			103
Net loss before tax		(7,447	)		(1,116	)
Income taxes		23			-
Net loss from continuing operation		(7,424	)		(1,116	)
Net gain (loss) from discontinued operations (Note 8)		835			(141	)
Net loss		(6,589	)		(1,257	)
Less: Net loss attributable to non-controlling interests		9			64
Net loss attributable to the Company’s stockholders’ equity		(6,580	)		(1,193	)

Loss per share from continuing operations (basic) (*)		(12.10	)		(15.87	)
Profit (loss) per share from discontinued operations (basic) (*)		1.36			(2.13	)
Total loss per share (basic)		(10.74	)		(18.00	)

Weighted average number of shares of Common Stock outstanding - basic (*)		612,715			66,264

Loss per share from continuing operations (diluted) (*)		(12.10	)		(83.12	)
Profit (loss) per share from discontinued operations (diluted) (*)		1.36			(2.13	)
Total loss per share (diluted)		(10.74	)		(85.25	)

Weighted average number of shares of Common Stock outstanding – diluted (*)		612,715			101,975
Comprehensive income (loss):
Net loss		(6,589	)		(1,257	)
Other comprehensive loss - Foreign currency translation adjustments		4			(6	)
Comprehensive income (loss)		(6,585	)		(1,263	)
Other comprehensive income (loss) attributable to non-controlling interests		9			66
Comprehensive loss attributable to the Company’s stockholders		(6,576	)		(1,197	)

(*)

Adjusted to reflect one (1) for seven (7) reverse stock split in April 2026 (see note 1B).

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

NEXENTIS TECHNOLOGIES INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(U.S, dollars in thousands, except share and per share data)

	Number of shares (**)		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total equity

BALANCE AT DECEMBER 31, 2025		396,386		-*		54,605		(38	)		(38,557	)		16,010			(280	)		15,730

Issuance of shares for purchase agreement		198,172		-*		2,511		-			-			2,511			-			2,511
Issuance of shares for services		135,901		-*		938		-			-			938			-			938
Share based compensation		-		-		90		-			-			90			-*			90
Deconsolidation of Save foods Ltd		-		-		-		-			-			-			177			177
Foreign currency translation adjustments		-		-		-		3			-			3			1			4
Comprehensive loss for the period		-		-		-		-			(6,580	)		(6,580	)		(9	)		(6,589	)
BALANCE AT MARCH 31, 2026		730,459		-*		58,144		(35	)		(45,137	)		12,972			(111	)		12,861

	Number of shares (**)		Amount		Additional paid-in capital		Foreign currency translation adjustments			Accumulated deficit			Total Company’s stockholders’ equity			Non-controlling interests			Total equity

BALANCE AT DECEMBER 31, 2024		49,478		-*		39,328		(26	)		(34,553	)		4,749			(176	)		4,573
Balance		49,478		-*		39,328		(26	)		(34,553	)		4,749			(176	)		4,573

Issuance of shares for private investment in public equity (PIPE) agreement		20,515		-^*		1		-			-			1			-			1
Warrant exercises		2,978		-^*		387		-			-			387			-			387
Share based compensation		-		-		-*		-			-			-*			-*			-*
Foreign currency translation adjustments		-		-		-		(4	)		-			(4	)		(2	)		(6	)
Comprehensive loss for the period		-		-		-		-			(1,193	)		(1,193	)		(64	)		(1,257	)
BALANCE AT MARCH 31, 2025		72,971		-*		39,716		(30	)		(35,746	)		3,940			(242	)		3,698
Balance		72,971		-*		39,716		(30	)		(35,746	)		3,940			(242	)		3,698

(*)

Less than $1 thousand.

(**)

Adjusted to reflect one (1) for seven (7) reverse stock split in April 2026 (see note 1B).

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

NEXENTIS TECHNOLOGIES INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(U.S, dollars in thousands except share and per share data)

	2026			2025
	Three months ended
	March 31
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(6,589	)		(1,257	)
Adjustments required to reconcile net loss for the year to net cash used in operating activities:
Depreciation and amortization		82			3
Issuance of shares to employees and service providers		894			-
Share based compensation to employees and directors		90			-*
Gain from standby equity purchase agreement II		(386	)		-
Expenses from standby equity purchase agreement II		-			24
Interest in respect of loans		324			6
Gain from deconsolidation of subsidiary		(880	)		-
Goodwill impairment		6,291
Change in fair value of warrant liability		(50	)		103
Change in fair value of credit facility liability		(134	)		(94	)
Change in fair value of PIPE’s warrant liability		(72	)		624
Change in fair value of investment in nonconsolidated affiliate		-			(179	)
Change in fair value of convertible loan		(40	)		4
Change in fair value of solar project		18			(82	)
Change in fair value of marketable securities		(472	)		77
Change in fair value of contingent considerations		(343	)		-
Increase in accounts receivable, net		-			(52	)
Decrease in inventory		(3	)		6
Decrease (increase) in prepaid expenses and other current assets		(46	)		23
Decrease in accounts payable		(12	)		(8	)
Decrease in other liabilities		(91	)		(7	)
Decrease in operating lease expense		4			2
Change in operating lease liability		(4	)		(2	)
Net cash used in operating activities		(1,419	)		(809	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in solar projects under development		(116	)		(564	)
Purchase of property		(71	)		-
Decrease in cash as a result of loss of control		(210	)		-
Short term loan granted		-			(250	)
Solar photovoltaic joint venture project		(53	)		(362	)
Net cash used in investing activities		(450	)		(1,176	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facility		-			1,105
Repayment of credit facility		-			(248	)
Proceeds from PIPE Agreement		-			1,500
Proceeds from exercise of warrants from PIPE Agreement		-			175
Repayments of promissory note		(700	)		-
Proceeds from standby equity purchase agreement, net		2,896			-
Net cash provided by financing activities		2,196			2,532

Effect of exchange rate changes on cash and cash equivalents		(4	)		(9	)

INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		323			538

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR		4,013			2,209

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR		4,336			2,747
Cash paid during the year for:
Interest		-			77
Non cash transactions:
Initial recognition of operating lease liability and a corresponding right-of- use asset		-			24
Reclassification of warrant liabilities to equity upon exercise of warrants		-			212
Issuance of shares for future services		43			-
Investment in marketable securities in exchange for shares of a subsidiary		1,192			-

(*)

Less than $1 thousand.

The accompanying notes are an integral part of the condensed consolidated interim financial statements

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL

Operations

Nexentis Technologies Inc. (formerly N2OFF, Inc.) (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware.

On November 6, 2023, the Company (which at that time was known as Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexentis Technologies Inc. (which at that time was known as N2OFF, Inc.), a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). The Reincorporation Merger was approved by the Company’s stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued the Company’s business as the surviving corporation. On January 26, 2026, the Company’s board of directors approved the Company’s name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026.

On April 27, 2009, the Company acquired from its stockholders 98.48% of the issued and outstanding shares of Save Foods Ltd., including preferred and ordinary shares. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce.

On January 13, 2026, the Company, entered into a securities exchange agreement with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”). On March 15, 2026, the Company closed the transaction for the sale of 100% of the Company’s equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital. see Note 7 below.

On February 10, 2025, the Company’s wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of Nevada.

On February 24, 2025, the Company entered into a shareholders agreement with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company will purchase 70% of SBI4 shares (on a fully diluted basis) from SB.

On October 20, 2025, the Company completed the acquisition of 100% of the share capital of MitoCareX Bio Ltd. an Israeli private company (“MitoCareX”).

The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NXTS”.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

Reverse stock split

On April 8, 2026, the Company effected a 1-for-7 reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every seven shares of the Company’s outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Company’s Common Stock. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged.

All shares, stock option, warrants and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis.

Going concern uncertainty

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $45 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors.

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of March 31, 2026, management currently is of the opinion that its existing cash will be sufficient to fund operations through the first quarter of 2027. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

Management plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. Additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

Israel –war

In October 2023, a large-scale terrorist attack in southern Israel led to the outbreak of armed conflict between Israel and Hamas. The conflict subsequently expanded to additional regional fronts and contributed to a period of heightened geopolitical and security instability in the region.

During 2024 and 2025, hostilities included military operations in Lebanon and direct confrontations involving Iran. These developments increased regional uncertainty and, at times, resulted in temporary disruptions to the Company’s operations in Israel, including limited interruptions to routine business activities.

In September 2025, a ceasefire agreement was reached between Israel and Hamas, and all remaining living Israeli hostages were released and returned to Israel. While the ceasefire has generally held as of the date of these financial statements, the security situation remains sensitive, and the potential for renewed hostilities or broader regional escalation cannot be ruled out. More recently, in February 2026, hostilities between Israel and Iran escalated again. Israel, together with the United States, launched a major joint military campaign of air and missile strikes against targets in Iran, which triggered a broad Iranian response and contributed to significant regional instability. In addition, In March 2026, tensions escalated once again in the Lebanese border as Hezbollah launched an attack on Israel, firing rockets across the border.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

In April 2026, a ceasefire agreement was reached; however, the ceasefire remains fragile and the overall security situation in Israel and the region continues to be uncertain.

In response, Israel carried out targeted airstrikes against Hezbollah positions in Lebanon, raising concerns among the international community about the potential for a wider conflict. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. Accordingly, the extent of the continued impact on the Company’s operations and financial results, if any, cannot be reasonably estimated at this time.

As a significant portion of the Company’s activities, including research and development activities conducted through MitoCareX, are located in Israel, and members of the Company’s management and certain employees and consultants are located in Israel, the Company’s operations may be affected by economic, political, geopolitical and military conditions affecting Israel. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect Company’s business, financial condition, and results of operations.

The Company is unable to predict the duration or severity of the current conflict or any potential escalation. To date, the conflict has resulted primarily in certain delays in the Company’s research and development activities, including activities conducted by MitoCareX. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of presentation

The condensed interim consolidated financial statements included in this Quarterly Report are unaudited. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for a fair statement of the Company’s financial position as of March 31, 2026, and its results of operations changes in stockholders’ equity, and cash flows for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 31, 2026. The Company’s significant accounting policies are disclosed in the audited financial statements for the year ended December 31, 2025 included in such Form 10-K. Since the date of such financial statements, there have been no changes to the Company’s significant accounting policies.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Use of Estimates

The preparation of unaudited condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and expenses, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to impairment assessment of intangible assets and goodwill and calculation of fair value of the financial instruments. A change in estimates, including a change in the overall market value of the Company, could require reassessments of the items noted above.

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. During the three months ended March 31, 2026, the Company deconsolidated Save Foods Ltd. as of the date control was lost.

Discontinued operations

A component of an entity is identified as operations and cash flows that can be clearly distinguished, operationally and financially, from the rest of the entity. Under ASC 205-20, “Presentation of Financial Statements - Discontinued Operations” (“ASC 205-20”), a discontinued operation is a component of an entity that either has been disposed of, or is classified as held for sale and represents a strategic shift that has or will have a major effect on the entity’s operations and financial results, or a newly acquired business or nonprofit activity that upon acquisition is classified as held for sale. Discontinued operations are presented separately from continuing operations in the consolidated statements of Operations.

Investment in equity securities

Investments in equity securities with readily determinable fair values, for which the Company does not have the ability to exercise significant influence over the investee, are accounted for in accordance with ASC 321, Investments—Equity Securities, and are measured at fair value. Changes in fair value are recognized in the unaudited condensed consolidated statements of operations. Fair value is generally determined based on quoted market prices when available.

Goodwill and intangible asset

Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in business combinations accounted for in accordance with the “purchase method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions of ASC Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present.

Intangible assets with finite lives are amortized using the straight-line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up.

The evaluation of goodwill impairment and the determination of the useful lives and amortization of intangible assets involves significant judgments and estimates, including assumptions related to future cash flows, discount rates and market conditions. The determination of the fair value of reporting units is inherently subjective, as it requires the use of valuation models and unobservable inputs. Accordingly, this assessment is considered a critical accounting estimate, and actual results may differ materially from those estimates.

As of March 31, 2026, a non-cash goodwill impairment loss of $6.3 million, was recognized for the MitoCareX reporting unit, for further detail see Note 4.

Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Assets are categorized and evaluated for impairment at the lowest level of identifiable cash flows. In the event that the sum of the expected future undiscounted cash flows expected to be generated by the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized and the assets would be written down to their estimated fair values. The Company did not record any impairment of long-lived assets for any of the periods presented.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value

Fair value of certain of the Company’s financial instruments including cash, accounts payable, accrued expenses, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements” which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

Fair value, as defined by ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise.

Valuation techniques are generally classified into three categories: (i) the market approach; (ii) the income approach; and (iii) the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), (ii) segregating those gains or losses included in earnings, and (iii) a description of where those gains or losses included in earning are reported in the statement of operations.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)

Fair value (continued)

The Company’s financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:

	Level 1		Level 2		Level 3		Total
	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
	US$

Assets:
Investment in Plantify		-		-		-		-
Investment in Solterra		247		-		-		247
Investment in Voice Assist		1,655		-		-		1,655
Solar photovoltaic joint venture project		-		-		2,779		2,779
Convertible loan to Solterra		-		-		436		436
Total assets		1,902		-		3,215		5,117

	Level 1		Level 2		Level 3		Total
	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
	US$

Assets:
Investment in Plantify		-		-		-		-
Investment in Solterra		239		-		-		239
Solar photovoltaic joint venture project		-		-		2,744		2,744
Convertible loan to Solterra		-		-		396		396
Total assets		239		-		3,140		3,379

The following table presents the changes in fair value of the level 3 assets for the period from December 31, 2025 through March 31, 2026:

	Solar photovoltaic joint venture project			Convertible loan to Solterra		Total
Assets:
Outstanding at December 31, 2025		2,744			396		3,140
Additions during the period		53			-		53
Changes in fair value		(18	)		40		22
Outstanding at March 31, 2026		2,779			436		3,215

SEC Form 10-Q filed by Nexentis Technologies Inc.