Filed 2026-03-31 · Period ending 2025-12-31 · 77,360 words · SEC EDGAR
← NXTS Profile · NXTS JSON API
# Nexentis Technologies Inc. (NXTS) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-014183 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1789192/000149315226014183/) **Origin leaf:** d54f6f18093e230bc6921eca2860dc5c83e1c454e680e20834e416c71cfcf807 **Words:** 77,360 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended **December 31, 2025** or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number **001-40403** **NEXENTIS TECHNOLOGIES, INC.** (Exact name of registrant as specified in its charter) | Nevada | | 26-4684680 | | | State or other jurisdiction of incorporation or organization | | (I.R.S. Employer Identification No.) | | **Pinhas Sapir St. 3, Kiryat HaMada, Ness Ziona 7403626, Israel** (Address of principal executive offices) **(347) 468 9583** Registrants telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock, par value $0.0001 per share | | NXTS | | The Nasdaq Capital Market LLC | | Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025, based on the price at which the common equity was last sold on the Nasdaq Capital Market on such date, was $6,387,364. As of March 31, 2026, there were 5,111,362 shares of the registrants common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. | | | **TABLE OF CONTENTS** | FORWARD-LOOKING STATEMENTS | 3 | | | | | | | | PART I | | | | | | | | | | ITEM 1. | BUSINESS | 3 | | | ITEM 1A. | RISK FACTORS | 28 | | | ITEM 1B. | UNRESOLVED STAFF COMMENTS | 46 | | | ITEM 1C. | CYBERSECURITY | 46 | | | ITEM 2. | PROPERTIES | 46 | | | ITEM 3. | LEGAL PROCEEDINGS | 46 | | | ITEM 4. | MINE SAFETY DISCLOSURES. | 46 | | | | | | | | PART II | | | | | | | | | | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 47 | | | ITEM 6. | [RESERVED] | 49 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 50 | | | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 57 | | | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 57 | | | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 57 | | | ITEM 9A. | CONTROLS AND PROCEDURES | 57 | | | ITEM 9B. | OTHER INFORMATION | 58 | | | Item 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 58 | | | | | | | | PART III | | | | | | | | | | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 59 | | | ITEM 11. | EXECUTIVE COMPENSATION | 64 | | | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 65 | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 67 | | | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 69 | | | | | | | | PART IV | | | | | | | | | | ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 70 | | | ITEM 16. | FORM 10-K SUMMARY | 73 | | | | | | | | SIGNATURES | 74 | | | 2 | | **Forward-Looking Statements** This Annual Report on Form 10-K (the Annual Report) includes a number of forward-looking statements that reflect managements current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of our company and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. 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 Annual Report and in our other reports filed with the Securities and Exchange Commission. 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 Annual 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, which owns 70% of SB Storage 1 S.R.L. Unless otherwise specified, all dollar amounts are expressed in United States dollars. On September 22, 2025, we effected a reverse share split of our issued and outstanding ordinary shares at a ratio of 1-for- 35. All references in this annual report to our share capital, including the number of ordinary shares outstanding and per-share data for periods prior to the effective date of the reverse split have been retroactively adjusted to give effect to the reverse split. **Part I** **Item 1. Business** **Company Overview** We were incorporated in the State of Delaware on April 1, 2009 under the name Pimi Agro Cleantech, Inc. On April 11, 2016, we changed our name from Pimi Agro Cleantech, Inc. to Save Foods, Inc., on March 19, 2024 we changed our name to N2OFF, Inc., and on February 26, 2026, we changed our name to Nexentis Technologies Inc. Effective November 10, 2023, we merged with and into our wholly-owned Nevada subsidiary for the purpose of reincorporating in the State of Nevada. Our former subsidiary, Save Foods, was incorporated on January 14, 2004, under the name Pimi Marion Holdings Ltd., to exploit the knowledge, intellectual property and business assets of Nir Ecology Ltd., a company founded in September 1989, focused on developing sanitizing solutions for the water and food industry. During the initial years of its activity and until 2009, Pimi Marion Holdings Ltd. focused on the development of new products and applications within the potato-growing industry. On October 5, 2008, Pimi Marion Holdings Ltd. changed its name to Pimi Agro Cleantech Ltd. On May 2, 2019, Pimi Agro Cleantech Ltd. changed its name to Save Foods Ltd. On January 13, 2026, we entered into a Securities Exchange Agreement (the SF Agreement) with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (Voice Assist), and, for certain limited purposes set forth therein, Save Foods. On January 13, 2026, we also entered into a Services Agreement with Voice Assist (the Services Agreement), pursuant to which we will provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time for consideration consisting of deferred cash from future Voice Assist financings (subject to a $1,000,000 cap), royalty consideration on New Future Projects (as defined in the Services Agreement) over specified periods, and a share of any Ecolab Gross Proceeds (as defined in the Services Agreement) related to the Ecolab Claim, and the Services Agreement includes successor obligations with respect to royalty consideration and a term through calendar year 2026 with the Companys extension rights until consideration is fully received. On March 15, 2026, we closed the SF Agreement (the Closing). At the Closing, we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods, free and clear of any encumbrances. On February 25, 2025 we entered into a Securities Purchase and Exchange Agreement (the MitoCareX Agreement), as amended on May 18, 2025 and July 23, 2025, with MitoCareX, SciSparc Ltd., a public company incorporated under the laws of the State of Israel (SciSparc), Dr. Alon Silberman (Alon) and Prof. Ciro Leonardo Pierri (Ciro, together with SciSparc and Alon, the Sellers), which Agreement contemplated the Companys acquisition from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the Ordinary Shares), thereby resulting in MitoCareX becoming our wholly-owned subsidiary(the Acquisition).On September 25, 2025, our stockholders convened a special meeting and approved, among other proposals, the Acquisition, including the issuance of such number of our common stock as consideration for the exchange of the Ordinary Shares, thereby satisfying a closing condition in the Agreement. On October 20, 2025, upon the satisfaction of the remaining closing conditions in the Agreement, the Acquisition closed. At the closing, each of the Sellers transferred their Ordinary Shares to us, thereby resulting in us holding 100% of the fully-diluted share capital of MitoCareX. We are focused on sustainable operations in various industries such as solar projects, and oncology biotechnology. Our activities are advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes. | 3 | | We operate through our wholly-owned Israeli subsidiary and one joint venture: | | MitoCareX Bio Ltd. MitoCareX is a drug discovery company dedicated to the development of therapeutics related to cancer and inflammatory metabolic diseases by targeting the mitochondrial carrier family (SLC25A protein family) with a specific focus on one undisclosed SLC25A protein of interest. The companys core technology and know-how relate to structural biology combined with computational chemistry a knowledge that can be utilized for potentially each of the 53 protein members belonging to the SLC25A family (i.e., a platform-based drug discovery company). MitoCareXs current focus is on Non-Small Cell Lung Cancer (NSCLC) and pancreatic cancer while in parallel assessing the efficacy of its developed compounds on inflammatory metabolic diseases. MitoCareXs mission is to be the foremost biopharma company that develops and delivers transformative metabolic-based therapies that improve and extend the lives of patients. | | | | | | | | Solterra Renewable Energy Ltd. Solterra Renewable Energy Ltd., an Israeli corporation (Solterra), operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (PV) projects. Solterra is a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (Solterra Energy). Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries in the future. Solterras business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. On February 24, 2025, we 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 we purchased70% of SBI4 shares. We intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects. | | Additionally, we currently own approximately 8.3% of Plantify Foods Inc. (Plantify), a Canadian-based public company listed on the TSX Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Peas of Bean Ltd. (Peas of Bean), which was involved in the production and distribution of clean label food. Peas of Beans factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the ongoing war in Israel, and as a result Peas of Bean is in the process of voluntary insolvency proceedings. Currently, Plantify has no business activity and minimal liquidity. Previously, we operated through our former majority-owned Israeli subsidiary: **Save Foods Ltd. ** Save Foods develops and markets eco-friendly green solutions for the food industry. Our solutions aim to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing spoilage, and in turn, reducing food loss. We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen contamination, significantly reduce the use of hazardous chemicals and prolong fresh produces shelf life. The solutions are based on our proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides at low concentrations. Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides. Our green solutions are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is that our ingredients do not leave any toxicological residues on the fresh produce we treat. By forming a temporary protective shield around the fresh produce we treat, our solutions make it difficult for pathogens to develop and potentially provide protection which also reduces cross-contamination. On January 13, 2026, we entered into the SF Agreement with Voice Assist, and, for certain limited purposes set forth therein, Save Foods. On March 15, 2026, we closed the transactions contemplated by the SF Agreement. At the Closing, we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding ordinary share capital of Save Foods. **MitoCareX Bio Ltd.** **Industry Overview and Market Opportunity** *Background* MitoCareX is a drug discovery company dedicated to the development of therapeutics related to cancer and inflammatory metabolic diseases by targeting the mitochondrial carrier family (SLC25A protein family) with a specific focus on one undisclosed SLC25A protein of interest. The companys core technology and know-how relate to structural biology combined with computational chemistry a knowledge that can be utilized for potentially each of the 53 protein members belonging to the SLC25A family (i.e., a platform-based drug discovery company). MitoCareXs current focus is on Non-Small Cell Lung Cancer (NSCLC), pancreatic cancer as well as inflammatory metabolic diseases including diseases related to the metabolic syndrome. MitoCareXs mission is to be the foremost biopharma company that develops and delivers transformative metabolic-based therapies that improve and extend the lives of patients. | 4 | | Mitochondria are key metabolic hubs regulating many processes in health and disease (PMID 32455902). As the biggest subgroup of the Solute Ligand Carrier (SLC) superfamily in humans, the SLC25A proteins mediate the transport of a wide array of substrates including nucleotides, amino acids, carboxylic acids, and inorganic ions across the inner mitochondrial membrane, directly supporting oxidative phosphorylation, lipid metabolism, and apoptosis regulation. Comprising of 53 protein members, these carriers are critical for cellular energy metabolism, redox balance, and biosynthetic processes. Dysregulation or mutation in SLC25A genes is increasingly recognized as a key contributor to metabolic disorders, neurodegeneration, and cancer. Despite their great importance, SLCs have been difficult to access for drug discovery purposes due to a limited number of research tools, assays, and probes. To meet this challenge, the Innovative Medicines Initiative consortium, ReSOLUTE, was launched in 2018 by several big pharma companies, among others, to develop tools and de-orphanize some of the SLC transporters which are understudied with more than ~ 30% being orphan (PMID 32265506). The latter reflects the urge as well as the enormous potential in finding novel drug targets among the SLCs for exploiting the discovery of new necessary therapeutics for clinically hard to treat diseases. Despite being directly linked with a variety of indications including cancer and inflammation, there are still no FDA approved drugs targeting directly a member protein belonging to the SLC25A family. One way to progress drug discovery related to the mitochondria SLC25A proteins would be to generate reliable computerized 3D molecular models of the SLC25A protein of interest and virtually screen a very high number of molecules against it, as a first step. However, a major limitation for generating 3D molecular models of the SLC25A protein family is the very limited amount of solved 3D protein structures that are crucial to use for proper and reliable modelling. In addition, the SLC25A proteins have different functional conformations that are challenging to be reliably predicted with current Artificial Intelligence (AI)-based systems, without ad-hoc guidance. These limitations have pushed MitoCareX to develop MITOLINE a novel proprietary algorithm which outputs can be used for the generation of reliable 3D models for potentially all the 53 human mitochondrial proteins. Mitochondrial carriers are directly linked to diverse types of malignancies (PMID 32783608) including lung cancer the 2nd worldwide cancer in the world. Notwithstanding the emerging treatment strategies of recent years, lung cancer remains the leading cause of cancer death worldwide, with an estimated 1.8 million deaths every year. Two obstacles interfere with curative therapy of lung cancer: poor diagnosis at the early stages, and emerging drug resistance after treatment (PMID 37240224). To address the latter, a combinational therapy is needed for improved survival outcomes after chemotherapy and Epidermal Growth Factor Receptor Tyrosine Kinase (EGFR) therapy in lung cancer. Non-Small Cell Lung Cancer (NSCLC), the most common form of lung cancer, is the leading cause of cancer-related mortality accounting for 80-85% of the lung cancer cases with a 5-year survival rate of less than 25%. (PMID 37240224). NSCLC is any type of epithelial lung cancer other than small cell lung cancer (SCLC). The most common types of NSCLC are squamous cell carcinoma, large cell carcinoma, and adenocarcinoma, but there are several other types that occur less frequently, and all types can occur in unusual histological variants. Although NSCLCs are associated with cigarette smoke, adenocarcinomas may be found in patients who never smoked. The treatment landscape for NSCLC is changing quickly, as therapies initially approved for later lines are increasingly being granted approval for use in the first-line setting. While this shift enhances initial patient outcomes, it also reduces the number of effective options available once the disease progresses, highlighting a pressing need for new treatments in subsequent lines of therapy. | 5 | | The MitoCareX target protein is associated with worse overall survival in lung Adenocarcinoma including in lung Adenocarcinoma with mutated EGFR. Therefore for targeting NSCLC, MitoCareX aims to demonstrate that the inhibition of this protein with its drug candidate could overcome drug resistance of EGFR therapies and possibly of chemotherapy by sensitizing lung adenocarcinoma cells to therapies. Furthermore, to the knowledge of MitoCareX - current published inhibitors targeting MitoCareX target protein fail to demonstrate necessary drug like properties and hence could not be progressed towards clinical trials. Based on the above, MitoCareX decided to direct its efforts towards finding promising chemical scaffolds that can efficiently target its protein of interest and influence the disease progression of NSCLC patients. **The Global Market** | | 1. | Mitochondria-related therapies Mitochondria-based small molecule therapies aim to restore, enhance, or modulate mitochondrial functions to treat diseases where mitochondrial dysfunction plays a central role. The global market for mitochondria-based therapies is poised for significant growth due to the rising prevalence of mitochondrial and metabolic disease, emergence of biomarkers and non-invasive diagnostic tools, as well as advanced computational tools. This target was valued at approximately USD400.5 million in 2023, projected to reach USD779.4 million by 2032, with a CAGR of ~7.7% (www.growthplusreports.com). | | | | | | | | | 2. | 3D Protein Structure Analysis the primary goal of 3D protein structure analysis is to determine the spatial configuration of proteins at atomic or near-atomic resolution. This structural insight may be critical for: deciphering biological functions and mechanism of diseases, designing targeted drugs and therapies, and developing precision medicine applications. 3D structural data enables structure-based drug design (SBDD), improving the efficiency of pharmaceutical R&D by identifying binding pockets, predicting proteinligand interactions, and guiding lead optimization. In addition, there is a growing demand for accurate structural models for applications such as antibody design and enzyme engineering. The market is experiencing strong growth due to expanding drug discovery pipelines, integration of AI-based protein prediction tools, and advances in imaging and computational technologies. Protein structure analysis market: USD1.26billion in 2023, expected to grow to USD2.5billion by 2030 with a CAGR of ~10% (ww.verifiedmarketreports.com). | | | | | | | | | 3. | Lung cancer The rising incidence of lung cancer worldwide is a key factor driving the market. According to the Lung Cancer Research Foundation, an estimated 238,340 individuals in the U.S. were diagnosed with lung cancer in 2023. Over a lifetime, 1 in 16 people develop the disease, affecting 1 in 16 men and 1 in 17 women. Increasing smoking rates in certain regions, along with environmental factors such as air pollution and occupational hazards, have contributed to this trend. MitoCareX target gene is associated with worse overall survival in lung adenocarcinoma, which is a subtype of NSCLC and develops from the epithelial cells in the lungs. Lung adenocarcinoma treatments include chemotherapy, targeted small molecules, and immunotherapy. According to market research by Grand View Research (www.grandviewresearch.com), the global lung adenocarcinoma treatment market size was estimated at USD 6.08 billion in 2024 and is projected to grow at a CAGR of 10.7% from 2025 to 2030. The market is driven by several factors, such as the rising number of lung cancer cases, advancements in targeted therapies and immunotherapies, increased awareness and screening efforts, and more investment in research and development. Furthermore, the treatment landscape for NSCLC is undergoing a remarkable transformation, driven by the success of therapies initially approved for later line use that are now earning label expansions into the first line setting. This shift is most notably seen among those with EGFR or ALK mutations, as well as patients without actionable driver mutations through the use of immune checkpoint inhibitors (ICIs).However, this front-line success brings new challenges: as more patients benefit from targeted treatments earlier in their disease course, the options available upon progression become increasingly limited, particularly in the second-line setting. This unmet need is especially pronounced in patient subgroups where sequential use of drugs within the same class (such as EGFR inhibitors or chemotherapy), may not be successful. Rewardingly, this dynamic presents a compelling opportunity for innovative therapies that can address the growing demand for effective later-line treatments and reshape the ongoing efforts in NSCLC. | | | 6 | | | | 4. | Pancreatic Cancer Pancreatic cancer is a relatively infrequent but highly lethal malignancy, with an estimated 511,000 new cases worldwide in 2022 and projections of roughly 565,000 new diagnoses globally in 2025 as incidence continues to rise with population aging. It represents about 4-5% of all cancer cases and a similar proportion of cancer deaths, reflecting its persistently poor prognosis. Standard management is stage-dependent and typically includes surgical resection when feasible, combined with systemic chemotherapy and, in selected settings, radiation therapy. For advanced or metastatic pancreatic ductal adenocarcinoma, first-line systemic standards of care remain FOLFIRINOX and gemcitabine plus nab-paclitaxel, which demonstrated survival benefits over gemcitabine monotherapy and continue as chemotherapy backbones. Targeted and immune therapies are increasingly used in biomarker-defined subsets (for example, MSI-H/dMMR, BRCA1/2 and other DNA damage repair alterations) and are a major focus of late-stage clinical development. | | | | | | | | | | The global pancreatic cancer treatment market is currently estimated at around USD 3.8 billion in 2025 and is forecast to grow to approximately USD 14.4 billion by 2034, implying a compound annual growth rate (CAGR) of about 16% over 2026-2034 (Fortune Business Insights, Pancreatic Cancer Treatment Market Size, Share & Growth, 20242034). Other analyses of therapeutics and diagnostics combined report high single- to mid-teens growth (CAGR ~712%) through 2030-2031, underscoring strong expansion from a relatively small base. Key growth drivers include increasing incidence in aging populations, broader use of combination chemotherapy, and the anticipated uptake of novel targeted and immuno-oncology agents, while the overall prognosis remains poor and underscores substantial unmet medical need. | | | | | | | | | 5. | Inflammatory diseases - Inflammatory and inflammatory metabolic diseases represent one of the fastest-growing therapeutic areas in global pharma, with the global anti-inflammatory drugs market projected to increase from about USD 122-124 billion in 2024 to roughly USD 275 billion by 2034, corresponding to an estimated compound annual growth rate (CAGR) of approximately 8-8.5% (Towards Healthcare, Anti-Inflammatory Drugs Market to Attain $274.79 Bn by 2034). Within this landscape, small-molecule immunomodulators are a major growth segment: one recent forecast estimates the small-molecule immunomodulators market at about USD 187.7 billion in 2025, projected to exceed USD 350 billion by 2035, implying a CAGR of just over 6.5% from 2026 to 2035 and highlighting strong and sustained demand for oral, targeted immunomodulatory therapies (Small Molecule Immunomodulators Market Global Size, Growth Analysis & Forecast 20252035). | | | | | | | | | | Metabolic disorder therapeutics, which include key inflammatory metabolic conditions such as diabetes, obesity, and related syndromes, are likewise expanding. The global metabolic disorder therapeutics market was estimated at approximately USD 77.2 billion in 2024 and is expected to reach about USD 120.7 billion by 2030, reflecting a CAGR of around 7.8% between 2025 and 2030. | | **Platform and Pipeline** Since 2022, MitoCareX has been developing and improving diverse types of platforms to serve its drug discovery needs: | | 1. | MITOLINE a major challenge for SLC25A related drug discovery is the very limited amount of solved 3D protein structures (e.g., by x-ray crystallography) that can often ignite computer aided drug discovery campaigns. While homology modeling remains a useful approach for understanding the structure and function of SLC25A mitochondrial carriers, it is limited by template availability, conformational diversity, and membrane protein complexity. Indeed, SLC25A proteins undergo two major conformational changes during substrate translocation: the cytosolic (c-) conformation, which opens toward the cytosol, and the matrix (m-) conformation, which opens toward the mitochondrial matrix. However, of the 53 human SLC25A family members, high-resolution structures are available in the c-conformation for only two carriers-ADP/ATP carrier and Uncoupling Protein 1-and in the m-conformation for only one: the ADP/ATP carrier. These multiple conformations make the modelling of mitochondrial carriers more complex even for AI based tools. To address this challenge, MitoCareX has developed MITOLINE an algorithm used by the company to perform accurate multiple sequence/ structure pairwise alignments which could then be used for generating reliable 3D comparative models of potentially all 53 mitochondrial carrier proteins. MITOLINE based 3D comparative models of mitochondrial carriers can be used for the study of ligand binding, substrate translocation mechanism, and for the characterization of yet uncharacterized mitochondrial carriers. Importantly, MITOLINE relies on specific sequence/structure pairwise alignment based on specific anchor points used for building the pairwise alignment. These anchor points consist of residues highly conserved in all the members of the family, despite the great variety of translocated substrates and the low percentage of identical residues observed among different subfamily members (i.e., nucleotide and dinucleotide transporters, amino acid transporters, and organic acid transporters). | | | 7 | | * Left panel: Illustration of proper modelling of specific amino acid sequences of a mitochondrial carrier as generated following utilizing the MITOLINE algorithm (top left) as compared to alternative modelling generated by an AI based tool (bottom left). Pink amino acids taken from a crystallized structure used as a template to lead 3D comparative modeling; yellow amino acids 3D comparative model generated by an AI-based tool; black amino acids 3D comparative model predicted by using the pairwise alignment built by MITOLINETM. Right panel: A complete 3D protein model of a mitochondrial carrier generated based on the specific sequence/structure pairwise alignment obtained by MITOLINE. | | 2. | Advanced Computational Platform MitoCareX has built an advanced cloud-based computational chemistry platform with specific architecture that allows it to: | | | | A. | Utilize MITOLINE as a first step towards generating reliable 3D models for its protein of interests belonging to the SLC25A family. | | | | B. | Utilize massive compute power (CPUs/GPUs) for performing virtual screening experiments (e.g., docking experiments) and related calculations using millions of small molecules. The aim of such experiments, for example, is to recognize hit molecules that virtually interact with a protein of interest. | | | | C. | Utilize algorithms and dedicated softwares for analyzing data. | | | | D. | Implement Machine Learning (ML) based models for further improving its virtual screening results. | | | | E. | Re-dock known inhibitors in template structures used for building 3D comparative models. | | Illustration of MitoCareXs virtual screening workflow process by utilizing its computational platform. The 3D model of its protein of interest was generated following the specific sequence/structure pairwise alignments based on the proprietary algorithm MITOLINE. The drawn molecules are only for illustration purposes | 8 | | | | 3. | Novel In-Vitro Screening Platforms To biologically validate its results, MitoCareX has developed or optimized a few advanced in vitro screening platforms: 1. A novel cell based assay that detects the changes in the intracellular status of a main signaling protein, downstream to MitoCareXs protein of interest. Utilizing this assay, it is possible to differentiate between active vs. inactive molecules. 2. Real time mitochondrial assay that is monitoring the activity of physiologically active mitochondria in the presence of drug candidates. These two complementary in-vitro systems allow MitoCareX to rapidly detect and validate potential true hit molecule candidates while excluding false positive results. Out of the top eighty (80) molecules that were virtually predicted by MitoCareX to bind its protein of interest and further screened in vitro a few molecules were validated to be biologically active. 3. Cell free assay using proteoliposomes combined with in-house developed Biolayer Interferometry (BLI) method. Using this method allows MitoCareX to measure important binding parameters which are crucial for the prioritization of its screened small molecules during the validation and development stages. 4. Acceptable toxicity and Drug Metabolism and Pharmacokinetics (DMPK) methodologies. | | MitoCareXs in-vitro workflow for validating and advancing compounds | | 4. | Advanced 3D NSCLC tumor spheroid systems To test the efficacy of MitoCareXs developed compounds, MitoCareX has been generating 3D spheroid systems for diverse types of NSCLC and pancreatic cells lines with different genetic backgrounds. Utilizing 3D spheroid systems better mimic the 3D tumor structure and microenvironment. Furthermore, working with 3D samples is highly important in cancer metabolism since it was shown in numerous amounts of studies that the 2D culture system doesnt represent the metabolic activity and gene expression patterns as compared to tumor cells (PMID 28615311). | | An example of a 3D spheroid system generated by MitoCareX using 4X magnification. The spheroids are derived from the NSCLC cancer cell line H358 | 9 | | MitoCareXs product is an anti-cancer small molecule therapeutics (ACSMT) that inhibits a mitochondrial SLC25A protein that was found to be significantly involved in diverse types of cancers including NSCLC and pancreatic cancer. The company aims to develop a New Chemical Entity (NCE), based on its hit compound 1 that was identified as an active compound by the company in a non-biased computational manner and confirmed to have anti-cancerous activity, in-vitro. Regarding treating NSCLC patients MitoCareX expects that its final lead product will be clinically tested initially for previously treated advanced NSCLC patients, which is the most meaningful underserved segment in this type of cancer. Its efforts are focused on demonstrating in-vitro efficacy in a few areas: | | | Overcoming drug resistance of EGFR inhibitors by sensitizing lung adenocarcinoma cells to EGFR therapies. | | | | | | | | | | Overcoming drug resistance of chemotherapy by sensitizing lung adenocarcinoma cells to platinum-based chemotherapies. | | In addition to hit compound 1 based derivatives that MitoCareX is developing and progressing, the company is routinely performing new virtual & in- vitro screenings to recognize additional chemical scaffolds as potential anti-cancer therapeutics, targeting the same protein of interest. Finding alternative active chemical scaffolds may serve as a backup series to the hit compound 1-based series. **Strategy** **Internal Pipeline Development** - MitoCareX mission is to develop efficacious metabolic-based therapies targeted at mitochondrial transport proteins belonging to the SLC25A family. To accomplish this mission, MitoCareX leverages its unique expertise in computational chemistry, and structural biology, for developing and progressing its most promising drug candidates for treating inflammatory metabolic diseases as well as resistant cancers with a current focus on NSCLC and pancreatic cancer. As a first stage, MitoCareX harnessed MITOLINE to generate reliable 3D model structures for its protein of interest. Next, utilizing its cloud-based, computational chemistry platform, MitoCareX performed virtual screening campaigns initially with ~3.3 million molecules trying to identify potential binders to its protein of interest. Indeed, MitoCareX has identified a few virtual binders out of which a few were shown to have biological activity, in-vitro. Next, MitoCareX prioritized hit compound 1 for further development. Hit compound 1 demonstrates reasonable drug like properties while its chemical scaffold provides an opportunity for high oral bioavailability and reduced in vivo clearance rates. In parallel, MitoCareX performs in-vitro efficacy evaluations of hit compound 1 and hit compound 1 based derivatives as potential standalone treatments or as combinational therapy for inflammatory metabolic diseases patients as well as NSCLC and pancreatic cancer patients with defined genetic backgrounds. From the perspective of NSCLC, the combinations are done with either Tyrosine Kinase Inhibitors (TKIs) or platinum-based medicines. If found to be successful, this approach is novel since currently there are no FDA approved drugs targeting MitoCareXs protein of interest, to MitoCareXs knowledge. Currently, MitoCareX is progressing a hit-to-lead medicinal chemistry campaign aimed at optimizing the structure of hit compound 1. While partnerships will drive early revenue, selected assets may be co-developed or out-licensed at later stages, enhancing monetization flexibility. Such components may include: | | | Upfront payments | | | | | Development and/or Regulatory Milestones | | | | | Sales Milestones | | | | | Royalties following FDA approval | | **Commercialization of MITOLINE ** While MITOLINE is routinely used by MitoCareX for its drug discovery purposes, the commercialization of MITOLINE is structured to generate near- and long-term revenue streams while expanding MitoCareX Bios reach through strategic partnerships with pharmaceutical and biotechnology companies. The Company may adopt a hybrid licensing model that leverages upfront fees, performance-based milestone payments, and downstream royalties from partner-developed therapeutics. A few models may include: | 10 | | **1. Licensing and Strategic Partnerships** MitoCareX may license access to MITOLINE on a target-class or indication-specific basis, enabling pharmaceutical partners to identify new drug candidates efficiently. A few possibilities may include: | | | Upfront Licensing Payments: strategic partners will pay an upfront licensing fee per collaboration, depending on the therapeutic area, exclusivity, and target scope. | | | | | Platform Access Tiering: Tiered access will allow smaller biotech partners to use MITOLINE under a lower upfront fee model with increased backend royalties, supporting wider adoption and early validation of the platform across a range of indications. | | 2. **Milestone-Linked Revenues**Partners will pay development, regulatory, and commercial milestones aligned with the progress of candidate programs derived from MITOLINE inputs: | | | Preclinical Milestones for validated hit nomination and lead series optimization. | | | | | Clinical Development Milestones - Phase I through Phase III | | | | | Regulatory Milestones for successful NDA/BLA filings and FDA approval. | | | | | Commercial Launch Milestones upon first commercial sale in key markets (U.S., EU, Japan). | | 3. **Royalty fee on Approved Therapeutics** MitoCareX Bio may receive royalties on net sales of FDA-approved therapeutics discovered using MITOLINE. This royalty structure should be aligned with industry benchmarks for computational discovery platforms and reflects MITOLINEs novelty. | | | Higher royalty tiers may apply where MitoCareX contributes significant preclinical validation or compound optimization beyond algorithmic target nomination. | | | | | MitoCareX Bio may also retain co-development rights or profit-sharing options in selected programs, particularly in oncology and inflammatory metabolic disease indications aligned with the Companys internal pipeline priorities. | | **History and Team of MitoCareX** MitoCareX Bio is a drug discovery company dedicated to the development of therapeutics targeting mitochondrial carrier proteins (SLC25A family) in cancer and inflammatory metabolic diseases. MitoCareX Bio was founded in February 2022 based on successful proof-of-concept experiments that were performed in the UK prior to the establishment of the company. MitoCareX s former investors, SciSparc Ltd., a specialty clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases traded on NASDAQ, has conducted due diligence on MitoCareX and decided to invest $1.7M in the company, with several investment milestones that have already been met. **In February 2022 **the company was founded and received 700,00$ for equity to begin its activities. **In February 2023** the company met its first milestone the establishment of its advanced cloud-based computational platform. For this, the company received 400,000$ for equity. **In May 2023** the company announced the development of its proprietary algorithm MITOLINETM for the generation of sequence/structure pairwise alignments and reliable 3D mitochondrial carrier protein models and included that as part of its computational platform. | 11 | | **In November 2023** the company met its second milestone development of diverse in vitro screening platforms, related to mitochondria, for the discovery, validations and progression of anti-cancer inhibitors, targeting its protein of interest. For this, the company received an additional 600,000$ for equity. In addition, the company has successfully performed in silico screening (i.e., virtual screening) and identified hit compound 1 as a hit molecule (i.e., virtual binding with reasonable affinity to its protein of interest), out of millions of small molecules. Hit compound 1 was further validated as a positive hit molecule using the companys diverse in-vitro screening platforms. Furthermore, using several cancer cell lines with diverse genetic backgrounds, the company demonstrated that hit compound 1 is an anti-cancer molecule. In February 2024, MitoCareX filled out two provisional patent applications in the USA which are based on its hit molecule hit compound 1. In February 2025, MitoCareX withdrew its provisional patent applications because its latest scientific results did not support prosecuting the provisional patent applications. MitoCareXs computational 3D modelling capability combined with its virtual screenings and diverse in vitro screening capabilities are found at the core of the companys technology. To meet its challenges, MitoCareX Bio has assembled a professional team uniting experienced scientists with a proven track record including: **Dr. Alon Silberman** Co-Founder, Chief Executive Officer, Chief Scientific Officer and a Board member of MitoCareX. Dr. Silberman is a biological chemist with a strong interdisciplinary background in both chemistry and biology. Following his PhD in medicinal and biological chemistry he pursued a full postdoctoral fellowship at the Weizmann Institute of Science focusing on Cancer Metabolism and Drug Discovery. After spending a few successful years as a Senior Scientist in the biotech industry, he led the fundraising for the establishment of MitoCareX Bio. At MitoCareX Bio he leads, guides and manages all the scientific programs as well as correspondence with potential investors. **Prof. Ciro Leonardo Pierri (University of Bari, Italy)** Co-Founder and advisor to MitoCareX. Prof. Pierri is a world expert in the field of Mitochondrial Carrier proteins. He is an expert biochemist who combines mitochondrial related approaches with computational chemistry methodologies. Prof. Pierri routinely advises the company on different aspects including cell free assay systems and biochemistry related to mitochondrial carriers. **Dr. Adi-Zuloff-Shani** a Board member of MitoCareX. Dr. Zuloff-Shani is a highly accomplished biotech leader, bridging deep scientific knowledge in immunology with executive experience. Dr. Zuloff-Shani has over 20years of experience in advancing therapeutics within highly regulated environments. She has been the CTO at SciSparc Ltd. (NASDAQ: SPRC) since Feb2016, where she advanced products across varied CNS indications. In addition, she has been the CEO of Clearmind Medicine Inc. (NASDAQ: CMND) since July2021, spearheading the development of novel psychedelic-derived therapeutics targeting various addictions, weight loss and metabolic disorders. **Mitochondrial Carriers (SLC25A protein family) a unique class of drug targets in cancer** Mitochondria are key metabolic hubs regulating many processes in health and disease. Despite the role of mitochondria in cancer initiation and progression is widely studied, much remains to be elucidated. The Mitochondrial Carrier family (SLC25A protein family) is the largest group of solute carriers (i.e., transporters; PMID 32455902) translocating a variety of metabolites, nucleotides, and cofactors across the highly selective inner mitochondrial membrane. Transporters of this family are extensively shown to be significantly involved in different types of malignancies such as cervical (PMID 22227854), prostate (PMID 23047795), hepatocellular carcinoma (PMID 19140237), breast (PMID 23642734), colon (PMID 27451147), pancreas (PMID 24440978), as well as including a direct cross talk with the tumor microenvironment. Mitochondrial carriers are considered unique drug targets due to the following reasons: | | | Several SLC25A transporters show selective cancer expression patterns which make them suitable for targeted therapy | | | | | Many SLC25A transporters are non-redundant which may reduce the risk of compensation from other family members | | | | | Some small molecule inhibitors have shown preclinical efficacy | | | 12 | | Schematic representation of the mammalian mitochondrion. Mitochondrial Carrier proteins are depicted in yellow. The figure is taken from PMID 32783608. **EGFR Mutations in NSCLC patients** The epidermal growth factor receptor (EGFR) is a critical molecular driver in a significant subset of NSCLC cases, particularly in adenocarcinoma histology. EGFR mutations are identified in roughly 20% of newly diagnosed NSCLC cases in the U.S. and Europe, making EGFR inhibitors the preferred first-line treatment for these patients. Mutations in the EGFR gene lead to constitutive activation of the receptor, resulting in persistent downstream signaling that promotes tumor cell proliferation, survival, and metastasis. These mutations are especially prevalent among never-smokers, women, and patients of East Asian descent, with frequencies ranging from approximately 1015% in Western populations to up to 50% in Asian cohorts (PMID 36162323). The identification of activating EGFR mutations has revolutionized the treatment landscape of NSCLC, enabling the use of targeted therapies that significantly outperform traditional chemotherapy in terms of response rate and progression-free survival. First-generation tyrosine kinase inhibitors (TKIs) such as gefitinib and erlotinib, and more recently, third-generation TKIs like Osimertinib, have demonstrated substantial clinical benefit for patients harboring common EGFR mutations, including exon 19 deletions and the L858R point mutation in exon 21 (PMID 37937763). Osimertinib has shown superiority in the first line setting due to its efficacy against both sensitizing and resistance mutations (e.g., T790M), as well as its ability to penetrate the central nervous system. Despite initial success, resistance to EGFR inhibitors eventually develops in nearly all patients, presenting a major challenge in long-term disease control. This has prompted extensive research into mechanisms of resistance and the development of combination strategies and next-generation inhibitors. Nevertheless, EGFR remains a cornerstone in the molecular profiling of NSCLC and is essential for guiding personalized treatment strategies, underscoring its pivotal role in the era of precision oncology (PMID 37937763). **Synthetic Lethality a means for precision oncology** Synthetic lethality is a concept where the combination of mutations/inhibitions in two genes leads to cell death, while a mutation/inhibition in just one of them does not (see illustrative figure below). In cancer therapy, this concept is utilized to target tumor cells harboring specific genetic mutations by inhibiting a second gene or pathway that becomes essential for the survival of these mutated cells (PMID 33795234). This approach allows for selective targeting of cancer cells, minimizing damage to normal tissues. | 13 | | Cellular synthetic lethality is caused by combined alterations of gene pairs that are otherwise individually viable. The figure is taken from PMID 33795234 The most well-known application of synthetic lethality in cancer therapy involves the use of poly (ADP-ribose) polymerase (PARP) inhibitors in tumors with BRCA1 or BRCA2 mutations (PMID 25341009). These mutations impair the homologous recombination repair pathway, making cancer cells more reliant on PARP-mediated DNA repair. Inhibiting PARP in these cells leads to the accumulation of DNA damage and cell death. This strategy has been successfully implemented in the treatment of certain breast and ovarian cancers. While synthetic lethality offers a targeted approach to cancer therapy, several challenges remain (PMID 33795234): | | | Resistance Mechanisms: Cancer cells may develop resistance to therapies exploiting synthetic lethality, necessitating combination strategies or alternative targets. | | | | | Tumor Heterogeneity: The genetic diversity within tumors can affect the efficacy of synthetic lethal strategies. | | | | | Biomarker Identification: Reliable biomarkers are needed to identify patients who would benefit most from synthetic lethal therapies. | | Of importance, in the context of mitochondrial carrier proteins, a few studies have already demonstrated synthetic lethality relationships between a mitochondrial carrier and an oncogenic mutated protein. For example, SLC25A22 was shown to be a novel and potential therapeutic target in glutaminolysis addicted KRAS-mutant CRC (PMID 27451147). **Synthetic Lethality in non-small cell lung cancer an unmet need for targeting metabolic dependencies** Lung cancer, particularly NSCLC, often has mutations in tumor suppressor genes (e.g., KRAS, TP53. STK11, KEAP1) that are hard to target directly. Synthetic lethality offers a way to target the partner gene of these mutations. Examples of key advances in synthetic lethality for NSCLC include: | | 1. | TMPRSS4 and DDR1 Co-Targeting NSCLC cells deficient in TMPRSS4 exhibited heightened sensitivity to DDR1 inhibition using dasatinib. Combined knockdown of both genes led to significant cell cycle arrest and apoptosis, and enhanced sensitivity to cisplatin, indicating a promising therapeutic avenue (PMID 31659178). | | | | | | | | | 2. | Overcoming EGFR Inhibitor Resistance Resistance to EGFR inhibitors remains a significant challenge in NSCLC treatment. Synthetic lethality screens have uncovered several potential targets to overcome this resistance, including components of the NF-B pathway, PRKCSH, CDK6, and members of the SWI/SNF chromatin remodeling complex. These findings suggest that targeting these pathways could restore sensitivity to EGFR inhibitors (PMID 28478283). See below for more detailed description regarding EGFR and synthetic lethality. | | | | | | | | | 3. | Concurrent Synthetic Lethality in NRF2-Activated Tumors | | NSCLC tumors with hyperactivation of the NRF2 pathway are often resistant to conventional therapies. A novel approach termed concurrent synthetic lethality involves co-targeting these tumors with mitomycin C (MMC) and the HSP90 inhibitor 17-AAG. This combination exploits the NRF2-driven metabolic dependencies of the cancer cells, leading to enhanced cytotoxicity (PMID 36200139). | 14 | | | | 4. | BRG1/SMARCA4-Deficient Tumors | | Loss of the chromatin remodeling factor BRG1 (SMARCA4) is observed in a subset of NSCLC cases. These tumors exhibit synthetic lethality when SMARCA2, a homologous ATPase, is inhibited. Targeting SMARCA2 in BRG1-deficient tumors has shown promise in preclinical models, suggesting a potential therapeutic strategy for this NSCLC subtype (PMID 23872584). **Mutated EGFR in NSCLC an opportunity for Synthetic Lethality based discoveries** Synthetic lethality in the context of EGFR mutations in NSCLC exploits vulnerabilities that arise from EGFR mutations, targeting a second gene or pathway that, when inhibited, leads to the selective death of EGFR-mutant cancer cells. Since EGFR mutations are present in approximately 18-20% of newly diagnosed adenocarcinoma NSCLC cases in the United States and Europe, and in these patients EGFR inhibitors are the first-line choice, finding synthetic lethal protein partners is a promising avenue for getting over EGFR related resistance. Examples of synthetic lethality in EGFR-Mutant NSCLC: | | 1. | EGFR and DNA Repair Pathways: EGFR mutations can make cancer cells more reliant on specific DNA repair mechanisms, and targeting these repair pathways can lead to synthetic lethality in EGFR-mutant cells. For example, PARP inhibitors like olaparib exploit deficiencies in DNA repair caused by EGFR mutations, leading to cancer cell death (PMID 3458994). | | | | | | | | | 2. | EGFR and PI3K/AKT/mTOR Pathway: The EGFR signaling pathway activates PI3K/AKT/mTOR, promoting cell survival and proliferation. Inhibition of this pathway, particularly in combination with EGFR-targeted therapies, can lead to synthetic lethality. For example, mTOR inhibitors such as rapamycin can enhance the cytotoxic effects in EGFR-mutant tumors when used in combination with EGFR TKIs like gefitinib (PMID 32953503). | | | | | | | | | 3. | EGFR and Metabolic Pathways: EGFR mutations can increase cancer cells reliance on certain metabolic pathways, including glutamine metabolism. Targeting these metabolic dependencies using glutaminase inhibitors such as CB-839 can lead to synthetic lethality in EGFR-mutant cells (PMID 33229301). | | | | | | | | | 4. | Combination of EGFR Inhibition with Other Targeted Therapies: EGFR-mutant cancers may rely on WEE1 kinase for DNA damage repair after EGFR inhibition. Combining WEE1 inhibitors with EGFR TKIs like erlotinib or gefitinib can induce synthetic lethality and enhance cancer cell death (PMID 31387179). | | | | | | | | | 5. | Synthetic Lethality with Immunotherapy: EGFR mutations may alter tumor immunogenicity, and combining EGFR-targeted therapies with immune checkpoint inhibitors (such as PD-1/PD-L1 inhibitors) could induce synthetic lethality by amplifying immune responses specifically in EGFR-mutant cells (PMID 31563735). | | **MitoCareX approach to developing treatment for NSCLC Patients** MitoCareX considers itself to be a unique company that addresses a major problem and market gap. Resistance to platinum-based therapy together with acquired or innate resistance to EGFR TKIs is a major obstacle in NSCLC since it eventually develops in nearly all patients, presenting a major challenge in long-term disease control. As noted earlier in the text, higher expression of the MitoCareX target gene is associated with worse overall survival in lung Adenocarcinoma and in lung Adenocarcinoma with mutated EGFR. Therefore, MitoCareX aims to demonstrate that inhibition of its protein of interest with its drug candidate could overcome drug resistance of chemotherapy and/or EGFR therapies, respectively, by sensitizing lung adenocarcinoma cells to therapies. As mentioned, current efforts are focused on demonstrating efficacy in 2 sub-segments: | | | Overcoming drug resistance of EGFR inhibitors by sensitizing lung adenocarcinoma cells to EGFR therapies. | | | | | Overcoming drug resistance of chemotherapy by sensitizing lung adenocarcinoma cells to platinum-based chemotherapies. | | | 15 | | MitoCareX is developing its hit compound 1 based derivatives to be administered as single agents and/or in combination with other therapies. The rationale for a combination approach is based on the observation described above that EGFR mutations in NSCLC exploits vulnerabilities that may be synthetically lethal with MitoCareX target protein and as such may be a rewarding avenue to follow. However, despite being directly linked with a variety of malignancies including NSCLC, there are still no FDA approved drugs that specifically target MitoCareX target protein. While MitoCareX takes a novel approach, some of MitoCareXs drug discovery and development activities are rooted in traditional small molecule drug discovery methodologies. **Bioinformatic analysis** MitoCareX analyzed the Tumor Cancer Genome Atlas (TCGA) cohort of biopsies taken from NSCLC patients and found the following important findings among others: | | 1. | Upregulated expression of its protein of interest is higher as compared to the adjacent healthy tissues and its upregulated expression is associated with worse patients survival prognosis in lung adenocarcinoma. This pointed to the possibility of applying MitoCareXs developed compounds as a stand-alone therapy for part of the NSCLC patients. | | | | | | | | | 2. | Upregulated expression of its protein of interest on the background of EGFR mutations but not on the background of non-mutated tumor samples is associated with a worse survival prognosis in lung adenocarcinoma. This pointed to the possibility of applying MitoCareXs developed compounds for a combination therapy in EGFR mutated NSCLC cases along with EGFR inhibitors. | | Left: Upregulated expression levels as compared to low expression levels of the protein of interest in lung adenocarcinoma tumor samples are associated with a worse patients prognosis. Upregulated expression levels of the protein of interest worsen prognosis for lung adenocarcinoma patients with mutated (middle) but not with wild type EGFR*(right). protein High means above the averaged expression levels and protein Low means below the averaged expression levels. P- value <0.05 means significance. **Target Identification and Validation** Three-dimensional (3D) cell culture systems are increasingly favored over traditional two-dimensional (2D) cultures, especially in the study of cellular metabolism. In 2D cultures, cells grow on flat, rigid surfaces, leading to artificial cell polarity, distorted nutrient gradients, and atypical mechanical stresses, all of which can alter metabolic behavior (PMID 24797513). These conditions often result in metabolic profiles that do not accurately reflect in vivo physiology, with changes observed in glucose uptake, mitochondrial activity, and oxidative phosphorylation. In contrast, 3D cultures better replicate the in vivo microenvironment by preserving natural cellcell and cellextracellular matrix interactions, creating realistic oxygen and nutrient gradients, and maintaining mechanical cues (PMID 27663511). As a result, cells in 3D cultures display more physiologically relevant metabolic features, including enhanced mitochondrial dynamics, altered glycolytic flux, and appropriate responses to hypoxia (PMID 24797513). | 16 | | This shift is particularly important in disease models like cancer, where metabolic reprogramming is a hallmark. Studies have shown that drug responses and metabolic pathways differ markedly between 2D and 3D models, underlining the importance of using 3D systems for accurate therapeutic and mechanistic studies. To assess the importance of its protein of interest to the growth and viability of NSCLC cells, MitoCareX chose a few NSCLC cell lines with diverse genetic backgrounds and knocked down the expression of its protein of interest using small hairpin RNAs (shRNA). Next, MitoCareX generated for each such cell line 3D spheroid structures, using its in-house established protocols. Below are representative examples showing the significant differences between control NCI-H1299 NSCLC cells vs. the comparable knockdown NCI-H1299 cells. * NCI-H1299 derived representative spheroid pictures taken with 4X magnification. Spheroids produced from knockdown cells were significantly smaller as compared to control NCI-H1299 spheroids. Left Panel: quantification of the averaged diameter of NCI-H1299 derived spheroids from control #1, control #2, knockdown #1, knockdown #2 cells. Right panel: quantification of the averaged viability of NCI-H1299 derived spheroids from control #1, control #2, knockdown #1, knockdown #2 cells. Spheroids produced from knockdown cells were significantly smaller and less viable as compared to control NCI-H1299 spheroids. ** means p-value <0.01; *** means p-value <0.0001 The NCI-H1299 cell line was originated from a lymph node metastasis of the lung of a 43-year-old Caucasian male patient with cancer. These cells possess homozygous partial deletion of the p53 gene so that the cells do not express the p53 protein. These results may point to a direct link between MitoCareXs mitochondrial protein of interest and the lack of p53 protein in NSCLC cells. | 17 | | Another representative example of the importance of the protein of interest to the growth of NSCLC cells is exemplified using the NCI-H1975 cell line. This cell line is a human non-small cell lung cancer cell line derived from a patient with lung adenocarcinoma who previously received chemotherapy. NCI-H1975 cells are notable for harboring two critical mutations in the EGFR gene: **L858R** (a point mutation in exon 21) and **T790M** (a secondary gatekeeper mutation in exon 20) (PMID 2785594). These mutations make NCI-H1975 cells particularly valuable for studying resistance to EGFR TKIs, such as erlotinib and gefitinib. The T790M mutation confers resistance to first and second generation TKIs, which has driven the development of newer inhibitors like Osimertinib (PMID 2785594). First, like in the case of the NCI-H1299 cell line, MitoCareX knocked down the expression of its protein of interest using small hairpin RNAs (shRNA) in NCI-H1975 cells. Next, MitoCareX generated for each cell line 3D spheroid structures, using its in-house established protocol. Below are representative examples showing the significant differences between control NCI-H1975 NSCLC cells vs. the comparable knockdown NCI-H1975 cells. NCI-H1975 derived representative spheroid pictures taken with 4X magnification. Spheroids produced from knockdown cells were significantly smaller as compared to control NCI-H1975 spheroids. Quantification of the averaged diameter of NCI-H1975 derived spheroids from control #1, control #2, knockdown #1, knockdown #2 cells. *** means p-value <0.001; **** means p-value <0.0001 | 18 | | **Virtual screening (In-Silico) campaigns and the discovery of hit compound 1** To discover molecules that virtually bind their protein of interest, MitoCareX utilized its cloud-based, computational chemistry platform and have taken the following steps: | | | Utilized MITOLINE for performing multiple sequence alignments resulting in reliable 3D molecular models of its protein of interest | | | | | Performed Virtual Screening campaign (e.g., docking experiments) with initially 3.3 million molecules | | | | | Recognized top scored ~1560 molecules (0.05%) | | | | | Out of the top scored 1560 molecules, initially prioritized 80 molecules (0.0024%) for further in-vitro validations | | MitoCareXs virtual screening workflow starting from millions of small molecules, ending with low amounts of prioritized molecules that are top ranked according to in-silico*(virtual) predictions. Using cell based and functional mitochondrial assays, MitoCareX has screened all the initial computationally prioritized eighty (80) molecules that were predicted to interact with its SLC25A target protein. Out of the 80 screened molecules, a few in-vitro active molecules were recognized, out of which hit compound 1 was chosen for a hit-to-lead medicinal chemistry campaigns. Below is a representative dose-response potency curve that was generated following measurement of hit compound 1 alongside a few inactive compounds using MitoCareXs developed cell-based assay. * Hit compound 1 is a validated inhibitor of MitoCareXs protein of interest. IC50 dose response curve using its cell-based assay in which hit compound 1 is found to be active as compared to negative compound 1, negative compound 2 that are found to be inactive. | 19 | | **Ongoing and near future planned activities- compound screenings, synthesis of analogs, SAR and efficacy studies** | | 1. | Optimization of MITOLINE using ensemble docking and/or molecular dynamics-based methods, generating multiple conformers of SLC25A proteins, including predicted and experimental binding parameters are among the different methods to optimize MITOLINE. | | | | | | | | | 2. | In-Silico and in-vitro screenings of different chemical scaffolds using MITOLINE combined with MitoCareXs computational platform, the company performs virtual screening campaigns and further in-vitro validations of the most promising small molecule candidates. Recognizing additional biologically active compounds targeting MitoCareXs target protein is important to establish alternative hit series for further drug development. | | | | | | | | | 3. | Synthesis of derivatives related to hit compound 1 and performing Structure Activity Relationship (SAR) studies based on the chemical structure of hit compound 1 that was identified by MitoCareX as a promising scaffold, the company has designed and synthesized a variety of analog compounds. The analogs are currently being evaluated according to the companys in-vitro workflow for validating and advancing promising molecules. Specifically, each compound is being evaluated and characterized in a funnel wise manner (See MitoCareX in-vitro workflow as described above), thus prioritizing the most promising molecules. | | | | | | | | | 4. | Relating to the bioinformatic and in-vitro results that were demonstrated above, MitoCareX is currently evaluating in-vitro the influence of hit compound 1 with or without either FDA approved tyrosine kinase inhibitors or platinum-based medicines. On this regard, the NCI-H1975 cell line is one of the most commonly used preclinical models to study the influences of Osimertinib. Osimertinib (Tagrisso) is a third-generation, irreversible EGFR tyrosine kinase inhibitor developed specifically to target both the sensitizing EGFR mutations (such as L858R) and the resistance-associated T790M mutation found in non-small cell lung cancer (PMID 36482474). Osimertinib has revolutionized the treatment of EGFR-mutant NSCLC, particularly in tumors with T790M-mediated resistance to first- and second-generation EGFR inhibitors (PMID 25971621). However, despite initial success, acquired resistance to Osimertinib is inevitable, typically within 1019 months of treatment (PMID 36482474). Developing drugs that re-sensitize tumors would allow continued use of Osimertinib without needing to completely switch therapies, which often involve more toxic or less effective options. Furthermore, new agents could be used in combination with Osimertinib early (preventatively) or upon signs of emerging resistance (reactively), helping to prevent clonal evolution and resistance diversification, which are major challenges in long-term cancer control (PMID 36681369). Achieving synergistic efficacy while combining Osimertinib with MitoCareXs developed compounds can be of great interest to MitoCareX from a development and commercial point of view. Following the evaluations described above, MitoCareX aims to test its developed compounds in a dedicated preclinical setting. | | **Potential addressable patient populations for hit compound 1 based future lead compounds** MitoCareXs in-vitro results support the companys approach of evaluating & developing small molecule treatment targeting its protein of interest for NSCLC patients with EGFR mutated backgrounds (either as a standalone treatment or in combination with TKIs). In addition, given that the protein of interest is associated with worse overall survival in lung adenocarcinoma and that platinum-based chemotherapy remains a standard first-line treatment for advanced lung adenocarcinoma, particularly for patients without specific gene mutations, MitoCareX intends to evaluate & develop its small molecule treatment combined with platinum-based chemotherapy as a promising avenue for clinical applications. Hit compound 1 based derivatives are planned to be investigated as potential therapy in 2 sub-segments of previously treated advanced NSCLC patients (i.e., second line): | | In NSCLC Adenocarcinoma, EGFR overexpression correlates with aggressive disease and poor prognosis, making it an optimal target for cancer therapy. The prevalence of EGFR mutations ranges from 14% to 38%. (PMID 37240224). The efficacy of EGFR-tyrosine kinase inhibitors in EGFR-mutated patients has revolutionized lung cancer treatment, with responses observed in 6080% of patients, (PMID 36835536) yet drug resistance is a major challenge. As a result, patients often experience disease progression and relapse after initial response to therapy (PMID 37350939). Almost all EGFR TKI responders acquire drug resistance within a few years, with median progression-free survival ranging from 9.2 to 18.9 months (PMID 37240224). It is hoped that the inhibition of MitoCareXs target transporter gene with its drug candidate would overcome drug resistance of EGFR TKI by sensitizing lung adenocarcinoma cells to EGFR therapies. | | | 20 | | | | Chemotherapy is one of the most commonly used and primary treatment options for lung cancer (alone or in combination with immunotherapy). As most patients (77%) are diagnosed at later stages when surgery for curative intent is ineffective, platinum-based chemotherapy became one of the basic options to determine the survival and quality of life of patients. Long-term use of these anti-cancerous agents has been associated with significant side effects, including chemoresistance which is followed by tumor relapse. Nevertheless, the exact mechanisms underlying cisplatin resistance remain largely unclear, and may be related to tumor microenvironment, drug transporters, genetic and epigenetic factors (PMID 36778005). It is expected that the inhibition of MitoCareXs target transporter gene with its drug candidate could overcome drug resistance of chemotherapy by sensitizing lung adenocarcinoma cells to platinum-based chemotherapies. | | **Competition** Biotechnology and pharmaceutical industries are characterized by rapid evolution of technologies and understanding of disease etiology, intense development and commercial competition, and a strong emphasis on intellectual property. MitoCareX believes that its approach, development and commercial strategy, scientific capabilities, know-how, and experience, provide the company with competitive advantages. Nonetheless, MitoCareX expects substantial competition from multiple sources, including major biopharmaceutical, specialty pharmaceutical, and existing or emerging biotechnology companies, academic research institutions, governmental agencies, and public and private research institutions worldwide. | Company | | Link to Website | | Name of potential Competitive Product | | Description of the Product | | | Relay Therapeutics, INC | | https://relaytx.com/ | | Computational and experimental Dynamo platform | | Relay Therapeutics proprietary computational drug discovery engine, designed to integrate dynamic protein motion with AI-driven drug design. Dynamo captures and models how proteins move and change shape over time | | | | | | | | | | | | Daiichi Sankyo | | https://www.daiichisankyo.com/ | | Patritumab deruxtecan HE R3 Antibody-Drug Conjugates (ADC) developed with MSD granted priority review after phase 2 | | Patritumab deruxtecan demonstrated an objective response rate (ORR) of 29.8% in patients following disease progression with an EGFR TKI and platinum-based chemotherapy in Phase 2. | | | | | | | | | | | | Scorpion Therapeutics | | https://www.scorpiontx.com/ | | STX-241 a highly selective, 4th generation EGFR inhibitor designed to address resistance to third generation EGFR inhibitors (IND enabling studies) | | In Preclinical studies STX-241 demonstrated strong biochemical inhibition of EGFR double mutant kinase activity as well as strong C797S double mutant potency and selectivity vs. clinical-stage competitor benchmarks. | | A few examples of potential competitors to MitoCareX | 21 | | **Intellectual Property** MitoCareX strives to protect the intellectual property and proprietary technology that it considers important to its business through a variety of methods. MitoCareX seeks to obtain domestic and international patent protection and endeavors to promptly file patent applications for new commercially valuable inventions as they arise to expand its intellectual property portfolio. MitoCareX also relies on proprietary know-how and trade secrets to protect certain innovations that may be important to its business and to benefit from their confidential status. **Intellectual Property Relating to Our Drug Discovery activities** MitoCareX continually assesses and refines its intellectual property strategy as it discovers and validates new hit small molecules and make structural improvements to its hit compound 1 based derivatives. To that end, MitoCareX aims to file additional patent applications as appropriate to support its intellectual property strategy, or where MitoCareX seeks to adapt to competition or seize business opportunities. MITOLINE is currently trademarked in Israel. MitoCareX currently has an application for registration of MITOLINE mark in the United States. **Scope and Duration of Intellectual Property Protection** The area of patents and other intellectual property rights in the biopharmaceutical industry is an evolving one with many risks and uncertainties, and third parties may have blocking patents that could be used to prevent us from commercializing our product candidates and practicing our proprietary technology. Our patents that may be issued in the future may be challenged, narrowed, circumvented, or invalidated, which could limit our ability to stop competitors from marketing related product candidates. In addition, our competitors may independently develop similar technologies, and the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors with similar technology. For these and other reasons, we may have competition for our product candidates. Moreover, because of the extensive time required for development, testing, and regulatory review of a potential product, it is possible that before any product candidate can be commercialized, any related patent may expire or remain in force for only a short period following commercialization, thereby reducing any protection afforded by the patent. For this and other risks related to our proprietary technology, inventions, improvements, and product candidates. We also rely on trade secret protection for our confidential and proprietary information. Although we take steps to protect our confidential and proprietary information as trade secrets, including through contractual means with our employees, consultants, outside scientific collaborators, sponsored researchers, and other advisors, third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology. Thus, we may not be able to meaningfully protect our technology as trade secrets. It is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers, and other advisors to execute confidentiality agreements under the commencement of employment or consulting relationships with us. These agreements provide that all confidential information concerning our business or financial affairs developed or made known to the individual during the individuals relationship with us is to be kept confidential and not disclosed to third parties except in specific circumstances. In the case of employees, the agreements provide that all inventions conceived by the individual, and which are related to our current or planned business or research and development or made during normal working hours, on our premises or using our equipment or proprietary information, are our exclusive property. In many cases our agreements with consultants, outside scientific collaborators, sponsored researchers, and other advisors require them to assign or grant us licenses to inventions they invent as a result of the work or services they render under such agreements or grant us an option to negotiate a license to use such inventions. Despite these efforts, we cannot provide any assurances that all such agreements have been duly executed, and any of these parties may breach the agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches. | 22 | | We also seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security of our premises and physical and electronic security of our information technology systems. Although we have confidence in these individuals, organizations, and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach. To the extent that our employees, contractors, consultants, collaborators, and advisors use intellectual property owned by others in their work for us, disputes may arise as to the rights in relation to the resulting know-how or inventions. **Manufacturing** We do not own or operate, and currently have no plans to establish, any manufacturing facilities. **Commercialization** MitoCareX intends to retain significant development and commercial rights to our future lead compound/s and, if marketing approval is obtained, to commercialize it on its own, or potentially with a partner, in the United States and other regions. MitoCareX currently has no sales, marketing, or commercial product distribution capabilities. MitoCareX intends to build the necessary infrastructure and capabilities over time for the United States, and potentially other regions, following further advancement of its small molecule compounds. Future clinical data, the size of the addressable patient population, the size of the commercial infrastructure, and manufacturing needs may all influence or alter MitoCareXs commercialization plans. **Solterra Renewable Energy Ltd. and Related Projects** Solterra, a wholly-owned subsidiary of Solterra Energy, engages in the development of renewable energy projects through its local subsidiaries in the solar energy sector and presents certain investment opportunities in solar PV projects. The business strategy primarily involves selling renewable energy projects to third parties at various stages of development. These activities encompass the development of renewable energy projects from the initial stage of land identification and project advancement through construction, operation, or sale to a third party. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries with most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. To date, such investment opportunities have included projects in Melz, Germany. On February 24, 2025, we participated in a joint venture to finance two battery storage projects in Sicily, Italy. The renewable energy sector is well-developed in Poland, Italy, and Germany, where the Operating Entity (as defined below) operates. Numerous entities are involved in renewable energy projects leading to intense competition, featuring both large global and local companies, as well as smaller local firms specializing in specific regions. As of March 31, 2026, Solterras market share in the renewable energy sector in these countries is not significant. The following describes work processes involved in the development, construction, and operation of renewable solar energy projects: **Project Development** | | | Land identification and engagement with landowners: To identify suitable land for a project, a local team assesses various parameters such as location relative to a potential grid connection point, land slope and suitability for future installation of renewable energy generation facilities, site accessibility, various constraints such as soil type, flooding potential, archaeological considerations, environmental considerations, etc. Engagement with landowners typically occurs in the initial project stage through a binding agreement for obtaining rights (purchase, lease, or rental), which allows the specific entity operating per the country or region (the Operating Entity) to sign a final agreement at a later stage when there is greater certainty regarding the feasibility and profitability of the project. | | | 23 | | | | | Land assessment and project evaluation: | | | | | Planning constraints: Each country or region has planning constraints that may affect the likelihood of obtaining a building permit in the final stage of the process. The Operating Entity maps and reviews the various planning constraints based on available planning information and assess their potential impact on the construction of facilities on the designated land. Such planning constraints may exist, for example, in cases of proximity to infrastructure or roads, proximity to water sources or streams, specific guidelines for the types of facilities that can be built on the land, fire history, archaeological constraints, earthquake potential, regional drainage plans, etc. | | | | | | | | | | Optimal facility design for the land: Based on the topography and limitations of the area, a preliminary facility is designed to assess the construction potential under the constraints and limitations, and the optimal technology for the area is selected (fixed facility, tracking facility (tracker), storage solution, etc.). | | | | | | | | | | Assessment of a potential connection solution: The Operating Entity assesses the status of the electricity grid in the area and the options for connecting the facility to the grid according to the needs and available supply in the area, including discussions with the local grid operator. This assessment is carried out by local group employees or local consultants. Such an assessment is intended to help, among other things, evaluate connection solutions, connection costs, timelines, etc. | | | | | | | | | | Output assessment: The Operating Entity performs an output assessment of the project based on various data and simulations. This assessment is carried out by the Operating Entitys local team and with the help of dedicated consulting firms as needed. | | | | | | | | | | Business plan preparation: For each project, the Operating Entity prepares a business plan based on collected information, assessments, and forecasts (including regarding output, electricity prices and sales, land costs and operating costs, taxes, financing, etc.). The Operating Entity maintains a basic business model adapted to each country according to the different regulations and tax laws. A business plan for each project is updated and maintained by the Operating Entitys local team. | | | | | | | | | | Risk assessment: If business, technological, or legal risks are identified in the process, an assessment of the risk level and their implications for the business plan and the project is carried out. The risks are documented by the local team and discussed with the Operating Entitys management. | | | | | | | | | | Decision-making regarding project advancement: After completing the project examination and evaluation process, Operating Entitys management decides whether to continue developing the project or abandon it. The decision is made based on forward-looking information presented to Operating Entitys management, including professional assessments, estimates, and forecasts. | | | | | Establishment of a project company: If it is decided to proceed with project development, the rights related to the project are transferred to a dedicated project company (SPV). | | | | | | | | | | Development services agreement: The Operating Entity negotiates an agreement for development services if development is planned to be outsourced to external contractors. The agreement will be signed with a local subsidiary of the company in the relevant country of operation. | | | | | | | | | | Grid Connection Solution: An application to obtain a grid connection solution in the relevant country of operation will need to be submitted to the transmission system operator (TSO) or the distribution system operator (DSO). Sometimes the solution provided differs from the solution planned in the previous stage, depending on supply and demand or the development status of the transmission grid. A grid connection solution provided for a project reflects the future connection cost as well as development costs or implications for the power line required from the facility to the connection point. If the costs significantly exceed the planned amount, the decision to proceed with development may be reassessed. | | | | | | | | | | Completion of land rights acquisition: Land rights in exchange for payment of the agreed consideration, and registration of rights of in land registries are then required. | | | 24 | | | | | Depositing guarantees: To secure the proposed connection solution, guarantees or other collateral are required. In many cases, there is a right to a refund of the guarantees or collateral if a project is canceled and the grid connection is released. | | | | | | | | | | Building permit: An application for a building permit based on engineering and electrical planning will need to be submitted to the relevant municipal authority. The process is subject to objections and usually requires participation in planning committee meetings to present the project and make adjustments as required by the planning committees. After obtaining a building permit, a project is ready for construction (Ready to Build). Currently, the Companys business strategy focuses on selling projects during the development stages. Accordingly, the Company expects to sell projects prior to obtaining a building permit. | | | | | | | | | | Project financing: The Operating Entity and/or Solterra will engage with financial institutions to provide loans for project construction financing, and maintain ongoing management of the relationships with lenders, including providing information and periodic reporting regarding compliance with milestones and financial benchmarks. | | | | | | | | | | Power purchase agreements: Entering into a power purchase agreement, for long-term electricity sales or other alternatives according to electricity trading options in the various markets. | | **Project Construction and Grid Connection** | | | Contracting with an engineering, procurement, construction contractor, grid connection agreement, and ancillary construction agreements. | | | | | | | | | | Ordering and purchasing equipment. | | | | | | | | | | Managing detailed engineering planning according to building permits. | | | | | | | | | | Construction site management and engineering supervision. | | | | | | | | | | Management and supervision of safety procedures at the construction site. | | | | | | | | | | Acceptance tests and connection to the electricity grid. | | **Italys Renewable Energy Landscape and Regulatory Processes** In June 2024, the Italian government published its updated National Energy and Climate Plan (NECP). The Plan reference scenario aims for a 58% reduction in emissions by 2030 compared to 2005 levels, while the policy scenario targets a 66% reduction, aligning with the European Unions goal of a 62% reduction compared to 2005. Under this plan, coal-fired power plants will be shut down in 2025 and replaced by battery storage and gas-fired plants. The total renewable energy capacity is projected to increase to 131 GW, including 80 GW of solar power, representing a growth of approximately 45 GW compared to the installed capacity at the end of 2024. The NECP also set a target of 7.5 to 8.5 GW of battery energy storage system (BESS) capacity by 2030, encompassing both residential and industrial-scale storage. To support this target, Italy has launched a program to encourage investments in industrial-scale storage, aiming for at least 70 GWh of storage capacity within the next decade. This initiative is expected to require investments exceeding 17 billion. Furthermore, the Italian government plans to hold its first auction for energy storage capacity under the MACSE mechanism in the first half of 2025. Aurora Energy Research highlighted the role of the MACSE (Mercato a Termine degli Stoccaggi) mechanism, a long-term procurement mechanism intended to incentivize the establishment of large-scale battery storage by providing a regulated revenue route for BESS projects. MACSE is intended to support large-scale deployment of storage projects to facilitate the integration of additional renewable capacity, improve grid stability and help address congestion. These auctions will focus on availability-based remuneration tariffs for a 15-year period. Quotas are expected to be allocated by region in Italy, with a particular emphasis on Southern Italy, Sicily, and Sardinia. Under MACSE, support of up to approximately 58 GWh of storage is expected by 2030, and an initial allocation of approximately 10 GWh was completed in a competitive tender in 2025. The mechanism is expected to support continued penetration of renewable energy, improve grid stability, reduce congestion and increase the value of renewable projects. | 25 | | Electricity sales in Italy are currently conducted through several primary channels, including trading on the power exchange, participation in public support mechanisms (including auction-based and contract-for-difference structures), and private long-term offtake arrangements. In the photovoltaic sector, certain auction schemes are open only to projects not located on agricultural land. One private offtake option is long-term Power Purchase Agreements (PPAs). These agreements typically have a term of approximately 10 years (compared to auctions with a typical sales period of 20 years). PPAs are particularly relevant for photovoltaic facilities as they allow construction on relatively inexpensive agricultural land (which is excluded from auctions). Due to restrictions on non-agricultural land, most projects under development in Italy, including those of the Company, primarily consider PPAs and/or sales of electricity on the open market at variable prices, rather than participating in auctions. **Regulation and Permitting Processes for Renewable Energy Projects in Italy** The permits required for constructing renewable energy power plants vary depending on the type of facility. The following is a general overview of the permitting process required for photovoltaic facilities: | | | Securing Land Rights: The initial step typically involves securing land rights, usually through a long-term lease agreement or a right to purchase the land, contingent upon obtaining the relevant project authorizations. This agreement usually covers a development period of 2-3 years, followed by a lease agreement for at least 30 years or a land purchase agreement. | | | | | | | | | | Grid Connection Approval: Grid connection must be facilitated through facilities owned and operated by electricity grid operators. Facilities with a capacity of up to 10 MW submit a connection request through local distributors (DSOs), who review and provide the terms, timelines, and costs for the connection. The application includes a document outlining preliminary connection conditions and another with specific and detailed conditions. This document specifies the work required by the producer and the work required by the distributor. Upon acceptance of the terms, an agreement is entered into between the producer and the distributor. Higher-capacity facilities require a similar process with the national transmission company (TSO), which usually also includes a detailed solution for connection of the project. | | | | | | | | | | Advanced Permitting Stage: If a project qualifies for exemptions in the planning and environmental permitting process (PAS procedure, as explained below), it is considered to be in the advanced permitting stage. Otherwise, it is classified as being in the permitting stage. | | | | | | | | | | Planning and Environmental Procedures: The planning and environmental process in Italy is divided into three possible tracks: | | | | | AU (Autorizzazione Unica) Procedure: This procedure parallels a full licensing process for renewable energy projects of material scale, carried out at the regional level (Regione) and, in certain cases, at the national level. The procedure involves the submission of statutory planning documents and, where required, an environmental impact assessment (VIA) to the competent environmental ministry. As part of the procedure, a Conferenza dei Servizi is convened to coordinate the process and hear the positions of the relevant stakeholders. Following the hearing and the issuance of the AU authorization, an application for a building permit must typically be submitted to the competent municipal authority, subject to local technical requirements. AU approval generally constitutes a comprehensive authorization to construct and operate the project and may replace certain separate authorizations, subject to any local technical completions as required. The AU process typically takes 18 to 24 months on average, and in complex cases may take 30 to 36 months. | | | | | | | | | | PAUR (Provvedimento Autorizzatorio Unico Regionale) Procedure: This procedure is a unified regional authorization process that consolidates the environmental and planning aspects of the project, including, in particular, the VIA (environmental impact assessment) and related approvals, and is managed by the competent regional authority (Regione), typically through a regional or provincial committee. The procedure includes a Conferenza dei Servizi to coordinate the process and hear the positions of the relevant stakeholders. PAUR approval generally constitutes a comprehensive authorization to construct the project and may replace separate permits, subject to any local technical completions as required. Following the hearing and the issuance of the PAUR authorization, an application for a building permit must typically be submitted to the competent municipal authority. The PAUR process typically takes 18 to 24 months on average, and in complex cases may take up to 36 months. | | | | | | | | | | PAS (Procedura Abilitativa Semplificata) Procedure: This is a simplified and expedited licensing procedure, conducted with the local municipality (Comune), which generally requires the submission of project planning documents, together with any declarations, environmental opinions, grid approvals and other supporting materials required under applicable law. If no objections or substantive requirements are raised by the competent authority within the statutory timeframe (generally up to approximately 90 days), the project may proceed under a silent consent principle, and the resulting approval also serves as a building permit. | | | 26 | | The specific track a project follows depends on factors such as project size, location, and various environmental parameters. | | | Advanced Permitting Stage (Post-PAS or Similar): After completing the relevant procedure (PAS, AU, or PAUR), the project is considered to be in the advanced permitting stage, and development costs are capitalized as assets under construction in the financial statements. | | | | | | | | | | Building Permit: If the statutory track is AU or PAUR, a building permit application must be submitted to the municipality, a process that may take 3 to 6 months. | | | | | | | | | | Ready to Build (RTB): After completion of the relevant authorization track (PAS, AU, or PAUR, as applicable) and any required local supplemental approvals or procedures, including obtaining the building permit, the project is considered RTB. | | | | | | | | | | Grid Connection Work Commencement Approval: Generally, the planning approval includes all necessary permits for commencing work and connection. However, if changes are required regarding the grid connection, additional approval is needed to begin connection work. | | | | | | | | | | Operating Permit: Every renewable energy power plant with a capacity exceeding 20 kW is required to obtain an operating permit and a unique identification code for the facility. | | In Italy, Solterra Energy operates through Solterra Brand Services Italy srl, a company registered in Italy and held equally by Solterra and its partner Brand Energy Ltd. (Brand). Brand is a private company wholly owned by Brand (M.G.) Ltd., (a public company). In Poland and Italy, Solterra Energy operates through Solterra in collaboration with Brand. The collaboration encompasses investment, development, financing, construction, operation, maintenance, acquisition, improvement, and sale of renewable energy projects, including clean energy, solar energy, wind energy, and energy storage facilities in the target countries. Each of Solterra and Brand holds a 50% stake in these projects through local subsidiaries. **Employees** As of March 31, 2026, we, together with our wholly owned subsidiary, MitoCareX, have seven full-time employees and two part time employees. Our executive officers, David Palach and Lital Barda, are responsible for the day-to-day operations of our company. | 27 | | **item 1a. risk factors** **Summary Risk Factors** Our business is subject to numerous risks and uncertainties, any one of which could have a materially adverse effect on our results of operations, financial condition or business. These risks include, but are not limited to, those listed below. | | | We have a history of operating losses and expect to incur additional losses in the future. | | | | | We may need to raise significant additional capital, which we may be unable to obtain. | | | | | We may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current business activities and adversely affect our results of operations or future growth. | | | | | We may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth. | | | | | Because of our limited operating history, we may not be able to successfully operate our business or execute our business plan. | | | | | Our business and operations may be affected by unexpected events, including climate change conditions, which could materially harm our financial results. | | | | | Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operations. | | | | | Increased attention to environmental, social, and governance matters and conservation measures may adversely impact our business or that of our manufacturers. | | | | | Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations. | | | | | Our business and financial results may be adversely affected due to MitoCareXs limited operating history, lack of revenue and history of operating losses. | | | | | If MitoCareX is unable to successfully develop and commercialize its anti-cancer small molecule therapeutics (ACSMT) or obtain required regulatory approvals, our business could be materially harmed. | | | | | We may be unable to raise the additional capital required to fund MitoCareXs development programs on acceptable terms, or at all, which could force us to delay, limit, reduce or terminate those programs. | | | | | Delays or failures in MitoCareXs early-stage pipeline, including its chemical scaffold and MITOLINE algorithm, could materially harm our business and our ability to achieve our strategic objectives. | | | | | We rely on third parties for key aspects of MitoCareXs development, manufacturing and clinical activities, which could increase costs and delay or prevent commercialization. | | | | | We are subject to risks relating to portfolio concentration. | | | | | Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations. | | | | | 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. | | | | | Our business depends to some extent on international transactions. | | | | | If we are unable to secure and maintain patent or other intellectual property protection for the intellectual property used in our products, our ability to compete will be harmed. | | | 28 | | | | | If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete will be harmed. | | | | | We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of managements attention, require us to pay damages and force us to discontinue selling our products. | | | | | We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property. | | | | | We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products or services. | | | | | If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation in our industry. | | | | | Regulatory reforms may adversely affect our ability to sell our products profitably. | | | | | Our investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments. | | | | | Climate-related risks may adversely affect Solterras business and our joint venture value. | | | | | Regulatory and Compliance Changes may Adversely Impact Solterras Operations and Our Joint Venture Value. | | | | | Permitting and Licensing Delays may Impact Solterras Project Timelines and Our Joint Venture Value. | | | | | Fluctuations in Electricity Tariffs may Impact Solterras Revenue and Our Joint Venture Value. | | | | | Supply Chain and Contractor Disruptions may Delay Solterras Projects and Affect Our Joint Venture Value. | | | | | Equipment Malfunctions and Downtime may Impact Solterras Operations and Our Joint Venture Value. | | | | | Intense Competition in the Renewable Energy Sector may affect Solterras Market Share and Our Joint Venture Value. | | | | | Joint Venture and Partnership Risks may Affect Solterras Projects and Our Joint Venture Value. | | | | | Safety and Operational Risks may Impact Solterras Business and Our Joint Venture Value. | | | | | The evolution of our business strategy may not be successful, and we may require additional financing, have increased operational costs or other financial harm to our business and financial condition | | | | | Conditions in Israel, including Israels conflicts with Hamas and other parties in the region, as well as political and economic instability, may adversely affect our operations and limit our ability to market our products, which would lead to a decrease in revenues. | | | | | We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products. | | | | | It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel. | | | | | If we fail to comply with the Nasdaq Capital Market listing requirements, we will be subject to potential delisting from the Nasdaq Capital Market. | | | | | The market price of our common stock may be highly volatile. | | | | | Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall. | | | | | We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders. | | | | | Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock. | | | | | If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted. | | | | | We may be subject to securities litigation, which is expensive and could divert management attention. | | | 29 | | | | | If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline. | | | | | We do not anticipate paying any cash dividends in the foreseeable future. | | | | | Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations. | | | | | Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences. | | | | | We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements. | | | | | We face risks related to compliance with corporate governance laws and financial reporting standards. | | | | | The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business. | | | | | If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations. | | **Risks Related to Our Financial Condition and Capital Requirements** **We have a history of operating losses and expect to incur additional losses in the future.** We have sustained losses in recent years, which as of December 31, 2025, accumulated to $38,528,000. We are likely to continue to incur significant net losses for at least the next several years as we continue to pursue our strategy, which is currently focused on converting pilots into paying customers, following lengthy sale cycles of at least two seasons. Our losses have had, and will continue to have, an adverse effect on our stockholders equity and working capital. Any failure to achieve and maintain profitability would continue to have an adverse effect on our stockholders equity and working capital and could result in a decline in our share price or cause us to cease operations. As discussed in Note 1 to the financial statements, as a result of these factors, there is substantial doubt about our ability to continue as a going concern. **We may need to raise significant additional capital, which we may be unable to obtain.** Our capital requirements in connection with our research and development activities and transition to commercial operations have been significant. We will require additional funds to continue running pilots and testing our technologies and products, to obtain intellectual property protection relating to our technologies, and to market our products. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If we are not able to procure adequate additional financing, we may not be able to fully implement our growth plans and we will be required to cease operations until such additional capital is raised. Any additional financings that we may require in the future will dilute the percentage ownership interests of our stockholders and may adversely affect our earnings and net book value per share. **Risks Related to Our Business, Industry and Business Operations** **We may not be successful in our efforts to complete and integrate current and/or future acquisitions, which could disrupt our current business activities and adversely affect our results of operations or future growth.** Any acquisition may involve many risks, including the risks of: | | | diverting managements attention and other resources from our ongoing business concerns; | | | | | entering markets in which we have no prior experience; | | | | | improperly evaluating new services, products and markets; | | | | | being unable to maintain uniform standards, controls, procedures and policies; | | | | | failing to comply with governmental requirements pertaining to acquisitions of local companies or assets by foreign entities; | | | | | being unable to integrate new technologies or personnel; | | | | | incurring the expenses of any undisclosed or potential liabilities; and | | | | | the departure of key management and employees. | | | 30 | | If we are unable to successfully complete future acquisitions, our ability to grow our business or to operate our business effectively could be reduced, and our business, financial condition and operating results could suffer. Even if we are successful in completing acquisitions, we cannot assure that we will be able to integrate the operations of the acquired business without encountering difficulty regarding different business strategies with respect to marketing and integration of personnel with disparate business backgrounds and corporate cultures. The integration of MitoCareX, which was incorporated in February 2022, is still in progress and, we cannot assure that such process will be completed without encountering difficulties. Further, in certain cases, mergers and acquisitions require special approvals, or are subject to scrutiny by the local authorities, and failing to comply with such requirements or to receive such approvals, may prevent or limit our ability to complete the acquisitions as well as expose us to legal proceedings prior or following the consummation of such acquisitions. In some cases, such proceedings, if initiated, may conclude in a requirement to divest portions of the acquired business. **We may not be successful in our efforts to complete and integrate current and/or future joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth.** We may face challenges in managing and integrating our PV joint venture with Solterra, as well as any future joint ventures, which could disrupt our current business activities and adversely affect our results of operations or future growth. Engaging in joint ventures involves several risks, including: | | | Diverting managements attention and resources from our ongoing business concerns; | | | | | Entering markets in which we have limited or no prior experience; | | | | | Improperly evaluating new services, products, and markets; | | | | | Being unable to maintain uniform standards, controls, procedures, and policies; | | | | | Failing to comply with governmental requirements related to joint ventures; | | | | | Being unable to integrate new technologies or personnel effectively; | | | | | Incurring expenses from undisclosed or potential liabilities; and | | | | | The departure of key management and employees. | | If we are unable to successfully manage and integrate our joint ventures, our ability to grow our business or operate effectively could be compromised, potentially impacting our business, financial condition, and operating results. Even if we succeed in forming joint ventures, we cannot guarantee seamless integration of operations without encountering difficulties related to differing business strategies, marketing approaches, and integration of personnel with diverse backgrounds and corporate cultures. Additionally, joint ventures may require special approvals or be subject to scrutiny by local authorities, and failing to comply with such requirements or obtain necessary approvals could limit our ability to complete joint ventures and expose us to legal proceedings. In some cases, such proceedings may result in a requirement to divest portions of the joint venture. **** **Conditions in the global economy, including inflation and recessionary pressures, may adversely affect our business, financial condition and results of operation.** The recent historically high inflation in the U.S., geopolitical issues, continuous increases in interest rates, unstable global conditions and changes in exchange rates have led to global economic instability. Macroeconomic conditions may adversely affect the industries in which we operate, including the biotechnology and renewable energy sectors. Inflation, rising interest rates and volatility in global financial markets may increase our research and development expenses, raise the cost of materials and services, disrupt supply chains or limit our access to capital. In addition, higher interest rates and economic uncertainty may reduce investments in renewable energy projects and slow the pace of development and commercialization of new technologies. and could, consequently, have a material adverse effect on our business, financial condition and results of operations. Moreover, the new Trump administration has recently imposed tariffs on certain U.S. imports, and indicated that he would impose a 25% tariff against all goods imported from Canada and Mexico, and a 10% tariff on certain imports from China; China and other countries have responded with retaliatory tariffs on certain U.S. exports. We cannot predict what effects these tariffs and potential additional tariffs will have on our business. However, these tariffs and other trade restrictions could increase our operating costs, reduce our gross margins or otherwise negatively impact our financial results. Changes in international trade policies, tariffs or other restrictions on imports of equipment or materials used in our technologies could also increase our operating costs or otherwise negatively affect our financial results. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations. | 31 | | **Increased attention to environmental, social, and governance (ESG) matters and conservation measures may adversely impact our business or that of our manufacturers.** Public companies are still facing scrutiny related to ESG practices and disclosures from certain investors, capital providers, shareholder advocacy groups, other market participants, and other stakeholder groups. For example, certain institutional and individual investors have requested various ESG-related information and disclosures as they increasingly incorporate ESG criteria in making investment and voting decisions. With this focus, public reporting regarding ESG practices is still broadly expected. The existing scrutiny may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition or results of operations. If our ESG practices and reporting do not meet investor or other stakeholder expectations, we may be subject to investor or regulator engagement regarding such matters. In addition, new sustainability rules and regulations may continue to be introduced in various states and other jurisdictions. Such climate change-related regulations or interpretations of existing laws may result in enhanced disclosure obligations that could negatively affect us and materially increase our regulatory burden. Increased regulations generally increase the costs to us, and those higher costs may continue to increase if new laws require additional resources, including spending more time, hiring additional personnel or investing in new technologies. Moreover, this could result in increased management time and attention to ensure we are compliant with the regulations and expectations. Our failure to comply with any applicable rules or regulations could lead to penalties and adversely impact our reputation, access to capital and employee retention. Such ESG matters may also impact third parties on which we rely, which may augment or cause additional impacts on our business, financial condition, or results of operations. **Our relationship with our employees could deteriorate, and certain key employees could leave, which could adversely affect our business and results of operations.** Our business involves complex operations and demands a management team to determine and implement our strategy and workforce that is knowledgeable and has expertise in many areas necessary for our operations. As a company focused on commercializing our completed pilots into paying customers in the highly-specialized horticultural post-harvest field, we rely on our ability to attract and retain skilled employees, consultants and contractors. The departure of highly skilled employees, consultants or contractors or one or more employees who hold key regional management positions could have an adverse impact on our operations. In addition, to execute our growth plan we must attract and retain highly qualified personnel. Competition for these employees exists; new members of management must have significant industry expertise when they join us or engage in significant training which, in many cases, requires significant time before they achieve full productivity. If we fail to attract, train, retain, and motivate our key personnel, our business and growth prospects could be severely harmed. Furthermore, we are dependent upon managers to oversee our operations. Thus, there can be no assurance that a managers experience will be sufficient to successfully achieve our business objectives. All decisions regarding the management of our affairs will be made exclusively by our officers and directors. In the event these people are ineffective, our business and results of operation would likely be adversely affected. **Risks Related to Business Operations of MitoCareX** **MitoCareX has no operating history.** MitoCareX is a drug discovery and development company with a current focus on oncology with a limited operating history upon which you can evaluate its business and prospects. MitoCareX commenced operations in 2022, has no products approved for commercial sale, and has not generated any revenue from the sale of its products. To date, MitoCareX has focused primarily on organizing and staffing its company, business planning, raising capital, building its proprietary computational platform, discovering potential Anti-Cancer Small Molecule Therapeutics (ACSMT), establishing its intellectual property portfolio, conducting research, establishing arrangements with third parties for the manufacture of ACSMT and supply of related raw materials, and providing general and administrative support for these operations. Its scientific approach to the discovery and development of ACSMT is unproven and MitoCareX does not know whether MitoCareX will be able to develop or obtain regulatory approval for any products of commercial value. MitoCareX has only one type of chemical scaffold of ACSMT in early development. MitoCareX has not yet completed any preclinical and clinical trials, successfully developed and validated a diagnostic test, obtained regulatory approvals, manufactured products on a commercial scale, or arranged for a third party to do so on its behalf, or conducted sales or marketing activities necessary for successful product commercialization. Consequently, any predictions made about its future success or viability may not be as accurate as they could be if MitoCareX had a history of successfully developing and commercializing biopharmaceutical products. | 32 | | MitoCareX has incurred significant operating losses since its inception and expects to incur significant losses for the foreseeable future. MitoCareX does not have any products approved for sale and has not generated any revenue since its inception. If MitoCareX is unable to successfully develop and obtain the requisite approval for and commercialize ACSMT, MitoCareX may never generate revenue. MitoCareX incurred net losses of $1,394,000 and $886,000 for the year ended December 31, 2025 and for the year ended December 31, 2024, respectively. As of December 31, 2025, MitoCareX had an accumulated deficit of $3,154,000. Substantially all of its losses have resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations. ACSMT will require substantial additional development time and resources before MitoCareX would be able to apply for or receive regulatory approvals and begin generating revenue from product sales. MitoCareX expects to continue to incur losses for the foreseeable future, and MitoCareX anticipates these losses will increase substantially as MitoCareX continues its development of, seeks regulatory approval for, and potentially commercializes ACSMT and seeks to discover and develop additional solutions as well as operate as a public company. To become and remain profitable, MitoCareX must succeed in discovering, developing, obtaining regulatory approvals for, and eventually commercializing products that generate significant revenue. This will require MitoCareX to be successful in a range of challenging activities, including preclinical studies and completing clinical trials of ACSMT, discovering additional ACSMTs, obtaining regulatory approval for these and manufacturing, marketing, and selling any products for which MitoCareX may need to obtain regulatory approval. MitoCareX is in the preliminary stages of these activities. MitoCareX may never succeed in these activities and, even if MitoCareX does, it may never generate revenue that is significant enough to achieve profitability. In addition, MitoCareX has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical industry. Because of the numerous risks and uncertainties associated with biopharmaceutical product development, MitoCareX is unable to accurately predict the timing or amount of increased expenses or when, or if, MitoCareX will be able to achieve profitability. Even if MitoCareX does achieve profitability, MitoCareX may not be able to sustain or increase profitability on a quarterly or annual basis. Its failure to become and remain profitable may have an adverse effect on its value and could impair its ability to raise capital, expand its business, maintain its research and development efforts, diversify its ACSMT pipeline, achieve its strategic objectives, or even continue its operations. A decline in the value of MitoCareX could also cause you to lose all or part of your investment. **MitoCareX will require substantial additional capital to finance its operations, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force it to delay, limit, reduce, or terminate ACSMT development programs, MITOLINE related validations and optimizations, commercialization efforts or other operations.** The development of ACSMT, including conducting preclinical studies and clinical trials, is a very time-consuming, capital-intensive, and uncertain process. Since its acquisition in October 2025, MitoCareXs operations have continued to consume substantial amounts of cash. The Company expects that MitoCareXs expenses to substantially increase in connection with MitoCareX ongoing activities, particularly when MitoCareX will conduct its ongoing and planned preclinical studies and clinical trials and potentially seeks regulatory approval for its ACSMT and any future ACSMT MitoCareX may develop. If MitoCareX obtains regulatory approval for ACSMT, the Company expects that MitoCareXs to incur significant commercialization expenses related to product manufacturing, marketing, sales, and distribution. Because the outcome of any preclinical study or clinical trial is highly uncertain, MitoCareX cannot reasonably estimate the actual amount of capital necessary to successfully complete the development and commercialization of ACSMT. The Company will need to obtain substantial additional funding to support MitoCareXs continuing operations. The ability to raise additional funds may be adversely impacted by global economic conditions, disruptions to, and volatility in, the credit and financial markets in the United States, inflation, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing by the Company more difficult, more costly, and more dilutive. If additional capital cannot be raised when needed or on attractive terms, the Company could be forced to delay, reduce, or eliminate MitoCareXs research and development programs or any future commercialization efforts, or even cease operations. | 33 | | The Company may also seek to finance MitoCareXs operations through public or private equity or debt financings or other capital sources of MitoCareX, including potential collaborations, licenses, and other similar arrangements involving MitoCareX. Such transactions could include the issuance of new equity interests in MitoCareX to third parties, which may dilute the Companys ownership and/or the value of its investment in MitoCareX. Its future capital requirements will depend on many factors, including, but not limited to: the initiation, type, number, scope, progress, expansions, results, costs, and timing of preclinical studies and clinical trials of ACSMT that MitoCareX is pursuing or may choose to pursue in the future, including the costs of any third-party products used as combination agents in its clinical trials; the costs and timing of manufacturing for ACSMT, including commercial manufacturing at sufficient scale, if any ACSMT is approved; the costs, timing, and outcome of regulatory meetings and reviews of ACSMT; the costs of obtaining, maintaining, enforcing, and protecting its patents and other intellectual property and proprietary rights; the costs associated with hiring additional personnel and consultants as its preclinical and clinical activities begin and increase; the costs and timing of establishing or securing sales and marketing capabilities if ACSMT is approved; its ability to achieve sufficient market acceptance, coverage, and adequate reimbursement from third-party payors and adequate market share and revenue for any approved products; patients willingness to pay out-of-pocket for any approved products in the absence of coverage and/or adequate reimbursement from third-party payors; the terms and timing of establishing and maintaining collaborations, licenses, and other similar arrangements; and costs associated with any products or technologies that MitoCareX may in-license or acquire. Conducting preclinical studies and clinical trials and discovering additional potential ACSMT is a time-consuming, expensive, and uncertain process that takes years to complete, and MitoCareX may never generate the necessary data or results required to obtain regulatory approval and commercialize ACSMT. In addition, ACSMT, if approved, may not achieve commercial success. Its commercial revenue, if any, will initially be derived from sales of products that MitoCareX does not expect to be commercially available for many years, if at all. Accordingly, MitoCareX will need to continue to rely on additional financing to achieve its business objectives. Adequate additional financing may not be available to MitoCareX on acceptable terms, or at all, including as a result of financial and credit market deterioration or instability, market-wide liquidity shortages, geopolitical events, or otherwise. **Raising additional capital may restrict MitoCareXs operations, or require it to relinquish rights to its ACSMT or other technologies.** If the Company raises additional funds through future collaborations, licenses, and other similar arrangements, it may be required to cause its subsidiary, MitoCareX, to relinquish valuable rights to MitoCareXs future revenue streams, ACSMT, intellectual property, or proprietary technology, or grant licenses on terms that may not be favorable to the Company and/or that may reduce the value of its common stock. If the Company is unable to raise additional funds through equity or debt financings or other arrangements when needed or on terms acceptable to it, the Company may be required to delay, limit, reduce, or terminate the product development or future commercialization efforts of MitoCareX, or grant rights to develop and market ACSMT that MitoCareX might otherwise prefer to develop and market itself, or on less favorable terms than would otherwise be chosen. | 34 | | **MitoCareX is early in its development efforts. All of its ACSMT programs are still in the preclinical or discovery stage. Its MITOLINE algorithm requires further validations and optimizations. If MitoCareX is unable to successfully develop, obtain regulatory approval, and ultimately commercialize any current or future ACSMT or its MITOLINE algorithm, or experience significant delays in doing so, its business will be materially harmed.** MitoCareX is early in its development. All ACSMT programs are still in the development stage. MitoCareX has invested substantially most of its efforts to date in developing ACSMT, identifying other potential targets for therapeutic pursuit, and continuing to develop its proprietary MITOLINE algorithm. MitoCareX will need to progress through first-in-human clinical trials and progress its other ACSMT programs through additional preclinical studies to enable it to submit INDs to the FDA and receive allowance from the FDA to proceed with initiating their clinical development. Its ability to generate product revenue will depend heavily on the successful development and eventual commercialization of ACSMT. MitoCareX does not expect this to occur for many years, if ever. The success of ACSMT will depend on several factors, including the following: successful initiation and enrollment of clinical trials, and timely completion of hit-to-lead development of its ACSMT, preclinical studies and clinical trials with favorable results; allowance to proceed with clinical trials for ACSMT under INDs by the FDA, or under similar regulatory submissions by comparable foreign regulatory authorities; the frequency and severity of adverse events observed in clinical trials and preclinical studies; maintaining and establishing relationships with contract research organizations (CROs) and clinical sites for the clinical development of ACSMT, and ability of such CROs and clinical sites to comply with clinical trial protocols, Good Clinical Practice requirements (GCPs) and other applicable requirements; demonstrating the safety and efficacy of ACSMT to the satisfaction of applicable regulatory authorities, including by establishing a safety database of a size satisfactory to regulatory authorities; successful development, validation, and regulatory approval of companion diagnostic tests for use in patient selection with ACSMT, if required; receipt of regulatory approvals from applicable regulatory authorities, including approvals of new drug applications (NDAs), from the FDA and maintaining such approvals; maintaining relationships with its third-party manufacturers and their ability to comply with current Good Manufacturing Practice requirements (cGMPs) as MitoCareX will be making arrangements with its third-party manufacturers for, or establishing its own, commercial manufacturing capabilities at a cost and scale sufficient to support commercialization; establishing sales, marketing, and distribution capabilities and launching commercial sales of its products, if and when approved, whether alone or in collaboration with others; obtaining, maintaining, protecting, and enforcing any patent and trade secret protection, patent term extensions (if applicable) and/or regulatory exclusivity for ACSMT; maintaining an acceptable safety profile of its products following regulatory approval, if any; maintaining and growing an organization of people who can develop and commercialize its products; and acceptance of its products, if approved, by patients, the medical community, and third-party payors. If MitoCareX is unable to develop, obtain regulatory approval for, or, if approved, successfully commercialize ACSMT, or if MitoCareX experience delays as a result of any of the above factors or otherwise, its business would be materially harmed. | 35 | | **Risks Related to Intellectual Property** **If we are unable to secure and maintain patent or other intellectual property protection for our products, our ability to compete may be harmed.** Our commercial success depends, in part, on obtaining and maintaining patent and other intellectual property protection for the proprietary blend used in our products and our manufacturing process, as well as continuing to develop and secure trade secrets. We might in the future opt to license intellectual property from other parties. If we, or the other parties from whom we may license intellectual property, fail to obtain and maintain adequate patent or other intellectual property protection for intellectual property used in our products, or if any protection is reduced or eliminated, others could use the intellectual property used in our products, resulting in harm to our competitive business position. In addition, patent and other intellectual property protection may not provide us with a competitive advantage against competitors that devise ways of making competitive products without infringing any patents that we own or to which we have rights. U.S. patents and patent applications may be subject to interference proceedings, and U.S. patents may be subject to re-examination proceedings in the U.S. Patent and Trademark Office. Foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent offices. Any of these proceedings could result in loss of the patent or denial of the patent application, or loss or reduction in the scope of one or more of the claims of the patent or patent application. Changes in either patent laws or in interpretations of patent laws may also diminish the value of our intellectual property or narrow the scope of our protection. Interference, re-examination and opposition proceedings may be costly and time consuming, and we, or the other parties from whom we might potentially license intellectual property, may be unsuccessful in defending against such proceedings. Thus, any patents that we own or might license may provide limited or no protection against competitors. In addition, our pending patent applications and those we may file in the future may have claims narrowed during prosecution or may not result in patents being issued. Even if any of our pending or future applications are issued, they may not provide us with adequate protection or any competitive advantages. Our ability to develop additional patentable technology is also uncertain. Non-payment or delay in payment of patent fees or annuities, whether intentional or unintentional, may also result in the loss of patents or patent rights important to our business. Many countries, including certain countries in Europe, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to other parties. In addition, many countries limit the enforceability of patents against other parties, including government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of the patent. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. **If we are unable to prevent unauthorized use or disclosure of our proprietary trade secrets and unprotected know-how, our ability to compete may be harmed.** Proprietary trade secrets, copyrights, trademarks, and unprotected know-how are also very important to our business. We rely on a combination of trade secrets, copyrights, trademarks, confidentiality agreements and other contractual provisions and technical security measures to protect certain aspects of our technology, especially where we do not believe that patent protection is appropriate or obtainable. We require our office holders, employees, consultants, and distributors of our products and most third parties to execute confidentiality agreements in connection with their relationships with us. However, these measures may not be adequate to safeguard our proprietary intellectual property and conflicts may, nonetheless, arise regarding ownership of inventions. Such conflicts may lead to the loss or impairment of our intellectual property or to expensive litigation to defend our rights against competitors who may be better funded and have superior resources. Our office holders, employees, consultants, and other advisors may unintentionally or willfully disclose our confidential information to competitors. In addition, confidentiality agreements may be unenforceable or may not provide an adequate remedy in the event of unauthorized disclosure. Enforcing a claim that a third party illegally obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. Moreover, our competitors may independently develop equivalent knowledge, methods, and know-how. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. As a result, other parties may be able to use our proprietary technology or information, and our ability to compete in the market may be harmed. | 36 | | **We could become subject to patent and other intellectual property litigation that could be costly, result in the diversion of managements attention, require us to pay damages and force us to discontinue selling our products.** Determining whether a product infringes a patent involves complex legal and factual issues, and the outcome of a patent litigation action is often uncertain. No assurance can be given that patents containing claims covering our products, parts of our products, technology or methods do not exist, have not been filed or could not be filed or issued. Furthermore, our competitors or other parties may assert that our products and the methods we employ in the use of our products are covered by U.S. or foreign patents held by them. In addition, because patent applications can take many years to issue and because publication schedules for pending applications vary by jurisdiction, there may be applications now pending of which we are unaware, and which may result in issued patents which our current or future products infringe. Also, because the claims of published patent applications can change between publication and patent grant, there may be published patent applications with claims that we infringe. There could also be existing patents that one or more of our products or parts may infringe and of which we are unaware. As the number of competitors in the post-harvest market grows, and as the number of patents issued grows, the possibility of patent infringement claims against us increases. Infringement actions and other intellectual property claims and proceedings brought against or by us, whether with or without merit, may cause us to incur substantial costs and could place a significant strain on our financial resources, divert the attention of management from our business and harm our reputation. Some of our competitors may be able to sustain the costs of complex patent or intellectual property litigation more effectively than we can because they have substantially greater resources. We cannot be certain that we will successfully defend against allegations of infringement of patents and intellectual property rights of others. In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the other partys patents or other intellectual property were upheld as valid and enforceable and we were found to infringe the other partys patents or violate the terms of a license to which we are a party, we could be required to pay damages. We could also be prevented from selling our products unless we could obtain a license to use technology or processes covered by such patents or will be able to redesign the product to avoid infringement. A license may not be available at all or on commercially reasonable terms or we may not be able to redesign our products to avoid infringement. Modification of our products or development of new products could require us to conduct clinical trials and to revise our filings with the applicable regulatory bodies, which would be time-consuming and expensive. In these circumstances, we may be unable to sell our products at competitive prices or at all, our business and operating results could be harmed. **We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.** We may be subject to claims that former employees, collaborators, or other third parties have an ownership interest in our patents or other intellectual property. Ownership disputes may arise in the future, for example, from conflicting obligations of consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. **We may experience claims that our products infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products or services.** We continually seek to improve our business processes and develop new products and applications in a crowded patent space that we must continually monitor to avoid infringement. We cannot guarantee that we will not experience claims that our processes and products infringe issued patents (whether present or future) or other intellectual property rights belonging to others. | 37 | | From time to time, we oppose patent applications that we consider overbroad or otherwise invalid in order to maintain the ability to operate freely in our various business lines without the risk of being sued for patent infringement. If, however, patents are subsequently issued on any such applications by other parties, or if patents belonging to others already exist that cover our products, processes or technologies, we could experience claims for infringement or have to take other remedial or curative actions to continue our manufacturing and sales activities with respect to one or more products. Likewise, our competitors may also already hold or have applied for patents in the United States or abroad that, if enforced or issued, could prevail over our patent rights or otherwise limit our ability to manufacture or sell one or more of our products in the United States or abroad. Any actions asserted against us could require payment of damages for infringement, enjoining the use of said product, or a requirement that we obtain licenses from these parties or substantially re-engineer our products or processes in order to avoid infringement. We may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer our products successfully. Further, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert our managements attention from operating our business. **Risks Related to Regulatory Compliance** **If we or our contractors or service providers fail to comply with laws and regulations, we or they could be subject to regulatory actions, which could affect our ability to develop, market and sell our products or future products that we may develop and may harm our reputation in our industry.** If we or our manufacturers or other third-party contractors fail to comply with applicable federal, state or foreign laws or regulations, including with respect to food treatment, we could be subject to regulatory actions, which could affect our ability to develop, market and sell our current products or any future products which we may develop in the future and could harm our reputation and lead to reduced demand for or non-acceptance of our proposed products by the market. **Regulatory reforms may adversely affect our ability to sell our products profitably.** From time to time, legislation is drafted and introduced in the United States, Mexico, Israel or other countries in which we operate, that could significantly change the statutory provisions governing the clearance or approval, manufacture and marketing of our products, including in the food health industry. In addition, regulations and guidance may often be revised or reinterpreted by the regulatory authorities in ways that may significantly affect our business and our products. It is impossible to predict whether legislative changes will be enacted, or interpretations changed, and what the impact of such changes, if any, may be. **Risks Related to Our Investment in Solar Energy** **Our investment in the solar energy sector is both for strategic and financial reasons but we may not realize a return on our investments.** We have made, and continue to seek to make, investments in the solar energy sector, by and through our collaboration with Solterra, which we believe furthers our strategic objectives and supports our business initiatives. We have thus far invested in certain PV Projects in Europe and do not restrict ourselves from pursuing additional investments in the solar energy sector. If any project in which we invest fails, we could lose all or part of our investment in that project. If we determine that an other-than-temporary decline in the fair value exists for any such investment, we will have to write down the investment to its fair value and recognize the related write-down as an investment loss. The performance of any of these investments could result in significant impairment charges and gains (losses) on other equity investments. We must also analyze accounting and legal issues when making these investments. If we do not structure these investments properly, we may be subject to certain unfavorable accounting impact, such as potential consolidation of financial results. Furthermore, if the strategic objectives of an investment have been achieved, or if the investment diverges from our strategic objectives, we may seek to dispose of the investment. The occurrence of any of these events could harm our results. **** | 38 | | **** **Climate-Related Risks May Adversely Affect Solterras Business and Our Joint Venture Value** Solterras renewable energy power generation is subject to climate conditions, which could materially and adversely affect its business and, in turn, the value of our joint venture. The ability to generate electricity using PV technology and the revenue from electricity sales are significantly impacted by weather conditions. PV plant output depends on sunlight intensity and other climate parameters, such as sunshine hours, temperature, atmospheric pressure, and wind patterns. Extensive cloud cover, wind, humidity, temperatures significantly different from the annual average, and extreme weather changes may reduce electricity generation, impacting revenue and profitability. Unpredictable natural disasters, such as floods, sandstorms, and earthquakes, may cause shutdowns and damage constructed PV Projects, affecting their operational lifespan and profitability. Any adverse impact on Solterras business could negatively affect the value of our joint venture. **Regulatory and Compliance Changes May Adversely Impact Solterras Operations and Our Joint Venture Value** The renewable energy sector is highly regulated. Solterras PV projects are subject to various laws and regulations in the jurisdictions where Solterra operates, including those related to permitting, licensing, incentives, tariffs, and electricity pricing. Changes in these laws and regulations, or Solterras failure to comply with them, could have a material adverse effect on its business, financial condition and results of operations, which could in turn negatively affect the value of our joint venture. **Permitting and Licensing Delays May Impact Solterras Project Timelines and Our Joint Venture Value** The construction and operation of renewable energy projects require permits, subject to the nature and scope of the activity. Solterras PV projects are subject to approvals and permits from regulatory bodies and authorities in its countries of operation. There is no assurance that all necessary permits and approvals for Solterras PV projects will be granted, whether conditionally or unconditionally, or in a timely manner, potentially causing delays in PV project timelines and impacting their feasibility. Delays or failure to obtain necessary permits could negatively affect Solterras business and, in turn, the value of our joint venture. **Fluctuations in Electricity Tariffs May Impact Solterras Revenue and Our Joint Venture Value** Electricity tariffs significantly impact Solterras revenue and profitability. Solterras facilities are designed to connect to electricity grids in various countries, sometimes at a tariff set by relevant regulations or exposed to fluctuating market electricity prices. A decrease in tariffs paid for renewable energy generation, especially solar energy, may negatively affect Solterras revenue and profitability. Any decline in Solterras revenue or profitability could negatively affect the value of our joint venture. **Supply Chain and Contractor Disruptions May Delay Solterras Projects and Affect Our Joint Venture Value** Solterras projects rely on the timely delivery of equipment and materials and the performance of contractors and subcontractors. Disruptions to supply lines, closure or shutdown of airports and/or ports due to security, health, strikes, or other events may lead to disruptions in the supply chain of various PV Project components, consequently delaying their construction or required maintenance. Furthermore, termination of agreements with contractors and/or subcontractors, or changes in the costs of their services, could lead to project delays, increased costs, and failure to meet timelines, potentially impacting the economic feasibility of PV projects. Any of these issues could negatively affect Solterras business and, in turn, the value of our joint venture. **Equipment Malfunctions and Downtime May Impact Solterras Operations and Our Joint Venture Value** Solterras future revenue depends, among other things, on the proper functioning of its projects and electricity generation. Malfunctions in Solterras facilities and PV projects may result from product use and wear, as well as from terrorism, sabotage, accidents, theft, fires, earthquakes, extreme climate changes, natural disasters, and other unexpected adversities. These issues, as well as the need for Solterra to provide services following events requiring equipment repair and/or replacement, may cause delays in project timelines and incur significant additional costs. Any significant equipment malfunction or project downtime could negatively affect Solterras business and, in turn, the value of our joint venture. | 39 | | **Intense Competition in the Renewable Energy Sector May Affect Solterras Market Share and Our Joint Venture Value** The renewable energy sector is highly competitive. Solterra faces competition from various companies in the renewable energy sector, some of which are large and well-established. Increased competition could negatively impact Solterras market share, business, revenue, and cash flow. This increased competition could also affect the value of our joint venture. **Joint Venture and Partnership Risks May Affect Solterras Projects and Our Joint Venture Value** Solterra engages in joint ventures and other collaborations with partners for certain projects. Disputes or the financial difficulties of a partner could negatively affect Solterras PV projects and its financial results, which could in turn negatively affect the value of our joint venture. **Safety and Operational Risks May Impact Solterras Business and Our Joint Venture Value** The activities performed by Solterra through external contractors involve safety risks. Workplace accidents may expose workers and subcontractors employees to physical and psychological harm and loss of earning capacity. Although Solterra requires contractors to implement necessary safety measures, this does not preclude accidents. Insurance policies may not fully cover damages, potentially leading to significant expenses for Solterra. Any significant safety incidents or operational issues could negatively affect Solterras business and, in turn, the value of our joint venture. **Risks Related to Our Operations in Israel** **Conditions in Israel and regional instability may adversely affect our operations.** All of our employees, including our management team, operate from locations in Israel. In addition, all of our directors are residents of Israel. Accordingly, military, political, and economic conditions in Israel may directly affect our business. Israel has experienced, and may in the future experience, armed conflicts, terrorist activity, civil unrest, and political instability, which could disrupt our operations and supply chain. Such conditions may result in the call-up of our employees for military reserve duty for extended periods, reducing workforce availability. Armed conflict or terrorist activity may cause physical damage to our facilities or to public infrastructure, utilities, and telecommunications networks in Israel, and Israeli companies may face heightened cybersecurity threats during periods of regional tension. These disruptions could lead to increased operating costs, challenges to business continuity, risks to employee safety, and difficulties in delivering products and services in a timely manner. In addition, counterparties to our agreements may assert force majeure claims based on security conditions in Israel, which could affect our ability to meet contractual obligations or enforce the obligations of others. Regional instability and armed conflict may have broader adverse effects on economic and financial conditions in Israel, including effects on credit markets, currency valuation, inflation, and labor markets. Prolonged conflicts have in the past required significant mobilization of military reservists, including personnel employed in the sector in which we operate, which may affect workforce availability across the industry. Such conditions may also result in credit rating changes for Israel, which could adversely affect access to capital and general business conditions. Our commercial insurance does not cover losses resulting from war or terrorist attacks. While the Israeli government has in the past provided compensation for certain damages caused by such events, we cannot assure you that such government compensation programs will continue, or if continued, will be sufficient to compensate us fully for any losses incurred. As of the date of this report, the impact of regional security conditions on our results of operations and financial condition has not been material; however, such impact could increase and may become material if conditions deteriorate. Any significant losses or damages incurred by our Israeli operations as a result of armed conflict, terrorist activity, or related instability could have a material adverse effect on our business, financial condition, and results of operations. | 40 | | **We may not be able to enforce covenants not-to-compete under current Israeli law that might result in added competition for our products.** We have non-competition agreements with all of our employees, all of which are governed by Israeli law. These agreements prohibit our employees from competing with or working for our competitors, generally during their employment and for up to 12 months after termination of their employment. However, Israeli courts are reluctant to enforce non-compete undertakings of former employees and tend, if at all, to enforce those provisions for relatively brief periods of time in restricted geographical areas, and only when the employee has obtained unique value to the employer specific to that employers business and not just regarding the professional development of the employee. If we are not able to enforce non-compete covenants, we may be faced with added competition. **It may be difficult to acquire jurisdiction and enforce liabilities against our officers and directors who are based in Israel.** All of our officers and directors reside outside of the United States and most of our operations are located outside the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws. Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and Israel would permit effective enforcement of criminal penalties of the federal securities laws. **Risks Related to Ownership of Our Common Stock** **The market price of our common stock may be highly volatile.** The market price of our common stock is likely to be volatile. Our common stock price could be subject to wide fluctuations in response to a variety of factors, including the following: | | | reports of adverse events with respect to the commercialization and distribution of our products; | | | | | | | | | | inability to obtain additional funding; | | | | | | | | | | failure to successfully develop and commercialize our products; | | | | | | | | | | failure to enter into strategic collaborations; | | | | | | | | | | failure by our company or strategic collaboration partners to prosecute, maintain or enforce our intellectual property rights; | | | | | | | | | | changes in laws or regulations applicable to future products; | | | | | | | | | | inability to scale up our manufacturing capabilities through third-party manufacturers, inability to obtain adequate product supply for our products or the inability to do so at acceptable prices; | | | | | | | | | | introduction of new products or technologies by our competitors; | | | | | failure to meet or exceed financial projections we may provide to the public; | | | | | | | | | | failure to meet or exceed the financial expectations of the investment community; | | | | | | | | | | announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by our competitors; | | | 41 | | | | | disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our platform technologies, technologies, products or product candidates; | | | | | | | | | | additions or departures of key scientific or management personnel; | | | | | | | | | | significant lawsuits, including patent or stockholder litigation; | | | | | | | | | | changes in the market valuations of similar companies; | | | | | | | | | | sales of our securities by us or our stockholders in the future; and | | | | | | | | | | trading volumes of our securities. | | In addition, companies trading in the stock market have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. **Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our share price to fall.** Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock. **We may need additional capital, and the sale of additional shares or equity or debt securities could result in additional dilution to our stockholders.** We may require additional cash resources due to changed business conditions or other future developments, including adverse effects to our business from global inflation and recession related issues. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain one or more credit facilities. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. It is uncertain whether financing will be available in amounts or on terms acceptable to us, if at all. **Nevada law and provisions in our articles of incorporation and bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our common stock.** Our status as a Nevada corporation and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our articles of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following: | | | our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter; | | | | | | | | | | our board of directors is classified into three classes of directors with staggered three-year terms; | | | | | | | | | | a special meeting of our stockholders may only be called by a majority of our board of directors; | | | | | | | | | | advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders; and | | | | | | | | | | certain litigation against us can only be brought in Nevada. | | | 42 | | These provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock. **If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.** **** Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among other things, that the minimum bid price for the listed securities not fall below $1.00 per share for a period of 30 consecutive trading days and that we maintain a minimum of $2,500,000 in shareholders equity. We have in the past fallen out of compliance with certain continued listing standards including the minimum bid price requirement although we have subsequently been able to regain compliance. No assurance however can be given that we will continue to be in compliance with the continued listing requirements of the Nasdaq Capital Market. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our common stock. A delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities. **We may be subject to securities litigation, which is expensive and could divert management attention.** In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of managements attention and resources, which could seriously hurt our business. Any adverse determination in litigation could also subject us to significant liabilities. **If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our common stock, our stock price and trading volume could decline.** The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our shares, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analysts who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. **We do not anticipate paying any cash dividends in the foreseeable future.** We have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay cash dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. **General Risk Factors** **Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.** We believe that an appropriate information technology (IT), infrastructure is important in order to support our daily operations and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, or if we are unable to successfully modify our management information systems or respond to changes in our business needs, we may not be able to effectively manage our business, and we may fail to meet our reporting obligations. Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our business and results of operations. | 43 | | In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. Since the beginning of the war between Israel and Hamas which began on October 7, 2023, Israeli and Israeli associated companies have become more frequently the target of cyberattacks. As such, the risk of a cyberattack against our IT systems may become heightened. We can provide no assurance that our current IT system or any updates or upgrades thereto and the current or future IT systems of our distributors use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes. We have experienced and expect to continue to experience actual or attempted cyber-attacks on our IT networks. Although none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future. **Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.** We are subject to the FCPA and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business, both domestically and abroad. These laws generally prohibit us and our employees from improperly influencing government officials or commercial parties in order to obtain or retain business, direct business to any person or gain any advantage. The FCPA and other applicable anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and bribery committed by our third-party business partners, representatives and agents. In addition, we leverage third parties to sell our products and conduct our business abroad. We and our third-party business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, channel partners and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation of our policies or applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence is established and as we increase sales and operations in foreign jurisdictions. Any violation of the FCPA or other applicable anti-bribery, anti-corruption laws and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, substantial diversion of managements attention, a decline in the market price of our common stock or overall adverse consequences to our reputation and business, all of which may have an adverse effect on our results of operations and financial condition. **We incur additional increased costs as a result of the listing of our common stock for trading on Nasdaq, and our management is required to devote substantial time to new compliance initiatives and reporting requirements.** As a public company, we incur significant accounting, legal and other expenses as a result of the listing of our common stock on Nasdaq. These include costs associated with corporate governance requirements of the Securities Exchange Commission, or the SEC, and the Marketplace Rules of Nasdaq, as well as requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. These rules and regulations increase our legal and financial compliance costs, introduce costs such as investor relations, stock exchange listing fees and stockholder reporting, and make some activities more time consuming and costly. Any future changes in the laws and regulations affecting public companies in the United States, including Section 404 and other provisions of the Sarbanes-Oxley Act, the rules and regulations adopted by the SEC and the rules of the Nasdaq Stock Market may result in increased costs to our company as we respond to such changes. These laws, rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. | 44 | | **We face risks related to compliance with corporate governance laws and financial reporting standards.** The Sarbanes-Oxley Act of 2002, as well as related rules and regulations implemented by the SEC and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, have materially increased the legal and financial compliance costs of small companies and have made some activities more time-consuming and more burdensome. **The ongoing conflict in Ukraine may result in market volatility that could adversely affect our business.** In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the west, including the U.S. Russias invasion, the responses of countries and political bodies to Russias actions, the larger overarching tensions, and Ukraines military response and the potential for wider conflict may increase financial market volatility and could have severe adverse effects on regional and global economic markets. The foregoing may adversely affect our customers ability to sell produce to Russia or other countries in the geographic vicinity. Following Russias actions, various countries, including the U.S., Canada, the United Kingdom, Germany and France, as well as the European Union, issued broad-ranging economic sanctions against Russia. Such sanctions included, among other things, a prohibition on doing business with certain Russian companies, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. To date the ongoing conflict has not affected our financial condition, yet the current sanctions (and potential further sanctions in response to continued Russian military activity) and other actions may have adverse effects on regional and global economic markets, and may result in increased volatility in the price of our common stock. **If we fail to implement and maintain effective internal control over financial reporting, we may be unable to report our financial results accurately or meet our reporting obligations.** The process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404(a) and whether there are any material weaknesses or significant deficiencies in our existing internal controls requires the investment of substantial time and resources, including by our Chief Executive Officer, Chief Financial Officer and other members of our senior management and finance team. This determination and any remedial actions required could divert internal resources and take a significant amount of time and effort to complete and could result in our company incurring additional costs that we did not anticipate, including the hiring of outside consultants. We could experience higher than anticipated operating expenses and higher independent auditor fees during and after the implementation of these changes. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we identify future material weaknesses in our internal control of financial reporting, and if we are unable to implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting and/or results of operations and could result in an adverse opinion on internal controls from our management and, once we lose our emerging growth company status, our independent auditors. Further, if our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned, and our share price may suffer. | 45 | | **Item 1b. unresolved staff comments** None. **Item 1C. Cybersecurity** The Company engages a third-party provider to maintain our systems and management participates in the assessment to identify any risks from cybersecurity threats. Our third-party provider monitors our firewall, network, system security and internal and external backups and reports any issues to the Company. The Companys Board, together with management, is engaged in our cybersecurity monitoring managed by our third-party provider and it is constantly changing. Any issues are appropriately addressed timely. To date, we have not experienced any cybersecurity incidents that materially affected our business strategy, results of operations or financial condition. **Item 2. properties** We lease office space in Miami, Florida. We renewed our lease in December 2025 for one year until December 2026, with an option to renew it for an additional one-year term. Our current monthly rent payment is $703. Additionally, laboratory and office facilities used by our subsidiary MitoCareX are located at the Daren Labs facility in Ness Ziona, Israel. Pursuant to a services agreement extended in October 2025, MitoCareX leases laboratory and office space consisting of several laboratory and office rooms. The agreement is in effect through October 31, 2026. The current monthly payment for the use of these facilities is approximately NIS 33,250 (approximately $10,400) plus VAT. Our former commercialization and manufacturing operations, which are classified as discontinued operations, were conducted at Neve Yarak (Israel) where we lease approximately 230 square meters of space to run our trials. The lease expired on August 31, 2025, and was extended for an additional one-year period, until August 31, 2026. Our current monthly rent payment is NIS 7,000 (approximately $2,200). **item 3. legal proceedings** There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Companys property is not the subject of any pending legal proceedings. **item 4. mine safety disclosures.** Not applicable. | 46 | | **part II** **item 5. market for registrants common equity, related stockholder matters and issuer purchases OF EQUITY SECURITIES** **Market Information** Our common stock was traded on the Nasdaq Capital Market under the symbol SVFD until March 18, 2024, and thereafter under the symbol NITO until February 25, 2026. In connection with our name change on February 26, 2026, our stock began trading under the symbol NXTS. The last reported sales price of our common stock on Nasdaq on March 30, 2026, was $0.625 per share. **Holders** As of March 30, 2026, there were 183 holders of record of our common stock. **Dividend Policy** We have never paid cash dividends on any of our capital stock, and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future. **Securities Authorized for Issuance under Equity Compensation Plans** We have two equity compensation plans: the 2018 Equity Incentive Plan and the 2022 Share Incentive Plan. The following table provides information regarding our equity compensation plans as of December 31, 2025. | Plan Category | | (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | (b) Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | | | (c) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | | | Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | 2018 Plan | | | 517 | | | $ | 812.05 | | | | 641 | | | | 2022 Plan | | | 146,779 | | | $ | 7.54 | | | | 864,700 | | | | Total equity compensation plans approved by stockholders | | | 147,296 | | | $ | 819.59 | | | | 865,341 | | | | Equity compensation plans not approved by security holders | | | - | | | | - | | | | - | | | 2018 Equity Incentive Plan The 2018 Equity Incentive Plan (the 2018 Plan) provides for the grant of incentive stock options to employees of our company, including officers and directors, and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares and other stock or cash awards as the board of directors determine, to our employees, directors and consultants. 641 shares of common stock were reserved for issuance under the 2018 Plan. 2022 Share Incentive Plan The 2022 Share Incentive Plan (the 2022 Plan) provides for the grant of incentive stock options and nonqualified stock options, restricted shares of common stock, restricted stock units and other share-based awards to any employee, director, officer, consultant, advisor and any other person or entity who provides services to our company or any parent, subsidiary, or affiliate. 864,700 shares of common stock are reserved for issuance under the 2022 Plan. The 2022 Plan is currently administered by the board of directors. Subject to the provisions of the 2022 Plan, the board determines subject to applicable law, awards granted thereunder, designates recipients of awards, determines and amends the terms of awards, including any vesting schedule applicable to an award. The board also has the authority to amend and rescind rules and regulations relating to the 2022 Plan or terminate the 2022 Plan at any time before the date of expiration of its ten-year term. | 47 | | The 2022 Plan provides for granting awards under various tax regimes, including, without limitation, in compliance with Section 102 of the Israeli Income Tax Ordinance (New Version), 5721-1961 (the Ordinance), and Section 3(i) of the Ordinance and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code. Section 102 of the Ordinance allows employees, directors and officers who are not controlling stockholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options. Our non-employee service providers and controlling stockholders may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Awards granted under the 2022 Plan to U.S. residents may qualify as incentive stock options within the meaning of Section 422 of the Code. The exercise price for incentive stock options must not be less than the fair market value on the date on which an option is granted, or 110% of the fair market value if the option holder holds more than 10% of our share capital. Notwithstanding the foregoing provisions, options may be granted with a per share exercise price of less than 100% of the fair market value per share on the date of grant pursuant to the issuance or assumption of an option in a transaction to which Section 424(a) of the Code applies in a manner consistent with said Section 424(a). With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2022 Plan, the board may, in its discretion, accept cash, provide for net withholding of shares in a cashless exercise mechanism or direct a securities broker to sell shares and deliver all or a part of the proceeds to our company or the trustee. In the event of termination of a grantees employment or service with us or any of our affiliates, all vested and exercisable awards held by such grantee as of the date of termination generally may be exercised within three months after such date of termination. After such three-month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the 2022 Plan. In the event of termination of a grantees employment or service with the company or any of its affiliates due to such grantees death, permanent disability or retirement, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantees legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the twelve months period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the 2022 Plan. Notwithstanding any of the foregoing, if a grantees employment or services with the company or any of its affiliates is terminated for cause (as defined in the 2022 Plan), all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and the shares covered by such awards shall again be available for issuance under the 2022 Plan. Other than by will, the laws of descent and distribution or as otherwise provided under the 2022 Plan, neither the options nor any right in connection with such options are assignable or transferable. In the event of a share split, reverse share split, share dividend, recapitalization, combination or reclassification of our shares, or any other increase or decrease in the number of issued shares effected without receipt of consideration by our company (but not including the conversion of any convertible securities of our company), the board in its sole discretion shall make an appropriate adjustment in the number of shares related to each outstanding award and to the number of shares reserved for issuance under the 2022 Plan, to the class and kind of shares subject to the 2022 Plan, as well as the exercise price per share of each outstanding award, as applicable, the terms and conditions concerning vesting and exercisability and the term and duration of outstanding awards, or any other terms that the board adjusts in its discretion, or the type or class of security, asset or right underlying the award (which need not be only that of our company, and may be that of the surviving corporation or any affiliate thereof or such other entity party to any of the above transactions); provided that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole share unless otherwise determined by the administrator. In the event of a distribution of a cash dividend to all stockholders, the administrator may determine, without the consent of any holder of an award, that the exercise price of an outstanding and unexercised award shall be reduced by an amount equal to the per share gross dividend amount distributed by us, subject to applicable law. | 48 | | In the event of a merger or consolidation of our company, or a sale of all, or substantially all, of our shares or assets or other transaction having a similar effect on us, or change in the composition of the board of directors, or liquidation or dissolution, or such other transaction or circumstances that the board of directors determines to be a relevant transaction, then without the consent of the grantee, the administrator may but is not required to (i) cause any outstanding award to be assumed or substituted by such successor corporation, or (ii) regardless of whether or not the successor corporation assumes or substitutes the award (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of vesting of unvested awards, or (b) cancel the award and pay in cash, shares of our company, the acquirer or other corporation which is a party to such transaction or other property as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such event amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate. On July 31, 2023, our board of directors and on October 2, 2023, our stockholders approved an amendment to the 2022 Plan to increase the number of shares of common stock authorized for issuance under the 2022 Plan by an additional 26,531 shares from 4,082 shares to 30,613 shares of our common stock. On September 9, 2024, our board of directors approved and on November 13, 2024, our stockholders approved an amendment to the 2022 Plan to further increase the number of shares of common stock authorized for issuance under the 2022 Plan by an additional 314,286 shares to 344,899 shares of our common stock and on December 16, 2025, our stockholders approved an amendment to the 2022 Plan to further increase the number of shares of common stock authorized for issuance under the 2022 Plan by an additional 750,000 shares to 1,094,899 shares of our common stock **Recent Sales of Unregistered Securities** There were no sales of common stock equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by us. **Issuer Purchases of Equity Securities** During the year ended December 31, 2025, we did not purchase any of our equity securities. **Item 6. selected financial data** [Reserved] | 49 | | **item 7. managements discussion and analysis of financial condition and results of operations** The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Annual Report. In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See Forward-looking Statements for a discussion of the uncertainties and assumptions associated with these statements. Our actual results may differ materially from those discussed below.* **Overview** MitoCareX is a drug discovery company dedicated to the development of cancer therapeutics by targeting the mitochondrial carrier family (SLC25A protein family) with a specific focus on one undisclosed SLC25A protein of interest. The companys core technology and know-how relate to structural biology combined with computational chemistry a knowledge that can be utilized for potentially each of the 53 protein members belonging to the SLC25A family (i.e., a platform-based drug discovery company). MitoCareXs current focus is on Non-Small Cell Lung Cancer (NSCLC) therapeutics however it may consider other oncology and non-oncology indications in the future. MitoCareXs mission is to be the foremost biopharma company that develops and delivers transformative metabolic-based therapies that improve and extend the lives of patients. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries in the future. Solterras business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. During 2025, the Company underwent significant changes to its business operations. In April 2025, the Company completed the sale of its NTWO OFF Ltd. operations. In addition, during 2025, the Company classified its Save Foods operations as held for sale and discontinued operations. Accordingly, the results of these operations are presented separately in the consolidated financial statements and are not included in the discussion of continuing operations below. As a result of these changes, the Companys consolidated financial statements for the periods presented have been reclassified to conform to the current presentation, and therefore may not be directly comparable to prior periods. Unless otherwise indicated, the discussion below relates to the Companys continuing operations. **** **Recent Developments** ** *Save Foods Transaction* On January 13, 2026, we entered into the SF Agreement with Voice Assist. Pursuant to the SF Agreement, at the Closing we transferred to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding share capital of Save Foods (the SF Shares), free and clear of any encumbrances. The SF Agreement contains customary representations, warranties, covenants and closing conditions for transactions of this type. On the terms and subject to the conditions set forth in the SF Agreement, the consideration delivered by Voice Assist to us for the SF Shares consist of the issuance at Closing to us of that number of shares of common stock of Voice Assist, par value $0.001 per share, that represented 19.99% of Voice Assist shares of common stock on a fully-diluted basis, calculated as of immediately following the closing of the SF Agreement. We also entered into a Services Agreement with Voice Assist (the SF Services Agreement), pursuant to which we provide non-exclusive general advisory, support, collaboration and related services to Voice Assist from time to time. On the terms and subject to the conditions set forth in the SF Services Agreement, the consideration to be delivered by Voice Assist to us consists of (i) deferred cash consideration in an aggregate amount of $1,000,000, payable solely from future Voice Assist equity and/or debt financing transactions completed during the five-year period beginning on the execution date of the SF Services Agreement, in installments equal to no less than 5% and no more than 15% of the gross proceeds actually received by Voice Assist in each such financing, with each installment payable within 20 days after Voice Assists receipt of such proceeds, subject to an aggregate cap of $1,000,000; (ii) ongoing royalty consideration equal to 75% of the gross profit generated from New Future Projects (as defined in the Services Agreement) during the first three years following such execution date, 15% of such gross profit generated during years four through ten following such date, and 5% thereafter, in each case calculated as set forth in the SF Services Agreement; and (iii) an amount equal to 75% of any Ecolab Gross Proceeds (as defined in the Services Agreement) actually received by Voice Assist, Save Foods or their respective affiliates in respect of the Ecolab Claim, in each case as defined and on the terms set forth in the SF Services Agreement. | 50 | | The SF Services Agreement will remain in effect through calendar year 2026, and we may, in our sole discretion, extend the SF Services Agreement from time to time until we have received the full amount of the consideration payable to us under the SF Services Agreement. *Issuances to Directors* On December 23, 2024, our board of directors, upon the recommendation of our compensation committee and following the non-binding advisory approval by our stockholders at their annual meeting held on November 13, 2024, issued an aggregate of 18,574 shares of common stock under the 2022 Plan. There were no issuances of equity securities to directors during the year ended December 31, 2025. On February 9, 2026, we issued 116,286 shares of common stock to the chairman of the board of directors. **Results of Operations** **Operating Expenses** Our current operating expenses consist of four components - research and development expenses, general and administrative expenses, change in fair value of contingent consideration and depreciation and amortization. *Research and Development Expenses, net* Our research and development expenses consist primarily of professional fees and other related research and development expenses such as field tests. The following table sets forth the breakdown of research and development expenses: | | | Year Ended December 31 | | | | | | 2025 | | | 2024 | | | | Salaries and related expenses | | $ | 121,000 | | | | - | | | | Subcontractors | | | 54,000 | | | | - | | | | Laboratory and field tests | | | 4,000 | | | | - | | | | Total | | $ | 179,000 | | | $ | - | | | | 51 | | *General and Administrative Expenses* General and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses. The following table sets forth the breakdown of general and administrative expenses: | | | Year Ended December 31 | | | | | | 2025 | | | 2024 | | | | Professional services | | $ | 2,091,000 | | | $ | 1,791,000 | | | | Share based compensation | | | 2,386,000 | | | | 1,055,000 | | | | Salaries and related expenses | | | 36,000 | | | | - | | | | Legal expenses | | | 337,000 | | | | 218,000 | | | | Insurance | | | 138,000 | | | | 157,000 | | | | Registration fees | | | 83,000 | | | | 52,000 | | | | Other expenses | | | 38,000 | | | | 10,000 | | | | Total | | $ | 5,109,000 | | | $ | 3,283,000 | | | **Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024** **Results of Operations** The following table summarizes our results of operations for the years ended December 31, 2025 and 2024: | | | Year Ended December 31 | | | | | | 2025 | | | 2024 | | | | Operating expenses: | | | | | | | | | | Research and development expenses | | | (179,000 | ) | | | - | | | | General and administrative expenses | | | (5,109,000 | ) | | | (3,283,000 | ) | | | Change in fair value of contingent consideration | | | 1,136,000 | | | | - | | | | Depreciation and amortization | | | (78,000 | ) | | | - | | | | Operating loss | | | (4,230,000 | ) | | | (3,283,000 | ) | | | Finance expenses, net | | | (1,545,000 | ) | | | (252,000 | ) | | | Other income | | | 1,811,000 | | | | 428,000 | | | | Changes in fair value of an investment in an associate measured under the fair value option | | | 351,000 | | | | (1,212,000 | ) | | | Net loss before tax | | | (3,613,000 | ) | | | (4,319,000 | ) | | | Income taxes | | | 18,000 | | | | - | | | | Net loss from continuing operation | | | (3,595,000 | ) | | | (4,319,000 | ) | | | Net loss from discontinued operations | | | (561,000 | ) | | | (1,028,000 | ) | | | | | | | | | | | | | | Net loss | | | (4,156,000 | ) | | | (5,347,000 | ) | | | Less: Net loss attributable to non-controlling interests | | | 152,000 | | | | 154,000 | | | | Net loss attributable to the Companys stockholders | | | (4,004,000 | ) | | | (5,193,000 | ) | | | Loss per share from continuing operations (basic) | | | (3.04 | ) | | | (22.25 | ) | | | Loss per share from discontinued operations (basic) | | | (0.50 | ) | | | (5.49 | ) | | | | | | | | | | | | | | Total loss per share (basic) | | | (3.54 | ) | | | (5.49 | ) | | | Weighted average number of shares of common stock outstanding- basic | | | 1,132,707 | | | | 187,215 | | | | | | | | | | | | | | | Loss per share from continuing operations (diluted) | | | (8.11 | ) | | | (22.25 | ) | | | Loss per share from discontinued operations (diluted) | | | (0.50 | ) | | | (5.49 | ) | | | Total loss per share (diluted) | | | (8.61 | ) | | | (27.74 | ) | | | Weighted average number of shares of Common Stock outstanding -diluted | | | 1,288,249 | | | | 187,215 | | | | 52 | | **Research and Development Expenses** Research and development expenses consist of Salaries and related expenses, service providers costs, related materials and overhead expenses. Research and development expenses for the year ended December 31, 2025 were $179,000, compared to no research and development expenses for the year ended December 31, 2024. The increase was attributable to research and development activities following the acquisition of MitoCareX in October 2025, including personnel-related expenses and costs associated with its ongoing development programs. **General and Administrative Expenses** General and administrative expenses consist primarily of professional services, salaries and related expenses including share based compensation and other non-personnel related expenses, including legal expenses and directors and officers insurance costs. General and administrative expenses for the year ended December 31, 2025 were $5,109,000, an increase of $1,826,000, or 56%, compared to general and administrative expenses of $3,283,000 for the year ended December 31, 2024. The increase was primarily attributable to higher share-based compensation to our employees and service providers, as well as increased professional services and legal expenses, partially offset by a decrease of insurance costs. **Change in fair value of contingent consideration** Change in fair value of contingent consideration for the year ended December 31, 2025 was a gain of $1,136,000. The gain is related to the contingent cash and equity consideration recognized in connection with the acquisition of MitoCareX in October 2025. The fair value of the contingent consideration is remeasured at each reporting date, and changes in fair value are recognized in the statement of operations. The gain was primarily attributable to a decrease in the estimated fair value of the contingent consideration, mainly driven by a decline in the Companys share price. **Depreciation and amortization** Depreciation and amortization for the year ended December 31, 2025 was $78,000, compared to $0 for the year ended December 31, 2024. The increase was attributable to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX in October 2025 as part of the purchase price allocation. **Financing expenses, Net** Financing expenses, net for the year ended December 31, 2025 was $1,545,000, an increase of $1,293,000, or 513%, compared to financing expenses of $252,000 for the year ended December 31, 2024. The increase is mainly a result of an increase in financing income related to changes in the fair value of PIPEs warrant liability and credit facility. **Income taxes** Income tax benefit for the year ended December 31, 2025 was $18,000. The tax benefit in 2025 was primarily attributable to a reduction in deferred tax liabilities, and does not reflect taxable income generated from operations. The decrease in deferred tax liabilities was primarily related to the amortization of intangible assets recognized in connection with the acquisition of MitoCareX, which resulted in a corresponding income tax benefit. | 53 | | **Net Loss from continued operations** Net loss from continued operations for the year ended December 31, 2025 was $3,595,000, compared to $4,319,000 for the year ended December 31, 2024, a decrease of $724,000, or 17%. **Net loss from discontinued operations** **** Net loss from discontinued operations for the year ended December 31, 2025 was $561,000, compared to $1,028,000 for the year ended December 31, 2024. The net loss from discontinued operations relates to the Companys former Save Foods business, which was classified as discontinued operations during 2025. The 2025 results include operating losses associated with this business, partially offset by a gain recognized in connection with the sale of the Companys NTWO OFF Ltd operations in April 2025. The 2024 results include operating losses of both the Save Foods and NTWO OFF Ltd businesses. **Total Net Loss** As a result of the foregoing, our total net loss for the year ended December 31, 2025 was $4,156,000, compared to $5,347,000 for the year ended December 31, 2024, a decrease of $1,191,000, or 22%. **Critical Accounting Policies and Estimates** We describe our significant accounting policies more fully in Note 2 to our consolidated financial statements included elsewhere in this Annual Report. We believe that the accounting policy described in Note 2 is critical in order to fully understand and evaluate our financial condition and results of operations. We prepare our financial statements in accordance with the Generally Accepted Accounting Principles in the United States of America (GAAP). At the time of the preparation of the financial statements, our management is required to use estimates, evaluations and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made. **Stock-based Compensation** Employees and other service providers of our company may receive benefits by way of stock-based compensation settled with company options exercised for shares of our common stock. The cost of transactions with employees settled with capital instruments is measured based on the fair value of the capital instruments on the granting date. The fair value is determined using an accepted options pricing model. The model is based on share price, grant date and on assumptions regarding expected volatility and expected lifespan. The cost of the transactions settled with capital instruments is recognized in profit or loss together with a corresponding increase in the equity over the period in which the performance and/or service takes place, and ending on the date on which the relevant employees are entitled to the benefits (the Vesting Period). The aggregate expense recognized for transactions settled with capital instruments at the end of each reporting date and until the Vesting Period reflects the degree to which the Vesting Period has expired. The expense or income in profit or loss reflects the change in the aggregate expense recognized as of the end of the reported period. | 54 | | **Liquidity and Capital Resources** Since our inception through December 31, 2025, we have funded our operations, principally with the issuance of equity and debt. As of December 31, 2025, we had cash and cash equivalents of $3,832,000, as compared to $1,923,000 as of December 31, 2024. As of December 31, 2025, we had a working capital of $4,580,000, as compared to $2,560,000 as of December 31, 2024. The increase in our cash balance is mainly attributable to cash provided by financing activities. During 2025, the Company completed the sale of its NTWO OFF Ltd operations and classified its Save Foods business as held for sale and discontinued operations. Accordingly, the results of these operations are presented separately in the consolidated statements of operations, and prior period balances have been reclassified to conform to the current presentation. Cash flows related to these discontinued operations are disclosed in the notes to the consolidated financial statements. The Company does not expect discontinued operations to have a material impact on its liquidity and capital resources. The table below presents our cash flows for the periods indicated: | | | Year Ended December 31 | | | | | | 2025 | | | 2024 | | | | Net cash used in operating activities | | $ | (3,808,000 | ) | | $ | (3,419,000 | ) | | | | | | | | | | | | | | Net cash used in investing activities | | | (3,233,000 | ) | | | (1,889,000 | ) | | | | | | | | | | | | | | Net cash provided by financing activities | | | 8,856,000 | | | | 3,047,000 | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalents | | | (11,000 | ) | | | (8,000 | | | | | | | | | | | | | | | Increase (decrease) in cash and cash equivalents and restricted cash | | $ | 1,804,000 | | | $ | (2,269,000 | ) | | **Operating Activities** Net cash used in operating activities was $3,808,000 for the year ended December 31, 2025, as compared to $3,419,000 for the year ended December 31, 2024. Cash used in operating activities primarily reflects the Companys net loss, adjusted for non-cash items, including share-based compensation, issuance of shares to employees and service providers, changes in the fair value of contingent consideration and other financial instruments, and gains from standby equity purchase agreements. The increase in net cash used in operating activities was also affected by changes in working capital, including changes in accounts payable and other liabilities, which include amounts related to discontinued operations. **Investing Activities** Net cash used in investing activities was $3,233,000 for the year ended December 31, 2025, as compared to net cash used in investing activities of $1,889,000 for the year ended December 31, 2024. The increase in cash used in investing activities was primarily attributable to investments in renewable energy projects, including a solar photovoltaic joint venture project, loans granted, and cash used in the acquisition of MitoCareX. | 55 | | **Financing Activities** Net cash provided by financing activities was $8,856,000 for the year ended December 31, 2025, as compared to $3,047,000 for the year ended December 31, 2024. The increase was primarily attributable to proceeds from standby equity purchase agreements of $4,151,000, proceeds from a PIPE agreement, proceeds from the exercise of warrants under the PIPE agreement, and proceeds from a promissory note. These increases were partially offset by repayments of credit facilities and promissory notes. **Financial Arrangements** On July 23, 2023, we entered into a purchase agreement with YA II PN, Ltd. (the Investor), pursuant to which the Investor agreed to purchase up to $3,500,000 of common stock, for 40 months from the date of the purchase agreement. The price of the shares to be issued under the Purchase Agreement was 94% of the lowest volume-weighted average price of the common stock for the three days prior to the delivery of each of our advance notices subject to certain limitations, including that the Investor cannot purchase a number of shares that would result in it beneficially owning more than 4.99% of our outstanding shares of common stock. We may request the Investor to advance up to $700,000 of the $3,500,000 commitment amount, with such advances to be evidenced by a promissory note. We cannot request any such advances after January 31, 2024. On December 22, 2023, we entered into the Purchase Agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million of the common stock over the course of 36 months from the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each Advance notice by us. The Purchase Agreement will terminate automatically on the earlier of December 22, 2027, or when the Investor has purchased an aggregate of $20 million of our shares of common stock. We have the right to terminate the Purchase Agreement upon five trading days prior written notice to the Investor. In connection with and subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon our request, the Investor pre-advanced to us up to $3,000,000 of the $20,000,000 commitment amount (a Pre-Advance), with each Pre-Advance to be evidenced by a promissory note (each, a Note). The Pre-Advance made to us will be subject to a 3% discount to the principal amount equal to each Note. Each Note accrues interest on the outstanding principal balance at the rate of 8% per annum. The Company is required to pay, on a monthly basis, one tenth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the Purchase Agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by us. The initial repayment is due 60 days after the issuance of a Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by us pursuant to the Purchase Agreement for the sale of shares will first be used to satisfy any payments due under an outstanding Note. On May 12, 2025, we entered into a purchase agreement with the Investor, pursuant to which the Investor committed to advance us an aggregate principal amount of up to $3,000,000 in two closings of up to $1,500,000 each, subject to the filing and effectiveness of a new registration statement registering the resale of the shares issuable under the Standby Equity Purchase Agreement dated December 22, 2023 (the SEPA). In connection with each closing, we will issue the Investor a promissory note in the principal amount advanced, which will bear interest at 8% per annum and mature 12 months from issuance. Beginning 60 days after issuance, we will repay each note in ten equal monthly installments of $150,000 of principal plus accrued interest, which installments may be paid, at our option, in cash or by submitting an advance notice under the SEPA, or any combination thereof. We paid the Investor a structuring fee of $15,000 and agreed to issue 675,675 shares of our common stock to the Investor as commitment shares. on July 25, 2025, we entered into an amendment to the purchase agreement with the Investor. Pursuant to the amendment, among other things, the promissory notes to be issued pursuant to the purchase agreement were revised to reflect extended payment terms and certain other modifications as agreed upon by the parties. On August 12, 2025, pursuant to the terms and conditions of the May 12, 2025 purchase agreement, as amended, the Investor advanced $1,500,000 to us and we issued a promissory note to the Investor in the principal amount of $1,500,000. On October 1, 2024, we entered into a facility agreement with L.I.A. Pure Capital Ltd. (Pure Capital) for a credit facility of up to EUR 6,000,000 (the Facility Agreement). In connection with the Facility Agreement, we issued Pure Capital a five-year warrant to purchase up to 1,850,000 shares of our common stock at an exercise price of $1.00 per share. On December 5, 2024, Pure Capital agreed, pursuant to a waiver agreement, not to exercise the warrant until we obtain stockholder approval, and waived the requirement under the Facility Agreement to file a resale registration statement within 75 days of October 1, 2024, instead permitting such registration statement to be filed within 30 days after such stockholder approval is obtained. On December 10, 2024, we entered into a securities purchase agreement with certain investors for gross proceeds of approximately $1,500,000 in a private placement. In the private placement, we issued an aggregate of 6,250,000 units and pre-funded units at a purchase price of $0.24 per unit (less $0.00001 per pre-funded unit), with each unit consisting of one share of common stock or a pre-funded warrant and a one and a half common warrant to purchase one share of common stock. We also entered into a registration rights agreement pursuant to which we agreed to file a resale registration statement covering the shares issued in the private placement and the shares issuable upon exercise of the warrants. | 56 | | **Going Concern** Since our incorporation, we incurred losses from operations and net cash outflows from operating activities as disclosed in the consolidated statements of operations and cash flows, respectively. As of December 31, 2025, we had an accumulated deficit of $38,557,000, and we expect to incur losses for the foreseeable future. We have financed our operations mainly through fundraising from various investors and have limited revenue from our products and therefore are dependent upon external sources to finance our operations. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations. These factors raise substantial doubt about our ability to continue as a going concern through at least twelve months from the report date. We believe that our existing capital resources will be sufficient to support our operating plan through the first quarter of 2027; however, there can be no assurance of this. We will likely seek to raise additional capital to support our growth or other strategic initiatives through the issuance of debt, equity, or a combination thereof. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all. As a result, there is substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. If we issue debt securities, there may be negative covenants which may restrict our companys activities. If adequate funds are not available to our company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy. The financial statements included in this Annual Report do not include adjustments for measurement or presentation of assets and liabilities, which may be required should we fail to operate as a going concern. **item 7a. quantitative and qualitative disclosures about market risk** As a smaller reporting company, we are not required to provide the information required by this item. **item 8. financial statements and supplementary data** The information for this Item 8 is included following the Index to Financial Statements on page F-1 of this Annual Report. **item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure** None. **item 9a. controls and Procedures** **Evaluation of Disclosure Controls and Procedures** Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including each of our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on such evaluation, each of our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025, our disclosure controls and procedures were effective. | 57 | | **Managements Annual Report on Internal Control over Financial Reporting** Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our companys assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has concluded, based on its assessment, that our internal control over financial reporting was effective as of December 31, 2025. **Attestation Report of the Registered Public Accounting Firm** This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that exempt smaller reporting companies from this requirement. **Changes in Internal Control over Financial Reporting** There were no changes in internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9b. Other information** None. **Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** Not applicable. | 58 | | **part iii** **Item 10. Directors, Executive Officers and corporate governance** The following table sets forth information regarding our executive officers, key employees and directors as of the date hereof: **Directors and Executive Officers** | Name | | Age | | Position | | | | | | | | | | Amitay Weiss (6) | | 64 | | Chairman of the Board of Directors | | | | | | | | | | David Palach | | 60 | | Chief Executive Officer | | | | | | | | | | Lital Barda | | 39 | | Chief Financial Officer | | | | | | | | | | Ronen Rosenbloom (1) (2) (3) (4) (5) | | 54 | | Director | | | | | | | | | | Israel Berenstein (1) (2) (4) (5) | | 54 | | Director | | | | | | | | | | Eliahou Arbib (1) (2) (3) (4) (7) | | 59 | | Director | | | | | | | | | | Udi Kalifi (1) (3) (7) | | 47 | | Director | | | | | | | | | | Liat Sidi(1)(6) | | 51 | | Director | | | | | | | | | | Asaf Itzhaik(1)(6) | | 53 | | Director | | | (1) | Independent Director | | | | | | | (2) | Member of the Compensation Committee | | | | | | | (3) | Member of the Audit Committee | | | | | | | (4) | Member of the Nominating and Corporate Governance Committee. | | | | | | | (5) | Member of Class I with a term ending at the 2028 annual meeting of stockholders. | | | | | | | (6) | Member of Class II with a term ending at the 2026 annual meeting of stockholders. | | | | | | | (7) | Member of Class III with a term ending at 2027 annual meeting of stockholders. | | **Amitay Weiss, Director** *Mr. Weiss* has served as a member of our board of directors since August 2020 and as our chairman of the board of directors since May 24, 2021. Mr. Weiss also serves as a director in other public companies, including Solterra Energy since 2022, Arazim Investments Ltd. since 2020, Upsellon Brands Holdings Ltd. since 2020, Viewbix, Inc. since 2022, Jeffs Brands Ltd. since 2022, and the Tomer Ltd., an Israeli governmental company since 2024. Mr. Weiss also serves as Chairman of the Board of Automax Motors Ltd., since 2021, Clearmind Medicine Inc., since 2019, SciSparc Ltd. since 2020, ParaZero Ltd. since 2022, Charging Robotics, Inc. since 2022, and Maris Tech Ltd. since 2023. In April 2016, Mr. Weiss founded Amitay Weiss Management Ltd., an economic consulting company and serves as its chief executive officer. Mr. Weiss also serves as chief executive officer of Gix Internet Ltd. since September 2022 (and served as a director since 2019, until 2022). Mr. Weiss holds a B.A in economics from New England College, an M.B.A. in business administration from Ono Academic College in Israel, an Israeli branch of University of Manchester and an LL.B. from the Ono Academic College. We believe that Mr. Weiss is qualified to serve on our board of directors because of his diverse business, management and leadership experience. **** | 59 | | **** **David Palach, Chief Executive Officer** *Mr. Palach* has served as our chief executive officer since January 2021. Mr. Palach has owned and served as chief executive officer of S.T. Sporting LTD and Sun Light Lightning Solutions LTD, companies operating in the environmental industry since 2009 and 2015, respectively. Mr. Palach holds a BBA in accounting from Baruch College/City University of New York and completed a Directors Course at Bar Ilan University in Israel. Mr. Palach previously maintained a certified public accounting license in the State of Maryland. **Lital Barda, Chief Financial Officer** *Ms. Barda* has served as our chief financial officer since April 2022. In addition to her role as chief financial officer, Ms. Barda currently serves as an accountant and financial controller for Shlomo Zakai, CPA, a position she has held since November 2017, and provided a wide range of accounting and controlling services for publicly traded and private companies, including for us. Ms. Barda holds a B.A. in accounting from the Ono Academic College in Kiryat Ono, Israel. Ms. Barda is also a certified public accountant in Israel. **Ronen Rosenbloom, Director** *Mr. Rosenbloom*has served as a member of our board of directors since August 2020. Mr. Rosenbloom is an independent lawyer and has been working for a self-owned law firm specializing in white collar offences since 2004. Mr. Rosenbloom has served on the board of directors of Xylo Technologies Ltd. (Nasdaq: XYLO) since September 2018 and ScoutCam Inc. (OTC: SCTC) since December 2019. Prior to that, Mr. Rosenbloom served as chairman of the Israeli Money Laundering Prohibition committee and the Prohibition of Money Laundering Committee of the Tel Aviv District, both of the Israel Bar Association from November 2015 to December 2019. Mr. Rosenbloom holds an LL.B. from the Ono Academic College, an Israeli branch of University of Manchester. We believe that Mr. Rosenbloom is qualified to serve on our board of directors because of his business experience and expertise and background with regard to legal matters. **Israel Berenstein, Director** *Mr. Berenstein*has served as a member of our board of directors since August 2020. Mr. Berenstein also serves on the board of directors of Plantify Foods, Inc. (TSXV: PTFY) and has also served on the board of directors of Jeffs Brands Ltd. (Nasdaq: JFBR) and served on the board of directors of Upsellon Brands Holdings Ltd from May 2019 to October 2024. (TASE: UPSL). Since January 2023, Mr. Berenstein has worked as a self-employed attorney. Mr. Berenstein previously worked as an attorney with Ben Yakov, Shvimer, Dolv - Law Office from January 2020 to December 2022. Prior thereto, Mr. Berenstein worked in the legal department of Sonol Israel Ltd. from April 2010 to December 2020. Before that, Mr. Berenstein worked as a commercial lawyer and litigator for a leading Israeli law firm from July 2000 to April 2010. Mr. Berenstein earned an LL.B. in law and an M.A. in political science from Bar Ilan University, Israel. Mr. Berenstein was admitted to the Israel Bar Association in 2000. We believe that Mr. Berenstein is qualified to serve on our board of directors due to his extensive legal experience. **Eliahou Arbib, Director** *Mr. Arbib* has served as a member of our board of directors since January 2021. Mr. Arbib has also served as chairman of the board of directors of Chiron Refineries Ltd. (TASE: CHR) since September 2016. He is also the current owner and manager of Eliahou Arbib Law Offices, since May 2013. Prior to that, from 1993 until 2000, Mr. Arbib was the managing director of AA Arbib Agriculture Supply Ltd. Mr. Arbib holds an LL.B from the Law and Business Academic Center of Ramat Gan, Israel. Mr. Arbib has been an active member of the Israeli Bar Association since 2013 and served as deputy chairman of the Security and Defense Committee of the Israeli Bar Association since 2014. We believe Mr. Arbib is qualified to serve on our board of directors because of his legal expertise as well as experience in the field of agriculture. | 60 | | **Udi Kalifi, Director** *Mr. Kalifi* has served as a member of our board of directors since May 2021. Mr. Kalifi has been the owner and manager of Udi Kalifi Law Offices since 2006. He has also served as a member of the board of directors of Matomi Media Group Ltd. (TASE: MTMY) since May 2020. Mr. Kalifi holds an LLB, BSc in Accounting and LLM from the Tel Aviv University, Israel and a masters degree in law and economics from the University of Bologna, Humbourg and Roterdam. Mr. Kalifi has been an active member of the Israeli Bar Association since 2006. We believe Mr. Kalifi is qualified to serve on our board of directors due to his legal and finance experience. **Liat Sidi, Director** *Ms. Sidi* has served as a member of our board of directors since November 12, 2023. Ms. Sidi has served as manager of the accounting department for Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) since 2010. Additionally, since 2010, Ms. Sidi has served as an accountant at Sidi Liat Accounting Services, and since February 2025, has provided accounting services to Total Finance Ltd. Since August 2020, Ms. Sidi has served as a director of SciSparc Ltd. (Nasdaq: SPRC), and from October 2023 until January 2024 Ms. Sidi has served as a director of Plantify (TSXV: PTFY), and since November 2024 served as a director of Polyrizon Ltd (Nasdaq: PLRZ) Ms. Sidi previously served as an accountant for Panaxia Labs Israel Ltd. (TASE: PNAK) from 2015 to 2020 and as an accountant for Soho Real Estate Ltd. from 2015 to 2016. Ms. Sidi also served as an accountant for Feldman-Felco Ltd. from 2006 to 2010 and as an accountant for Eli Abraham Accounting Firm from 2000 to 2006. Ms. Sidi completed tax, finance and accounting studies at the Ramat Gan College of Accounting. Ms. Sidi is a certified public accountant in Israel. We believe Ms. Sidi is qualified to serve on our board of directors due to her extensive finance experience and experience with publicly traded companies. **Asaf Itzhaik, Director** *Mr. Itzhaik* has served as a member of our board of directors since December 2023. Mr. Itzhaik has served as the chief executive officer of A.K.A Optics Ltd., a manufacturer of adaptive optics, since 1994 and as a member of the board of directors of A.K.A Optics Ltd. since 1998. Mr. Itzhaik has served as a director of Plantify since August 2023 (TSX: PTFY), as a director of Jeffs Brands Ltd. (Nasdaq: JFBR) from August 2022 until November 2023, as a director of Clearmind Medicine Inc. (Nasdaq: CMND) since November 2022, as a director of Rani Zim Shopping Centers Ltd. (TASE: RANI) since August 2022, and as a director of Gix Internet Ltd. (TASE: GIX) since August 2021. Mr. Itzhaik is a certified optometrist and graduated from a program in corporate board leadership in Merkaz Hashilton Hamkomi, Israel. We believe Mr. Itzhaik is qualified to serve on our board of directors due to his diverse business experience, which we believe will assist the Company in any future potential merger and acquisitions activities. **Family Relationships** There are no family relationships among any of our directors or executive officers. **Involvement in Certain Legal Proceedings** There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal, conviction, a criminal proceeding, an administrative or civil proceeding limiting ones participation in the securities or banking industries, or a finding of securities or commodities law violations. | 61 | | **Composition of Board of Directors** Our board of directors consists of seven directors. When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focuses primarily on each persons background and experience as reflected in the information discussed in each of the directors individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. **Arrangements for Election of Directors and Members of Management** There are no other arrangements or understandings pursuant to which any of our executive officers or directors were selected. **Committees of the Board of Directors** Our board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings of the board of directors and standing committees. We have established three committees under the board of directors: an audit committee, nominating and corporate governance committee and compensation committee. We have adopted a charter for each of the three committees. Each committees members and functions are described below. **Audit Committee** Our audit committee is responsible for, among other things: | | | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; | | | | | | | | | | discussing with our independent registered public accounting firm their independence from management; | | | | | | | | | | reviewing with our independent registered public accounting firm the scope and results of their audit; | | | | | | | | | | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; | | | | | | | | | | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual consolidated financial statements that we file with the SEC; | | | | | | | | | | overseeing our financial and accounting controls and compliance with legal and regulatory requirements; | | | | | | | | | | reviewing our policies on risk assessment and risk management; | | | | | | | | | | reviewing related person transactions; | | | | | | | | | | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and | | | | | | | | | | overseeing the cybersecurity committee. | | Our audit committee consists of Udi Kalifi, Eliahou Arbib and Ronen Rosenbloom, with Udi Kalifi serving as chair. Each member of our audit committee meets the financial literacy requirements of Nasdaq listing standards. In addition, our board of directors has determined that Udi Kalifi will qualify as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors adopted a written charter for the audit committee, which is available on our website at https://nexentistech.com/. | 62 | | **Nominating and Corporate Governance Committee** Our nominating and corporate governance committee is responsible for, among other things: | | | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; | | | | | | | | | | overseeing our succession plan for the CEO and other executive officers; | | | | | | | | | | overseeing the evaluation of the effectiveness of our board of directors and its committees; and | | | | | | | | | | developing and recommending to our board of directors a set of corporate governance guidelines. | | Our nominating and corporate governance committee consists of Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib, with Ronen Rosenbloom serving as chair. Our board of directors adopted a written charter for the nominating and corporate governance committee, which is available on our website at https://nexentistech.com/. **Compensation Committee** Our compensation committee is responsible for, among other things: | | | reviewing and approving the compensation of our chief executive officer and other executive officers; | | | | | | | | | | reviewing and making recommendations to the board of directors regarding director compensation; and | | | | | | | | | | appointing and overseeing any compensation consultants. | | Our compensation committee consists of Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib, with Israel Berenstein serving as chair. Our board has determined that Ronen Rosenbloom, Israel Berenstein and Eliahou Arbib meet the definition of independent director for purposes of serving on the compensation committee under Nasdaq Rules, including the heightened independence standards for members of a compensation committee, and are non-employee directors as defined in Rule 16b-3 of the Exchange Act. Our board of directors adopted a written charter for the compensation committee, which is available on our website at https://nexentistech.com/. **Risk Oversight** Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors leadership structure. **Delinquent Section 16(a) Beneficial Ownership Reporting Compliance** Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities (Reporting Persons), to file reports of ownership of changes in ownership with the SEC. Based solely upon a review of copies of such reports and representations received from the Reporting Persons, we believe that during the year ended December 31, 2025, the Reporting Persons timely filed all such reports. **Code of Ethics** We adopted a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code is posted on our website, https://nexentistech.com/. In addition, we post on our website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the code. | 63 | | **Insider Trading Policy** Our insider trading policy, which is filed as Exhibit 19.1 to this Annual Report governs the purchase, sale, trade, and other dispositions of our securities by our officers, directors, related parties, and employees, to promote compliance with the insider trading laws, rules and regulations, and applicable Nasdaq listing standards. **Change in Procedures for Recommending Directors** There have been no material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors from those procedures set forth in our Proxy Statement for our 2025 Annual Meeting of Stockholders, filed with the SEC on December 16, 2025. **item 11. Executive Compensation** **Clawback Policy** Following the SECs approval of Nasdaqs proposed clawback listing standards, under Rule 10D-1, which directed companies to adopt and comply with a written clawback policy, to disclose and file the policy as an exhibit to its annual report, we adopted a clawback policy on November 12, 2023, as filed as Exhibit 97.1 to this Annual Report. **Summary Compensation Table** The following table sets forth certain information concerning the compensation awarded to, earned by, or paid to our chief executive officer and our other executive officer who received annual remuneration in excess of $100,000 during 2025 (each a Named Executive Officer). | Name and principal position | | Fiscal Year | | Salary ($) | | | Bonus ($) | | | Stock awards ($) | | | All other compensation ($) | | | | David Palach | | 2025 | | | 112,189 | | | | 17,500 | | | | 266,640 | (1) | | | - | | | | - | | | | 396,329 | | | | Chief Executive Officer | | 2024 | | | 91,092 | | | | 15,000 | | | | 87,840 | (2) | | | - | | | | - | | | | 193,932 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lital Barda | | 2025 | | | 120,150 | | | | - | | | | 133,320 | (3) | | | | | | | | | | | 253,470 | | | | Chief Financial Officer) | | 2024 | | | 84,122 | | | | 7,500 | | | | 43,920 | (4) | | | - | | | | - | | | | 135,542 | | | | (1) | Represents 17,143 shares of common stock at $15.55 per share issued on May 12, 2025. | | | (2) | Represents 9,143 shares of common stock at $9.45 per share issued on September 12, 2024. | | | (3) | Represents 8,572 shares of common stock at $15.55 per share issued on May 12, 2025. | | | (4) | Represents 4,572 shares of common stock at $9.45 per share issued on September 12, 2024. | | **Outstanding Equity Awards at Fiscal Year-End** There were no unexercised options, stock that has not vested or equity incentive plan awards for our Named Executive Officers outstanding as of December 31, 2025. | 64 | | **Consulting Agreements with Executive Officers** *Consulting Agreement with David Palach* On November 6, 2020, we entered into a consulting agreement with S.T Sporting (1996) Ltd., for the services of David Palach (the CEO Consulting Agreement). Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach provides our company services as chief executive officer. Pursuant to the terms of the CEO Consulting Agreement, Mr. Palach was entitled to a monthly fee in the amount of $8,000 plus value added tax per month and a grant of options to purchase shares of our common stock, which amount will be determined by good faith negotiations by the board of directors on a future date. On June 23, 2021, the board of directors approved the following compensation for Mr. Palach: (i) a monthly fee of $14,000 plus value added tax; (ii) reimbursement of expenses not exceeding $500 per month; (iii) a grant of an option to purchase shares of common stock representing 4.5% of our outstanding capital stock as of such date; and (iv) the immediate repayment of $8,000, representing debt payable to Mr. Palach that accrued from November 2020 until April 2021. In lieu of such option, our board of directors approved the issuance of 42,858 shares of common stock to Mr. Palach in March 2023. On August 29, 2022, the monthly fee was reduced to $6,000, as of January 1, 2024, increased to $7,000 per month, and as of January 2025, increased to $8,000 per month. *Consulting Agreement with Lital Barda* On April 18, 2022, Save Foods Ltd., our operating subsidiary, entered into a consulting agreement with Shlomo Zakai CPA for, among other things, chief financial officer services to be provided to Save Foods Ltd. exclusively by Lital Barda. for a monthly base salary of NIS 25,000. The agreement may be terminated by either party upon 30 days written notice or by Save Foods Ltd. upon the occurrence of certain events as set forth in the agreement. On November 10, 2024, following the compensation committees recommendation, the board of directors approved an amendment to the consulting agreement exclusively for the purpose of increasing the cash compensation to Ms. Barda in exchange for her services by 15%. **Director Compensation** **Summary Compensation Table** The following table sets forth the compensation we paid our non-executive directors during the fiscal year ended December 31, 2025. | Name | | Fees earned or paid in cash ($) | | | Option awards ($) | | | All other compensation ($) | | | Total ($) | | | | Amitay Weiss | | | 144,718 | | | | - | | | | - | | | | 144,718 | | | | Eliahou Arbib | | | 47,200 | | | | - | | | | - | | | | 47,200 | | | | Udi Kalifi | | | 47,200 | | | | - | | | | - | | | | 47,200 | | | | Israel Berenstein | | | 47,200 | | | | - | | | | - | | | | 47,200 | | | | Ronen Rosenbloom | | | 47,200 | | | | - | | | | - | | | | 47,200 | | | | Asaf Itzhaik | | | 47,200 | | | | - | | | | - | | | | 47,200 | | | | Liat Sidi | | | 47,200 | | | | - | | | | - | | | | 47,200 | | | **Long-Term Incentive Plans** There are no arrangements or plans in which we provide pension, retirement or similar benefits. **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder matters** **Security Ownership of Certain Beneficial Owners and Management** The table below provides information regarding the beneficial ownership of our Common Stock as of March 31, 2026 of (i) each of our current directors, (ii) our Chief Executive Officer and our other executive officers, (iii) all of our current directors and executive officers as a group, and (iv) each person (or group of affiliated persons) known to us to own more than 5% of our outstanding Common Stock. | 65 | | The beneficial ownership of our Common Stock is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. The percentage of shares of Common Stock beneficially owned is based on 5,111,362 shares of Common Stock outstanding as of March 31, 2026. Unless otherwise indicated below, each person has sole voting and investment power with respect to the shares beneficially owned and the address for each beneficial owner listed in the table below is c/o Nexentis Technologies, Inc., Pinhas Sapir St. 3, Kiryat HaMada, Ness Ziona 7403626, Israel. | | | Number of Shares Beneficially Owned | | | Percentage Beneficially Owned | | | | 5% or more stockholders: | | | | | | | | | | | L.I.A. Pure Capital Ltd.(1) | | | 320,204 | (2) | | | 6.19 | % | | | SciSparc Ltd.(3) | | | 490,751 | (4) | | | 9.60 | % | | | Dr. Alon Silberman(5) | | | 478,542 | (6) | | | 9.32 | % | | | Directors: | | | | | | | | | | | Amitay Weiss | | | 129,144 | | | | 2.53 | % | | | Eliahou Arbib | | | 1,844 | | | | * | | | | Udi Kalifi | | | 1,958 | | | | * | | | | Israel Berenstein | | | 1,844 | | | | * | | | | Ronen Rosenbloom | | | 1,844 | | | | * | | | | Liat Sidi | | | 1,429 | | | | * | | | | Asaf Itzhaik | | | 1,429 | | | | * | | | | Executive Officers: | | | | | | | | | | | David Palach | | | 129,144 | | | | 2.53 | % | | | Lital Barda | | | 63,470 | | | | 1.26 | % | | | All directors and executive officers as a group (9 persons) | | | 333,006 | | | | 6.52 | % | | *Less than 1% | (1) | Kfir Silberman, Chief Executive Officer, sole director and control shareholder of Pure Capital, has sole voting and dispositive power over the shares held by Pure Capital. The address of Pure Capital is 20 Raoul Wallenberg, Tel Aviv Israel, 6971916. | | | | | | | (2) | Includes 260,131 shares held directly by Mr. Silberman and 60,073 shares issuable upon currently exercisable warrants subject to a 9.99% beneficial ownership limitation. | | | | | | | (3) | SciSparc Ltd. has sole voting and dispositive power over the shares. The address of Scisparc Ltd. is 20 Raoul Wallenberg, Tel Aviv, Israel, 6971916. | | | | | | | (4) | Includes 490,751 shares held directly by SciSparc Ltd. | | | | | | | (5) | Dr. Alon Silberman, an individual and the Chief Executive Officer of MitoCareX, a wholly owned subsidiary of the Company. The address of Dr. Silberman is 40 Gordon Street, Givatayim, Israel, 5322709. | | | | | | | (6) | Includes 454,127 shares held directly by Dr. Silberman and 24,415 shares issuable upon currently exercisable RSUs. | | **** | 66 | | **** **Change in Control** With respect to the MitoCareX Agreement, the MitoCareX Agreement closing was completed on October 20, 2025. We may be required to issue up to an additional 25% of our common stock upon the achievement of specific milestones as defined in the MitoCareX Agreement, which could result in a change of control, as the Sellers may collectively hold a significant portion of our outstanding capital stock. The eligibility to receive these additional shares will terminate on December 31, 2028, if the respective milestones specified in the MitoCareX Agreement are not achieved by that date. Except for the foregoing, we are not aware of any arrangement that might result in a change in control in the future. We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control. **Item 13. Certain relationships and related transactions, and director independence** **Related Party Transactions** The following is a description of transactions since January 1, 2024, to which we were a party or will be a party, in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. *Plantify Securities Exchange* On November 15, 2024, we entered into debt settlement agreement with Plantify, pursuant to which Plantify issued the 2,420,848 of its common shares (the Settlement Shares) to us and we released and discharged Plantify from all claims, demands, obligations and damages arising under or related to the Debt and released the shares of Plantifys subsidiary, Peas of Bean Ltd., the collateral securing the convertible debenture. Following issuance of the Settlement Shares, we owned approximately 65% of Plantifys outstanding shares. We currently own approximately 8.3% of Plantify Foods Inc following a private placement. Asaf Itzhaik and Israel Berenstein, directors of the Company are members of the board of directors of Plantify. *MitoCareX Agreement* On October 20, 2025, we closed the MitoCareX Agreement. Alon, one of the Sellers and the chief executive officer of MitoCareX, is the brother of Kfir Silberman, the owner of Pure Capital, a 5% stockholder of and a lender to the Company. Each of Amitay Weiss and Liat Sidi, board members of the Company, also serve as board members of SciSparc, a Seller, under the MitoCareX Agreement. At the closing, we paid SciSparc $700,000 in cash and issued shares of our common stock to the Sellers as part of the consideration for the acquisition of MitoCareX. Under the MitoCareX Agreement, the Sellers will be entitled, collectively, to 30% of the gross proceeds of any financing by the Company within five years of the closing up to $1,600,000. *MitoCareX Loans* On each of December 22, 2024, March 12, 2025, May 22, 2025, and August 17, 2025, we entered into loan agreements with MitoCareX and Pure Capital. Pursuant to the August 17, 2025, loan agreement, we agreed to loan $372,000 to MitoCareX, and Pure Capital agreed to guarantee the repayment of such loan. On May 22, 2025, the terms of the December 22, 2024 and the March 12, 2025, loans were extended by 180 days. Pure Capital is owned by Kfir Silberman, the brother of Alon, the chief executive officer of MitoCareX. | 67 | | *Solterra Transactions* On June 30, 2024, we entered into a loan agreement (the Loan Agreement) with Solterra and other lenders signatory thereto, pursuant to which such lenders committed to loan Solterra an aggregate principal amount of 500,000 (375,000 of which was committed by us), with interest accruing on the principal at the rate of 7% per annum, to be paid annually beginning June 30, 2025. If the loan is not converted or repaid in full within nine months from the closing date of Solterras merger currently expected to occur with AI Conversation Systems Ltd., then the interest rate will increase from 7% to 12% per annum. On October 28, 2025 the Company entered into an amendment to the Loan Agreement, pursuant to which the accrued interest through June 30, 2025 was added to the loan principal and bears interest from that date. In connection with the Loan Agreement, on July 31, 2024, we entered into a loan and partnership agreement (the Loan and Partnership Agreement) with Horizons RES PE1 UG (haftungsbeschrnkt) & Co. KG (the Partnership), Solterra, and other lenders signatory thereto (collectively, the Lenders), pursuant to which the Lenders committed to loan the Partnership an aggregate principal amount of 2,080,000 (1,560,000 of which was committed by us). On June 23, 2025, in accordance with Addendum No. 1 to the Partnership Loan and Partnership Agreement, the Lenders provided 25,000 in additional funding and on September 8, 2025, the Partnership entered into Addendum No. 2 to the Partnership Loan and Partnership Agreement, pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of 600,000. On December 24, 2025, the Partnership, Solterra, and other lenders (New Lenders), entered into additional Loan Agreement, pursuant to which the New Lenders agreed to provide additional funding in the aggregate principal amount of 280 thousands (the Principal Loan Amount), of which the Company committed 210 thousands (approximately $219). The Principal Loan Amount bears interest at a rate of 7% per annum and has a contractual maturity of 24 months. The loan is intended to be repaid in full until the project reaching ready-to-build (RTB) stage. In addition, the New Lenders are entitled to receive 85% of the reduced development fee payable to the developer upon achievement of the RTB milestone, with the remaining 15% payable to Solterra. Amitay Weiss, also serves as a member of the board of directors of Solterra Energy, the parent company of Solterra. On November 27, 2024, we acquired 100,000 shares of Solterra Energy for a total consideration of NIS 300,000 (approximately $82,000). Subsequently, on December 31, 2024, we acquired an additional 167,000 shares of Solterra Energy for a total consideration of NIS 501,000 (approximately $137,000). Amitay Weiss, a director of the Company, also serves as a board member of Solterra Energy. *Pure Capital* On October 1, 2024, the Company entered into a facility agreement with Pure Capital for financing of up to EUR 6,000,000 (the Pure Capital Credit Facility), EUR 2,000,000 of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for any other projects subject to pre-approval by the Pure Capital. Interest under the Pure Capital Credit Facility will accrue at the rate of 7% per annum and is payable in advance by the Company and deducted from each drawdown for a period of twenty-four months. The Pure Capital Credit Facility will terminate on the earlier of the drawdown of all of the EUR 6,000,000 or five years from the date of the facility agreement (the Drawdown Period). The Company must repay amounts borrowed under the Pure Capital Credit Facility from the proceeds derived from the pre-approved projects or 33% of the proceeds from other Company financing transactions during the Drawdown Period. Thereafter, any unpaid amount may be paid from any other sources. In addition, under the facility agreement, the Company agreed to issue the Pure Capital a five-year warrant (the Warrant) to purchase 52,858 shares of its common stock (the Warrant Shares), with an exercise price of $3.5 per share. The Warrant Shares will be exercisable immediately after the issuance. Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant. In the event of a fundamental transaction, as detailed in the Warrant, the successor entity will be required to assume the Companys obligations under the Warrant. The Pure Capital may also request the Company to buy back the Warrant for its Black Scholes Value in cash. As of March 31, 2026, drawdowns of approximately EUR 1,249,194 and repayments of approximately EUR 1,014,750 were made under the Facility Agreement. | 68 | | PAR-1234567890 Pure Capital has agreed, pursuant to a waiver agreement with the Company, dated December 5, 2024 (the Waiver Agreement), not to exercise the Warrant until the Company has obtained stockholder approval (the Stockholder Approval). On September 25, 2025, we held a special general meeting of stockholders in which the Stockholder Approval was obtained. The Facility Agreement also provides that the Company is required to file a resale registration statement with the Commission within 75 days of the date of the Facility Agreement. Pursuant to the Waiver Agreement, Pure Capital agreed that such resale registration agreement will be required to be filed within 30 days from the date that Stockholder Approval is obtained. Stockholder Approval was obtained at our special general meeting of stockholders held on September 25, 2025. From January 1, 2024, through March 3, 2026, the Company issued an aggregate of 230,000 shares to Pure Capital for consulting services provided to the Company. An additional 409 shares are held by Kfir Silberman, the owner of Pure Capital. **Director Independence** Our board of directors has determined that Ronen Rosenbloom, Israel Berenstein, Eliahou Arbib, Udi Kalifi, Liat Sidi and Asaf Itzhaik do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is independent as that term is defined under the rules of The Nasdaq Stock Market LLC. **Item 14. Principal accounting fees and services** **Audit Fees** The following table sets forth the fees billed to our company for professional services rendered by Somekh Chaikin, a member firm of KPMG International, who has served as our independent registered public accounting firm for years ended December 31, 2025 and December 31, 2024. | Services | | 2025 | | | 2024 | | | | Audit fees (1) | | $ | 215,000 | | | $ | 212,000 | | | | Audit related fees (2) | | | - | | | | - | | | | Tax fees (3) | | | 34,000 | | | | 45,000 | | | | All other fees (4) | | | - | | | | - | | | | Total fees | | $ | 249,000 | | | $ | 257,000 | | | | (1) | Audit fees consist of fees for professional services rendered for the audit of our annual financial statements. | | | (2) | Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under Audit fees. | | | (3) | Tax fees consist of fees billed for professional services relating to tax compliance and tax advice. | | | (4) | All other fees consist of fees billed for services not associated with audit or tax. | | **Audit Committees Pre-Approval Practice** Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant to our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us were approved by our board of directors. **Pre-Approval of Audit and Permissible Non-Audit Services** Our Audit Committee approves our audit and non-audit services. The auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. **** | 69 | | **** **Part IV** **Item 15. exhibits, financial statement schedules** | Exhibit No. | | Exhibit Description | | | 3.1.1 | | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019) | | | 3.1.2 | | Certificate of Amendment of the Certificate of Incorporation, effective as of June 12, 2019 (incorporated by reference to Exhibit 3.3 to our Amendment No. 2 to Registration Statement on Form 10 filed with the SEC on December 11, 2019) | | | 3.1.3 | | Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., effective as of November 24, 2020 (incorporated by reference to Exhibit 3.1.3 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 3.1.4 | | Certificate of Amendment of the Certificate of Incorporation of Save Foods, Inc., dated February 23, 2021 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2021) | | | 3.1.5 | | Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of March 16, 2021 (incorporated by reference to Exhibit 3.1.1 to our Registration Statement on Form S-3 filed with the SEC on July 15, 2022) | | | 3.1.6 | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Save Foods, Inc., effective as of October 5, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on October 5, 2023) | | | 3.1.7 | | Articles of Incorporation of Save Foods, Inc., dated November 3, 2023 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023) | | | 3.1.8 | | Certificate of Amendment to Articles of Incorporation of Save Foods, Inc., effective as of March 15, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on March 19, 2024) | | | 3.1.9 | | Certificate of Amendment to the Amended and Restated Articles of Incorporation of N2OFF, Inc., effective as of September 3, 2025 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on September 9, 2025) | | | 3.1.10 | | Certificate of Amendment to Amended and Restated Articles of Incorporation of N2OFF, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 25, 2026) | | | 3.2.1 | | Amended and Restated Bylaws of Save Foods, Inc. (incorporated by reference to exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 24, 2022) | | | 3.2.2 | | Bylaws of Save Foods, Inc., adopted November 11, 2024 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on November 12, 2024) | | | 3.3.1 | | Certificate of Merger filed with the Secretary of State of the State of Delaware, dated November 6, 2023 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed with the SEC on November 9, 2023) | | | 3.3.2 | | Articles of Merger filed with the Secretary of State of the State of Nevada, dated November 6, 2023 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed with the SEC on November 9, 2023) | | | 4.1 | | Description of the Registrants Securities (incorporated by reference to Exhibit 4.1 to our Annual Report Form 10-K filed with the SEC on April 1, 2024). | | | 4.2 | | Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023) | | | 4.3 | | CDN $1,500,000 Debenture, dated April 4, 2023, incorporated by reference to Exhibit 1.2 to our Current Report on Form 8-K filed with the SEC on April 6, 2023) | | | 4.4 | | Promissory Note issued by the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on November 2, 2023) | | | 4.5 | | Form of Promissory Note from the Company to YA II PN Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023) | | | 70 | | | 10.1+ | | 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form 10 filed with the SEC on September 26, 2019) | | | 10.2+ | | Services Agreement, dated October 10, 2018, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.4 our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.3+ | | Services Agreement, dated January 15, 2019, by and between Pimi Agro Cleantech Ltd. and NSNC Consulting Ltd. (incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.4+ | | Addendum No. 1 to Services Agreement, dated March 28, 2019, by and between Pimi Agro Cleantech Ltd., Dan Sztybel and Dan Sztybel Consulting Group Ltd. (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.5 | | Non-Exclusive Commission Agreement, dated September 22, 2020, by and among Save Foods, Inc. and Earthbound Technologies, LLC (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.6 | | Distribution Agreement, dated September 22, 2020, by and among Save Foods Ltd. and Safe-Pack Products Ltd. (incorporated by reference to Exhibit 10.11 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.7 | | Securities Purchase Agreement, dated September 23, 2020, by and among Save Foods, Inc. and Medigus Ltd. (incorporated by reference to Exhibit 10.12 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.8+ | | Consulting Agreement, dated November 6, 2020, by and between Save Foods, Inc. and S.T. Sporting (1996) Ltd. (incorporated by reference to Exhibit 10.13 to our Registration Statement on Form S-1 filed with the SEC on March 16, 2021) | | | 10.9 | | Underwriting Agreement, between ThinkEquity LLC, a division of Fordham Financial Management, Inc., as representative of the several underwriters, and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on August 18, 2022) | | | 10.11+ | | The Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 30, 2022) | | | 10.12 | | Stock Exchange Agreement, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd., dated July 11, 2023 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on July 12, 2023) | | | 10.13 | | First Amendment to Stock Exchange Agreement, dated July 24, 2023, by and among Save Foods, Inc., Save Foods Ltd., Yaaran Investments Ltd., and NewCo, Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on July 28, 2023) | | | 10.14 | | Standby Equity Purchase Agreement, dated July 23, 2023, by and between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 27, 2023) | | | 10.15 | | Securities Exchange Agreement, dated March 31, 2023, between Plantify Foods, Inc. and Save Foods, Inc. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by Save Foods with the SEC on April 6, 2023) | | | 10.16 | | Second Amendment to Stock Exchange Agreement, dated August 13, 2023 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on August 16, 2023) | | | 10.17 | | Agreement of Merger between Save Foods, Inc., a Delaware corporation and Save Foods, Inc., a Nevada corporation, dated November 6, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 9, 2023) | | | 10.18 | | Standby Equity Purchase Agreement, dated December 22, 2023, between Save Foods, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2023) | | | 10.19 | | First Amendment to Save Foods, Inc. 2022 Share Incentive Plan (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024). | | | 71 | | | 10.20 | | Facility Agreement, dated October 1, 2024, between L.I.A. Pure Capital Ltd. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 2, 2024). | | | 10.21 | | Warrant, dated October 1, 2024 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 2, 2024). | | | 10.22 | | Debt Settlement Agreement, dated November 15, 2024, between Plantify Foods, Inc. and the Company (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 18, 2024). | | | 10.23 | | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024). | | | 10.24 | | Form of Registration Agreement (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on December 10, 2024). | | | 10.25 | | Waiver Agreement, between the Company and L.I.A. Pure Capital Ltd., dated December 5, 2024 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on December 10, 2024). | | | 10.26 | | Loan Agreement dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2024), | | | 10.27 | | Shareholders Agreement, dated February 10, 2025, among the Company, Solterra Brand Services Italy SRL and SB Impact 4 Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on February 28, 2025). | | | 10.28 | | Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on February 26, 2025). | | | 10.29 | | Loan Agreement dated March 12, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 17, 2025), | | | 10.30 | | Share Purchase Agreement, dated April 9, 2025, between the Company, NTWO OFF Ltd. and Yaaran Investments Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on April 10, 2025) | | | 10.31 | | Purchase Agreement, dated as of May 12, 2025, between the Company and the YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on May 13, 2025). | | | 10.32 | | First Amendment to Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, dated May 18, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025). | | | 10.33 | | Loan Agreement, dated May 22, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025). | | | 10.34 | | Amendment to Loan Agreement, dated December 22, 2024, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025). | | | 10.35 | | Amendment to Loan Agreement, dated March 12, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd. (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC. on May 22, 2025). | | | 10.36 | | Second Amendment to Securities Purchase and Exchange Agreement, dated February 25, 2025, among the Company, MitoCareX Bio Ltd., SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, dated July 23, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on July 24, 2025). | | | 10.37 | | First Amendment to Purchase Agreement, dated as of May 12, 2025, between the Company and the YA II PN, Ltd., dated July 25, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on July 28, 2025). | | | 72 | | | 10.38 | | Promissory Note, dated as of August 12, 2025, between the Company and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on August 14, 2025). | | | 10.39 | | Loan Agreement, dated August 17, 2025, among the Company, MitoCareX Bio Ltd. and L.I.A. Pure Capital Ltd., (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on August 18, 2025). | | | 10.40 | | Addendum 2 to Loan and Partnership Agreement, dated as of September 8, 2025, between N2OFF, Inc. and Solterra Renewable Energy Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on September 9, 2025). | | | 10.41 | | Securities Exchange Agreement, dated January 13, 2026, among the Company, Save Foods Ltd. and Voice Assist, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC. on January 13, 2026). | | | 10.42 | | Services Agreement, dated January 13, 2026, between the Company and Voice Assist, Inc. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC. on January 13, 2026). | | | 19.1 | | Insider Trading Policy (incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024). | | | 21.1* | | List of Subsidiaries | | | 23.1* | | Consent of Independent Registered Public Accounting Firm | | | 31.1* | | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | | | 31.2* | | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | | | 32.1** | | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer | | | 32.2** | | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer | | | 97.1 | | Clawback Policy (incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on April 1, 2024). | | | 101.INS | | Inline XBRL Instance Document | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | 104* | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | | * Filed herewith ** Furnished herewith + Management contract or compensatory plan or arrangement **ITEM 16. FORM 10-K SUMMARY** None. | 73 | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | NEXENTIS TECHNOLOGIES, INC. | | | | | | | | | By: | /s/ David Palach | | | | Name: | David Palach | | | | Title: | Chief Executive Officer | | | | Date: | March 31, 2026 | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ David Palach | | Chief Executive Officer | | March 31, 2026 | | | David Palach | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Lital Barda | | Chief Financial Officer | | March 31, 2026 | | | Lital Barda | | (Principal Financial Officer and Principal Accounting Officer) | | | | | | | | | | | | /s/ Amitay Weiss | | Chairman of the Board | | March 31, 2026 | | | Amitay Weiss | | | | | | | | | | | | | | /s/ Ronen Rosenbloom | | Director | | March 31, 2026 | | | Ronen Rosenbloom | | | | | | | | | | | | | | /s/ Israel Berenstein | | Director | | March 31, 2026 | | | Israel Berenstein | | | | | | | | | | | | | | /s/ Udi Kalifi | | Director | | March 31, 2026 | | | Udi Kalifi | | | | | | | | | | | | | | /s/ Eliahou Arbib | | Director | | March 31, 2026 | | | Eliahou Arbib | | | | | | | | | | | | | | /s/ Liat Sidi | | Director | | March 31, 2026 | | | Liat Sidi | | | | | | | | | | | | | | /s/ Asaf Itzhaik | | Director | | March 31, 2026 | | | Asaf Itzhaik | | | | | | | 74 | | **NEXENTIS TECHNOLOGIES INC.** **(FORMERLY N2OFF, INC.)** CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 | | | **NEXENTIS TECHNOLOGIES INC.** CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 TABLE OF CONTENTS **** | Page | | | | | | | | F-2 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm Name: Somekh Chaikin / PCAOB ID No. 1057/ Location: Tel Aviv, Israel) | | | | | | | | CONSOLIDATED FINANCIAL STATEMENTS: | | | F-3 | Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 | | | F-4 | Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024 | | | F-5 | Statements of Changes in Stockholders Equity for the years ended December 31, 2025 and 2024 | | | F-6 | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | | | F-7 F-50 | Notes to Consolidated Financial Statements | | **** | F-1 | | | | | **** **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholders and Board of Directors Nexentis Technologies, Inc. (formally; N2OFF, Inc.): Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Nexentis Technologies, Inc. and its subsidiaries (hereinafter the Company) as of December 31,2025 and 2024, the related consolidated statements of comprehensive loss, changes in stockholders equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity with U.S. generally accepted accounting principles. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1C to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1C. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. */S/* Somekh Chaikin Member Firm of KPMG International We have served as the Companys auditor since 2021. Tel Aviv, Israel March 31, 2026 **** | F-2 | | | | | **** **NEXENTIS TECHNOLOGIES INC.** CONSOLIDATED BALANCE SHEETS (USD in thousands except share and per share data) | | | December 31, | | | December 31, | | | | | | 2025 | | | 2024 | | | | Assets | | | | | | | | | | | Current Assets | | | | | | | | | | | Cash and cash equivalents | | | 3,832 | | | | 1,923 | | | | Restricted cash (Note 2D) | | | 37 | | | | - | | | | Investment in Marketable Securities (Note 6 (2)) | | | 239 | | | | 307 | | | | Accounts receivable | | | 134 | | | | 137 | | | | Short term loan (Note 6 (1)) | | | 396 | | | | 234 | | | | Prepaid expenses | | | 961 | | | | 450 | | | | Other current assets (Note 3) | | | 166 | | | | 1 | | | | Assets of discontinued operations (Note 11A) | | | - | | | | 31 | | | | Assets held for sale (Note 11B) | | | 249 | | | | 369 | | | | Total Current assets | | | 6,014 | | | | 3,452 | | | | | | | | | | | | | | | Long term prepaid expenses | | | 161 | | | | 244 | | | | Right-of-use asset arising from operating leases (Note 14) | | | 16 | | | | 8 | | | | Property and equipment, net (Note 5) | | | 26 | | | | - | | | | Investment in nonconsolidated affiliate (Note 10) | | | - | | | | 603 | | | | Long term loan (Note 6 (1)) | | | - | | | | 350 | | | | Solar photovoltaic joint venture project (Note 7) | | | 2,744 | | | | 808 | | | | Solar projects under development (Note 9) | | | 725 | | | | - | | | | Goodwill (Note 4) | | | 6,291 | | | | - | | | | Intangible asset (Note 4) | | | 4,428 | | | | - | | | | Total Assets | | | 20,405 | | | | 5,465 | | | | Liabilities and Shareholders Equity | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Short term loan (Note 15 (7)) | | | 740 | | | | - | | | | Accounts payable | | | 6 | | | | 19 | | | | Other liabilities (Note 12) | | | 416 | | | | 266 | | | | Current warrant liabilities (Note 8) | | | 78 | | | | 312 | | | | Liabilities of discontinued operations (Note 11A) | | | - | | | | 100 | | | | Liabilities held for sale (Note 11B) | | | 194 | | | | 195 | | | | Total current liabilities | | | 1,434 | | | | 892 | | | | | | | | | | | | | | | Non current operating lease liabilities (Note 14) | | | 8 | | | | - | | | | Credit facility (Note 8) | | | 237 | | | | - | | | | Stock purchase warrants liability (Note 15 (11)) | | | 113 | | | | - | | | | Contingent considerations (Note 4) | | | 2,141 | | | | - | | | | Deferred taxes liability (Note 4) | | | 742 | | | | - | | | | Total Liabilities | | | 4,675 | | | | 892 | | | | Commitment and contingent liabilities (Note 13) | | | - | | | | - | | | | Stockholders Equity (**) (Note 15) | | | | | | | | | | | Common stock of $ 0.0001 par value (Common Stock): 495,000,000 shares authorized as of December 31, 2025 and 2024; issued and outstanding 2,772,883 and 344,741 shares as of December 31, 2025 and 2024, respectively.(**) | | | -* | | | | -* | | | | Preferred stock of $ 0.0001 par value (Preferred Stock): 5,000,000 shares authorized as of December 31, 2025 and 2024; no shares issued and outstanding as of December 31, 2025 and 2024.(**) | | | - | | | | - | | | | Additional paid-in capital(**) | | | 54,605 | | | | 39,328 | | | | Foreign currency translation adjustments(**) | | | (38 | ) | | | (26 | ) | | | Accumulated deficit(**) | | | (38,557 | ) | | | (34,553 | ) | | | Total Companys stockholders equity(**) | | | 16,010 | | | | 4,749 | | | | Non-controlling interest(**) | | | (280 | ) | | | (176 | ) | | | Total stockholders equity(**) | | | 15,730 | | | | 4,573 | | | | Total liabilities and stockholders equity (**) | | | 20,405 | | | | 5,465 | | | | (*) | Less than $1 thousand. | | | (**) | Adjusted to reflect one (1) for thirty-five (35) reverse stock split in September 2025 (see note 1B). | | **The accompanying notes are an integral part of the consolidated financial statements.** **** | F-3 | | | | | **NEXENTIS TECHNOLOGIES INC.** CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD in thousands except share and per share data) | | | 2025 | | | 2024 | | | | | | Year ended | | | | | | December 31 | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | Research and development expenses (Note 17) | | | (179 | ) | | | - | | | | General and administrative expenses, exclusive of depreciation and amortization (Note 18) | | | (5,109 | ) | | | (3,283 | ) | | | Change in fair value of contingent consideration | | | 1,136 | | | | - | | | | Depreciation and amortization (Note 4) | | | (78 | ) | | | - | | | | Operating loss | | | (4,230 | ) | | | (3,283 | ) | | | Financing expense, net (Note 19) | | | (1,545 | ) | | | (252 | ) | | | Other income (Note 15(7)) | | | 1,811 | | | | 428 | | | | Changes in fair value of investments measured under the fair value option (Notes 6, 7) | | | 351 | | | | (1,212 | ) | | | Net loss before tax | | | (3,613 | ) | | | (4,319 | ) | | | Income taxes | | | 18 | | | | - | | | | Net loss from continuing operation | | | (3,595 | ) | | | (4,319 | ) | | | Net loss from discontinued operations (Note 11) | | | (561 | ) | | | (1,028 | ) | | | Net loss | | | (4,156 | ) | | | (5,347 | ) | | | Less: Net loss attributable to non-controlling interests | | | 152 | | | | 154 | | | | Net loss attributable to the Companys stockholders equity | | | (4,004 | ) | | | (5,193 | ) | | | | | | | | | | | | | | Loss per share from continuing operations (basic) (*) (Note 21) | | | (3.04 | ) | | | (22.25 | ) | | | Loss per share from discontinued operations (basic) (*) | | | (0.50 | ) | | | (5.49 | ) | | | Total loss per share (basic) | | | (3.54 | ) | | | (27.74 | ) | | | | | | | | | | | | | | Weighted average number of shares of Common Stock outstanding - basic (*) (Note 21) | | | 1,132,707 | | | | 187,215 | | | | | | | | | | | | | | | Loss per share from continuing operations (diluted) (*) | | | (8.11 | ) | | | (22.25 | ) | | | Loss per share from discontinued operations (diluted) (*) | | | (0.50 | ) | | | (5.49 | ) | | | Total loss per share (diluted) | | | (8.61 | ) | | | (27.74 | ) | | | | | | | | | | | | | | Weighted average number of shares of Common Stock outstanding diluted (*) | | | 1,288,249 | | | | 187,215 | | | | Comprehensive income (loss): | | | | | | | | | | | Net loss | | | (4,156 | ) | | | (5,347 | ) | | | Other comprehensive loss - Foreign currency translation adjustments | | | (17 | ) | | | - | | | | Comprehensive income (loss) | | | (4,173 | ) | | | (5,347 | ) | | | Other comprehensive income (loss) attributable to non-controlling interests | | | 157 | | | | 154 | | | | Comprehensive loss attributable to the Companys stockholders | | | (4,016 | ) | | | (5,193 | ) | | | (*) | Adjusted to reflect one (1) for thirty-five (35) reverse stock split in September 2025 (see note 1B). | | **The accompanying notes are an integral part of the consolidated financial statements.** **** | F-4 | | | | | **** **NEXENTIS TECHNOLOGIES INC.** STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (USD in thousands, except share and per share data) | | | Number of Shares (**) | | | Amount | | | Additional paid-in capital | | | Foreign currency translation adjustments | | | Accumulated deficit | | | Total Companys Stockholders equity | | | Non- controlling interest | | | Total stockholders equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BALANCE AT DECEMBER 31, 2023 | | | 84,643 | | | | -* | | | | 35,866 | | | | (26 | ) | | | (29,360 | ) | | | 6,480 | | | | (22 | ) | | | 6,458 | | | | CHANGES DURING THE YEAR ENDED DECEMBER 31, 2024: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for standby equity purchase agreement II | | | 190,489 | | | | -* | | | | 2,706 | | | | - | | | | - | | | | 2,706 | | | | - | | | | 2,706 | | | | Issuance of shares to service providers | | | 69,609 | | | | -* | | | | 758 | | | | - | | | | - | | | | 758 | | | | - | | | | 758 | | | | Share based compensation to employee | | | - | | | | - | | | | 1 | | | | - | | | | - | | | | 1 | | | | -* | | | | 1 | | | | Treasury stock transaction due to change of control | | | - | | | | - | | | | (3 | ) | | | | | | | - | | | | (3 | ) | | | - | | | | (3 | ) | | | Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (5,193 | ) | | | (5,193 | ) | | | (154 | ) | | | (5,347 | ) | | | BALANCE AT DECEMBER 31, 2024 | | | 344,741 | | | | -* | | | | 39,328 | | | | (26 | ) | | | (34,553 | ) | | | 4,749 | | | | (176 | ) | | | 4,573 | | | | CHANGES DURING THE YEAR ENDED DECEMBER 31, 2025: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of shares for private investment in public equity (PIPE) agreement | | | 143,577 | | | | -* | | | | -* | | | | - | | | | - | | | | -* | | | | - | | | | -* | | | | Issuance of shares for the consideration of the acquisition of MitoCareX Bio Ltd | | | 1,171,942 | | | | -* | | | | 4,840 | | | | - | | | | - | | | | 4,840 | | | | - | | | | 4,840 | | | | Issuance of shares for services | | | 271,433 | | | | -* | | | | 2,860 | | | | - | | | | - | | | | 2,860 | | | | - | | | | 2,860 | | | | Issuance of shares for purchase agreement | | | 606,966 | | | | -* | | | | 2,655 | | | | - | | | | - | | | | 2,655 | | | | - | | | | 2,655 | | | | Warrant exercises | | | 234,224 | | | | -* | | | | 4,598 | | | | - | | | | - | | | | 4,598 | | | | - | | | | 4,598 | | | | Share based compensation | | | - | | | | - | | | | 91 | | | | - | | | | - | | | | 91 | | | | -* | | | | 91 | | | | Deconsolidation of NTWO OFF Ltd | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 29 | | | | 29 | | | | Capital contribution from non-controlling interests | | | - | | | | - | | | | 56 | | | | - | | | | - | | | | 56 | | | | 24 | | | | 80 | | | | Pre funded warrants | | | - | | | | - | | | | 177 | | | | - | | | | - | | | | 177 | | | | - | | | | 177 | | | | Foreign currency translation adjustments | | | - | | | | - | | | | - | | | | (12 | ) | | | - | | | | (12 | ) | | | (5 | ) | | | (17 | ) | | | Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (4,004 | ) | | | (4,004 | ) | | | (152 | ) | | | (4,156 | ) | | | BALANCE AT DECEMBER 31, 2025 | | | 2,772,883 | | | | -* | | | | 54,605 | | | | (38 | ) | | | (38,557 | ) | | | 16,010 | | | | (280 | ) | | | 15,730 | | | | (*) | Less than $1 thousand. | | | (**) | Adjusted to reflect one (1) for thirty-five (35) reverse stock split in September 2025 (see note 1B). | | **The accompanying notes are an integral part of the consolidated financial statements.** **** | F-5 | | | | | **** **NEXENTIS TECHNOLOGIES INC.** CONSOLIDATED STATEMENTS OF CASH FLOWS (USD in thousands) | | | 2025 | | | 2024 | | | | | | Year ended | | | | | | December 31 | | | | | | 2025 | | | 2024 | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net loss | | | (4,156 | ) | | | (5,347 | ) | | | Adjustments required to reconcile net loss for the year to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 71 | | | | 18 | | | | Issuance of shares to employees and service providers | | | 2,054 | | | | 746 | | | | Share based compensation to employees and directors | | | 91 | | | | 1 | | | | Expenses funded by non-controlling interests | | | 80 | | | | - | | | | Gain from sales of property and equipment | | | (3 | ) | | | -* | | | | Gain from standby equity purchase agreement II (note 15(7)) | | | (1,811 | ) | | | (428 | ) | | | Expenses from standby equity purchase agreement II (note 15(7)) | | | 182 | | | | 170 | | | | Interest in respect of loans | | | 47 | | | | 16 | | | | Gain from deconsolidation of subsidiary | | | (44 | ) | | | - | | | | Change in fair value of warrant liability | | | (234 | ) | | | 5 | | | | Change in fair value of credit facility liability | | | 62 | | | | - | | | | Change in fair value of PIPEs warrant liability | | | 1,382 | | | | - | | | | Change in fair value of investment in nonconsolidated affiliate | | | 603 | | | | 1,299 | | | | Change in fair value of convertible loan | | | (46 | ) | | | 56 | | | | Change in fair value of solar project | | | (919 | ) | | | (44 | ) | | | Change in fair value of marketable securities | | | 68 | | | | (88 | ) | | | Change in fair value of contingent considerations | | | (1,136 | ) | | | - | | | | Exchange rate differences on operating leases | | | 3 | | | | 9 | | | | Decrease (increase) in accounts receivable, net | | | 9 | | | | (36 | ) | | | Decrease in inventory | | | 7 | | | | 101 | | | | Decrease in prepaid expenses and other current assets | | | 66 | | | | 262 | | | | Increase (decrease) in accounts payable | | | (20 | ) | | | 12 | | | | Decrease in other liabilities | | | (164 | ) | | | (169 | ) | | | Decrease in operating lease expense | | | 14 | | | | 48 | | | | Change in operating lease liability | | | (14 | ) | | | (50 | ) | | | Net cash used in operating activities | | | (3,808 | ) | | | (3,419 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | Investment in solar projects under development | | | (743 | ) | | | (250 | ) | | | Proceeds from sales of property and equipment | | | 3 | | | | -* | | | | Purchase of property | | | (14 | ) | | | - | | | | Proceeds from sale of subsidiary (net of cash disposed) | | | (25 | ) | | | - | | | | Cash used in purchased of MitoCareX | | | (565 | ) | | | - | | | | Long term loan granted | | | - | | | | (406 | ) | | | Investment in marketable securities | | | - | | | | (219 | ) | | | Short term loan granted | | | (872 | ) | | | (250 | ) | | | Solar photovoltaic joint venture project | | | (1,017 | ) | | | (764 | ) | | | Net cash used in investing activities | | | (3,233 | ) | | | (1,889 | ) | | | CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | Proceeds from credit facility | | | 1,340 | | | | - | | | | Repayment of credit facility | | | (1,165 | ) | | | - | | | | Proceeds from PIPE Agreement | | | 1,500 | | | | - | | | | Proceeds from exercise of warrants from PIPE Agreement | | | 1,830 | | | | - | | | | Proceeds from promissory note | | | 1,500 | | | | 1,455 | | | | Repayments of promissory note | | | (300 | ) | | | (1,543 | ) | | | Proceeds from standby equity purchase agreement, net | | | 4,151 | | | | 3,135 | | | | Net cash provided by financing activities | | | 8,856 | | | | 3,047 | | | | | | | | | | | | | | | Effect of exchange rate changes on cash and cash equivalents | | | (11 | ) | | | (8 | ) | | | | | | | | | | | | | | INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | | | 1,804 | | | | (2,269 | ) | | | | | | | | | | | | | | CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | | | 2,209 | | | | 4,478 | | | | | | | | | | | | | | | CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | | | 4,013 | | | | 2,209 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Reconciliation of cash, cash equivalents and restricted cash: | | | | | | | | | | | Cash and cash equivalents | | | 3,832 | | | | 1,923 | | | | Restricted cash | | | 37 | | | | - | | | | Cash classified as assets of discontinued operations | | | - | | | | 31 | | | | Cash classified as assets held for sale | | | 144 | | | | 255 | | | | Total cash, cash equivalents and restricted cash | | | 4,013 | | | | 2,209 | | | | | | | | | | | | | | | Cash paid during the year for: | | | | | | | | | | | Interest | | | 77 | | | | - | | | | Non cash transactions: | | | | | | | | | | | Initial recognition of operating lease liability and a corresponding right-of- use asset | | | 39 | | | | - | | | | Reclassification of warrant liabilities to equity upon exercise of warrants | | | 2,769 | | | | - | | | | Issuance of shares for future services | | | 1,107 | | | | 12 | | | | Non-cash financing costs related to issuance of promissory note | | | 409 | | | | - | | | | Recognition of Prepaid Warrant Costs and Corresponding Warrant Liability | | | - | | | | 307 | | | | (*) | Less than $1 thousand. | | **The accompanying notes are an integral part of the consolidated financial statements.** **** | F-6 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 GENERAL | A. | 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 Companys 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 Companys business as the surviving corporation. On January 26, 2026, the Companys board of directors approved the Companys 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 Companys equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital. see Note 11(B) and Note 24(2) below. On March 31, 2023, the Company entered into a securities exchange agreement with Plantify Foods, Inc. (Plantify), a Canadian corporation traded on the TSX Venture Exchange (TSXV), which focuses on the development and production of clean-label plant-based products - see Note 10 below. On August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd., a company organized under the laws of the State of Israel (Yaaran) and formed an Israeli subsidiary, NTWO OFF Ltd. (NTWO OFF) which focus on nitrous oxide (N2O), a potent greenhouse gas with significant global warming ramifications. On April 9, 2025, the Company entered into a share purchase agreement (the SPA), by and among the Company, Yaaran, and NTWO OFF, which provides for the sale by the Company to Yaaran 100% of the Companys shares of NTWO OFF. - see Note 11A. On February 10, 2025, the Companys 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 see Note 9 below. On October 20, 2025, the Company completed the acquisition of 100% of the share capital of MitoCareX Bio Ltd. an Israeli private company (MitoCareX) see Note 4 below. The Companys Common Stock is listed on The Nasdaq Capital Market under the symbol NXTS. | F-7 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 GENERAL (continued) | B. | Reverse stock split | | On September 22, 2025, the Company effected a 1-for-35 reverse stock split of the Companys outstanding Common Stock (the Reverse Stock Split) in order to regain compliance with the Nasdaq minimum bid price requirement, following the notice received from Nasdaq on March 28, 2025 regarding the Companys non-compliance with such requirement. As a result of the Reverse Stock Split, every thirty-five shares of the Companys outstanding Common Stock prior to the effect of that amendment were combined and reclassified into one share of the Companys 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 and per share information in these consolidated financial statements have been restated to reflect the Reverse Stock Split on a retroactive basis. | C. | Going concern uncertainty | | Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $39 million. The Company has financed its operations mainly through financing by the issuance of the Companys equity from various investors. The Companys 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 December 31, 2025, management currently is of the opinion that its existing cash will be sufficient to fund operations through the first quarter of 2027 (less than 12 months from the date the financial statements are issued). As a result, there is substantial doubt regarding the Companys 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. | D. | 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 Companys 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. 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 Companys operations and financial results, if any, cannot be reasonably estimated at this time. | F-8 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 GENERAL (continued) As a significant portion of the Companys activities, including research and development activities conducted through MitoCareX, are located in Israel, and members of the Companys management and certain employees and consultants are located in Israel, the Companys 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 Companys 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 Companys 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 SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). | A. | Use of Estimates in the preparation of financial statements | | The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues 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 calculation of fair value of the financial instruments, the useful lives of long-lived assets, assumptions used in assessing impairment of long-lived assets and goodwill and valuation of contingent considerations. | B. | Functional currency | | Most of the Companys costs are denominated and determined in U.S. dollars. Management believes that the dollar is the currency in the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. Transactions and monetary balances in other currencies are translated into the functional currency using the current exchange rate. Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars in accordance with Accounting Standards Codification (ASC) 830, Foreign Currency Matters. All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. For subsidiaries whose functional currency is not the U.S. dollar, assets and liabilities are translated at the balance sheet date and income statement items are translated at average exchange rates, with translation adjustments recorded in other comprehensive income (loss). | F-9 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | C. | Principles of consolidation | | The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation. | D. | Cash and cash equivalents, and restricted cash | | Cash equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired. Restricted cash as of December 31, 2025 include $ 37, collateral account for the Companys corporate credit cards and a lease liability and is classified in current assets. **** | E. | Investment in Marketable Securities | | The Company account for its investments in equity securities in accordance with ASC 321, Investments Equity Securities. The Company measures equity investments at fair value with the related realized and unrealized gains and losses recognized in the Companys Consolidated Statements of Operations. For equity investments without a readily determinable fair value, the Company measures these investments at cost less impairment, adjusted for observable price changes in orderly transactions. The Company will apply this measurement method to the investment until it becomes eligible to be measured at fair value, which is reassessed at each reporting period. Investments in equity securities that the Company does intend to hold for more than a year are presented in Marketable Securities in the Companys Consolidated Balance Sheets. Investments in equity securities that the Company intends to hold for more than one year are included in Investments in unconsolidated affiliates in the Companys Consolidated Balance Sheets. | F. | Accounts receivable | | The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management considers historical losses adjusted to take into account current market conditions and its customers financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. | F-10 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | G. | Property, plant and equipment, net | | **** | 1. | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive Loss. | | | | | | | | 2. | Rates of depreciation: | | SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT DEPRECIATION RATES | | % | | | | Furniture and office equipment | | | 7-15 | | | | Machines | | | 10-15 | | | | Lab equipment | | | 15 | | | | Computers | | | 33 | | | | Vehicle | | | 15 | | | | H. | Fair value | | Fair value of certain of the Companys financial instruments including cash, account receivable, 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. | F-11 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | H. | Fair value (continued) | | 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. The Companys financial assets that are measured at fair value on a recurring basis by level within the fair value hierarchy are as follows: SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES ON RECURRING BASIS | | | 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 | | | **** | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | As of December 31, 2024 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | US$ | | | | | | | | | | | | | | | | | | | Assets: | | | | | | | | | | | | | | | | | | | Investment in Plantify | | | 603 | | | | - | | | | - | | | | 603 | | | | Investment in Solterra | | | 307 | | | | - | | | | - | | | | 307 | | | | Solar photovoltaic joint venture project | | | - | | | | - | | | | 808 | | | | 808 | | | | Loan granted to MitoCareX | | | - | | | | - | | | | 234 | | | | 234 | | | | Convertible loan to Solterra | | | - | | | | - | | | | 350 | | | | 350 | | | | Total assets | | | 910 | | | | - | | | | 1,392 | | | | 2,302 | | | | F-12 | | | | | **** **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | H. | Fair value (continued) | | The following table presents the changes in fair value of the Level 3 assets for the period December 31, 2024 through December 31, 2025: SCHEDULE OF FAIR VALUE OF THE LEVELS 3 ASSETS AND LIABILITIES | | | Solar photovoltaic joint venture project | | | Loan granted to MitoCareX | | | Convertible loan to Solterra | | | Investment in Plantify | | | Total | | | | | | US$ | | | | Assets: | | | | | | | | | | | | | | | | | | | | | | | Outstanding at December 31, 2024 | | | 808 | | | | 234 | | | | 350 | | | | - | | | | 1,392 | | | | Additions during the period | | | 1,017 | | | | 872 | | | | - | | | | - | | | | 1,889 | | | | Purchase of MitoCareX | | | - | | | | (1,106 | ) | | | - | | | | - | | | | (1,106 | ) | | | Transfers into Level 3 (see Note 10) | | | - | | | | - | | | | - | | | | 782 | | | | 782 | | | | Changes in fair value | | | 919 | | | | - | | | | 46 | | | | (782 | ) | | | 183 | | | | Outstanding at December 31, 2025 | | | 2,744 | | | | - | | | | 396 | | | | - | | | | 3,140 | | | **** The Companys financial liabilities 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 December 31, 2025 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | US$ | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | Contingent considerations | | | - | | | | - | | | | 2,141 | | | | 2,141 | | | | Stock purchase warrants liability | | | - | | | | - | | | | 113 | | | | 113 | | | | Warrant liabilities to Pure Capital | | | - | | | | - | | | | 78 | | | | 78 | | | | Credit facility | | | - | | | | - | | | | 237 | | | | 237 | | | | Total liabilities | | | - | | | | - | | | | 2,569 | | | | 2,569 | | | **** | F-13 | | | | | **** **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (continued)** | H. | Fair value (continued) | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | As of December 31, 2024 | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | | | US$ | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | Warrant liabilities to Pure Capital | | | - | | | | - | | | | 312 | | | | 312 | | | | Total liabilities | | | - | | | | - | | | | 312 | | | | 312 | | | The following table presents the changes in fair value of the level 3 liabilities for the period from December 31, 2024 through December 31, 2025: | | | Stock purchase warrants liability | | | Warrant liabilities to Pure Capital | | | Credit facility | | | Contingent considerations | | | Total | | | | | | US$ | | | | Liabilities: | | | | | | | | | | | | | | | | | | | | | | | Outstanding at December 31, 2024 | | | - | | | | 312 | | | | - | | | | - | | | | 312 | | | | Additions during the period | | | 1,500 | | | | - | | | | 1,340 | | | | 3,277 | | | | 6,117 | | | | Settlements of liabilities | | | (2,769 | ) | | | - | | | | (1,165 | ) | | | - | | | | (3,934 | ) | | | Changes in fair value | | | 1,382 | | | | (234 | ) | | | 62 | | | | (1,136 | ) | | | 74 | | | | Outstanding at December 31, 2025 | | | 113 | | | | 78 | | | | 237 | | | | 2,141 | | | | 2,569 | | | **** **** | I. | Variable Interest Entities | | The Company accounts for variable interest entities in accordance with ASC Topic 810, Consolidation (ASC 810). Under ASC 810, a variable interest entity (VIE) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIEs economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE. To assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers all the facts and circumstances including its ongoing rights and responsibilities. | F-14 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | I. | Variable Interest Entities (continued) | | This assessment includes identifying the activities that most significantly impact the VIEs economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of the VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests, and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant decisions affecting the VIE, and the Company has an obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, then the Company consolidates the VIE. | J. | Business Combinations | | **** The Companys consolidated financial statements include the operations of acquired businesses from the acquisition date. Acquired businesses are accounted for using the acquisition method of accounting, which requires, among other things, that most assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date and that the fair value of acquired in process research and development be recorded on the balance sheet. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. | K. | 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 (See Note 4). 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. | L. | Credit facility | | **** Under the Fair Value Option Subsection of ASC Subtopic 825-10, Financial Instruments Overall (ASC 825), the Company has an irrevocable option to designate certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The loans drawn under the credit facility are measured at fair value at each reporting date, with changes in fair value recognized in earnings. Fair value changes exclude accrued interest, which is recorded separately in interest expense. In accordance with ASC 825-10-45-5, the portion of the change in fair value attributable to changes in the instrument-specific credit risk is recognized in other comprehensive income (loss). The Company estimates changes in instrument-specific credit risk by calculating the difference between the total fair value change of the instrument and the portion attributable to changes in a relevant risk-free interest rate benchmark. The Company elected the fair value option for its credit facility which includes an embedded prepayment option, see Note 8. | F-15 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | M. | Project assets | | **** The Company develops commercial solar power projects (project assets) for sale. Project assets consist primarily of costs relating to solar power projects in various stages of development that are capitalized prior to entering into a definitive sales agreement for the solar power project. These costs include certain acquisition costs, land costs and costs for developing and constructing a solar power project. Development costs can include legal, consulting, permitting, and other similar costs. Construction costs can include execution of field construction, installation of solar equipment, and solar modules and related equipment. Any revenue generated from a solar power project connected to the grid would be considered incidental income and accounted for as a reduction of the capitalized project costs for development. In addition, the Company presents all expenditures related to the purchase, development and construction of project assets as a component of cash flows from investing activities. During the development phase, these project assets are accounted for in accordance with the recognition, initial measurement and subsequent measurement subtopics of ASC 970-360, as they are considered in substance real estate. While the solar power projects are in the development phase, they are generally classified as non-current assets, unless it is anticipated that construction will be completed, and sale will occur within one year. The Company reviews project assets and deferred project costs for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a project commercially viable or recoverable if it is anticipated to be sold for a profit once it is either fully developed or fully constructed. The Company considers a partially developed or partially constructed project commercially viable or recoverable if the anticipated selling price is higher than the carrying value of the related project assets and the estimated costs to complete. The Company examines a number of factors to determine if the project will be recoverable, the most notable of which include whether there are any changes in environmental, ecological, permitting, market pricing or regulatory conditions that impact the project. Such changes could cause the costs of the project to increase or the selling price of the project to decrease. If a project is not considered recoverable, the Company impairs the respective project assets and adjusts the carrying value to the estimated recoverable amount, with the resulting impairment recorded within operations. | N. | Assets held for sale | | **** The Company accounts for assets held for sale in accordance with ASC 360 at the lower of carrying value or fair value less costs to sell. Fair value is the amount obtainable from the sale of the asset in an arms length transaction. The reclassification occurs when the assets are available for immediate sale and the sale is highly probable. These conditions are usually met from the date on which a letter of intent or agreement to sell is ready for signing. Assets and liabilities of a component classified as held for sale are presented separately in the consolidated balance sheets as Assets held for sale and Liabilities held for sale. If such component also qualifies as a discontinued operation under ASC 205-20, its results of operations are presented separately from continuing operations in the consolidated statements of operations. | O. | 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 entitys 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. Cash flow information related to discontinued operations is disclosed in Note 11. | F-16 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | P. | Impairment of long-lived assets | | The Companys long-lived assets are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. No impairment expenses were recorded during the years ended December 31, 2025 or 2024. **** | Q. | Income taxes | | **** The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Accordingly, deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial statement carrying amount and the tax bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized. The Company accounts for unrecognized tax benefits in accordance with ASC Topic 740, which prescribes detailed guidance for the financial statement recognition, measurement and disclosure of unrecognized tax benefits recorded in a Companys financial statements. According to ASC Topic 740, tax positions must meet a more-likely-than-not recognition threshold to be recognized. Recognized tax positions are measured as the largest amount that is greater than 50 percent likely of being realized. The Companys accounting policy is to present interest and penalties relating to income taxes within income taxes; however, the Company did not recognize such items in its fiscal years 2025 and 2024 financial statements and did not recognize any amount with respect to an unrecognized tax benefit in its balance sheets. | R. | Research and development expenses | | Research and development expenses are charged to comprehensive loss as incurred. | S. | Royalty-bearing grants | | Royalty-bearing grants from the Israeli Innovation Authority (the IIA) for funding approved research and development projects are recognized at the time Save Foods Ltd. is entitled to such grants (i.e. at the time that there is reasonable assurance that the Save Foods Ltd will comply with the conditions attached to the grant and that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and development costs. The cumulative research and development grants received by Save Foods Ltd. from inception through December 31, 2025 and 2024, amounted to $156. As of December 31, 2025, and 2024, the Company did not accrue or pay any royalties to the IIA since no revenues were recognized in respect of the funded projects. In addition, the Company does not anticipate future sales related to these grants. | F-17 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | T. | Inventories | | Inventories are valued at the lower of cost or net realizable value. Cost of raw and packaging materials, purchased products, manufactured finished products and products in process are determined on the average cost basis. The Company regularly reviews its inventories for impairment and reserves are established when necessary. During the year ended December 31, 2024 the Company wrote-off inventory at a cost of $61. | U. | Basic and diluted loss per Common Stock | | Basic loss per Common Stock is computed by dividing the loss for the period applicable to stockholders, by the weighted average number of shares of Common Stock outstanding during the period. In computing diluted earnings (loss) per share, basic earnings (loss) per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares. Accordingly, for the year ended December 31, 2025 certain potentially dilutive securities were included in the computation of diluted earnings per share, as they were dilutive. Accordingly, for the year ended December 31,2024, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted loss per share. | V. | Stock-based compensation | | The Company measures and recognizes the compensation expense for all equity-based payments to employees and nonemployees based on their estimated fair values in accordance with ASC 718, Compensation- Stock Compensation. Share-based payments including grants of stock options are recognized in the statement of comprehensive loss as a compensation expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of forfeitures as they occur, applying the accelerated vesting method, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. | W. | Concentrations of credit risk | | Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli Shekels, are deposited with major banks in Israel and United States. The Company considers that its cash and cash equivalents have low credit risk based on the credit ratings of the counterparties. In addition, the Company is exposed to credit risk in respect of certain financial instruments. The Company monitors these exposures on an ongoing basis, and such credit risk is reflected in the fair value measurement of these instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements. | X. | Commitments and Contingencies | | The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred. | F-18 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | Y. | Leases | | The Company determines if an arrangement is or contains a lease at contract inception. The Company is a lessee in certain operating leases primarily for office space and vehicles. Operating leases are included in operating lease right-of-use (ROU) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. ROU assets represent Companys right to use an underlying asset for the lease term and lease liabilities represent Companys obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of Companys leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Companys lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in statement of comprehensive loss. | Z. | New Accounting Pronouncements | | **** **Accounting Standards Not Yet Adopted** **** The Company qualifies as an emerging growth company (EGC) as defined under the Jumpstart Our Business Startups Act (the JOBS Act). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs until it is required to comply with such updates, which is generally consistent, where applicable, with the adoption dates for entities other than public business entities. Income Taxes: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU add specific requirements for income tax disclosures to improve transparency and decision usefulness. The guidance in ASU 2023-09 requires that public business entities disclose specific categories in the income tax rate reconciliation and provide additional qualitative information for reconciling items that meet a quantitative threshold. In addition, the amendments in ASU 2023-09 require that all entities disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and disaggregated by individual jurisdictions. The ASU also includes other disclosure amendments related to the disaggregation of income tax expense between federal, state and foreign taxes. For public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments in this update are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update should be applied on a prospective basis and retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Companys disclosures. In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement- Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE), which requires public entities to disclose additional information in the notes to the financial statements disaggregating certain expense captions presented on the face of the income statement. The standard is effective for all entities for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements. The Company does not expect the ASU to have a material impact on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The update includes (i) refinements to the scope of the guidance on derivatives and hedging under ASC 815 and (ii) clarifications regarding the accounting for share-based noncash consideration received from a customer in a revenue contract. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. Based on a preliminary assessment, the Company does not expect the amendments related to the scope of derivatives to have a material impact on its financial statements; however, management continues to evaluate the potential impact of this ASU on future transactions. In September 2025, the FASB also issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which modifies the recognition threshold for capitalization of internal-use software costs. The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual periods. Early adoption is permitted. The Company is evaluating the impact of this ASU on its internal-use software capitalization policy and does not expect a material impact upon adoption. The effective date applies to all entities. | F-19 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (continued) | Z. | New Accounting Pronouncements (continued) | | In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating this ASU to determine its impact on the Companys disclosures. **NOTE 3 OTHER CURRENT ASSETS** ****SCHEDULE OF OTHER CURRENT ASSETS | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Government Institutions | | | 163 | | | | - | | | | Other receivable | | | 3 | | | | 1 | | | | Other current assets | | | 166 | | | | 1 | | | **** **NOTE 4 MITOCAREX TRANSACTION** **** On February 25, 2025, the Company, entered into a securities purchase and exchange agreement (the Mito Agreement) with MitoCareX, SciSparc Ltd., an Israeli public company (SciSparc), Dr. Alon Silberman (Alon) and Prof. Ciro Leonardo Pierri (Ciro, and together with SciSparc and Alon, the Sellers) pursuant to which the Company will acquire from each of the Sellers their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the Ordinary Shares), thereby resulting in MitoCareX becoming a wholly-owned subsidiary of the Company. The acquisition was undertaken as the Companys management believes that the business activities of MitoCareX operate in a sector with significant growth potential and are expected to support the Companys long-term strategic development. The closing of the Mito Agreement occurred on October 20, 2025 (Closing date), after all customary closing conditions, including stockholder approval, had been satisfied. Prior to the Closing date, the Company had provided MitoCareX with a short-term loan in the amount of approximately $1,053. Upon completion of the acquisition, this balance was effectively settled as part of the business combination. On the closing date, SciSparc transferred 6,622 Ordinary Shares to the Company, in consideration for a cash payment of $700. The Company issued and delivered shares of Common Stock to the Sellers equal to 40% of the capital stock of the Company on a fully diluted basis, calculated as of immediately following the closing date (collectively, the Exchanged Common Stock); and as consideration for the Exchanged Common Stock, (1) Alon transferred 11,166 Ordinary Shares to the Company, which represented 100% of the Ordinary Shares owned by Alon as of the closing date; (2) Ciro transferred 5,584 Ordinary Shares to the Company, which represented 100% of the Ordinary Shares owned by Ciro as of the closing date; and (3) SciSparc transferred 12,066 Ordinary Shares to the Company (SciSparcs Exchanged Shares) and together with Alons Shares and Ciros Shares, the (Exchanged Ordinary Shares), which represented 100% of the holdings in MitoCareX. Following the closing, until December 31, 2028, the Sellers will have the right to receive additional shares of Common Stock, for no additional consideration, in an aggregate amount of up to 25% of the issued and outstanding capital stock of the Company on a fully-diluted basis calculated immediately following the Closing date subject to MitoCareX meeting certain milestones (the Contingent share consideration). | F-20 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 4 MITOCAREX TRANSACTION (continued)** Immediately prior to the closing date, Alon entered into an amended employment agreement with the Company and MitoCareX in connection with his employment as the Chief Executive Officer of MitoCareX, which provides, among other things, for a grant of restricted stock representing 5% of the capital stock of the Company on a fully diluted basis (calculated as of immediately following the closing date), pursuant to the Companys 2022 Share Incentive Plan. Such shares will vest in three equal installments on each of the first, second and third anniversary of the closing date, subject to Alons continued employment with MitoCareX. As additional consideration for the Exchanged Ordinary Shares, each of SciSparc, Alon and Ciro will receive, collectively, 30% of the gross proceeds of each financing transaction closed by the Company within five years of the closing, provided that the maximum amount payable to the foregoing parties will be $1,600 (the Contingent cash consideration). The Companys chairman of the board of directors and one of the Companys directors are also members of the board of directors of SciSparc. Acquisition-related costs incurred in connection with the transaction were recognized as an expense in the consolidated statement of operations as incurred. The total consideration of the acquisition was calculated using a third-party appraiser at approximately $8,864 and is comprised of the following components: | 1. | Cash consideration of $700. | | | | | | | | 2. | Share consideration consisting of 1,171,942 shares of the Companys Common Stock, issued at a fair value of $4.13 per share Companys close share price at the Closing date totaled to approximately $4,840. | | | | | | | | 3. | The fair value of the Contingent share consideration of up to 976,618 shares (25% of the issued and outstanding capital stock of the Company on a fully-diluted basis calculated as of immediately following the Closing date) were calculated as of the Closing date, using third-party appraiser. The third-party appraiser considered the expected probability for each milestone, its expected period and discount rate. The Company concluded that the Contingent share consideration fail the indexation guidance of ASC 815-40 and was classified as a liability. The Contingent share consideration as of the Closing date and as of December 31,2025, were calculated at approximately $2,034 and $854, respectively, and is included in non-current liabilities. | | | | | | | | 4. | The fair value of Contingent cash consideration was calculated using third-party appraiser. The third-party appraiser considered the expected future financing transaction during the period through October 2030, its expected period and 21% discount rate. The Contingent cash consideration was calculated as of the Closing date and as of December 31, 2025, at approximately $1,290 and $1,287, respectively. | | As of December 31, 2025, the Company recorded $47 of accrued liability, related to the Contingent cash consideration as a result of financing transaction closed by the Company by December 31, 2025. The remaining Contingent cash consideration balance of $1,287 is included in non-current liabilities, as repayment is contingent upon future financing transactions under the Companys control. From the acquisition date through December 31, 2025, MitoCareX did not generate revenues and incurred only operating expenses. Accordingly, the acquisition did not contribute revenues to the Companys consolidated results for the period. The annual MitoCareX net loss for the year ended December 31, 2025 amounted to $1,394, of which $276 related to the period after closing and which was included in the consolidated statements of operations for the year ended December 31, 2025. The annual MitoCareX net loss for the year ended December 31, 2024 amounted to $886**.** | F-21 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 4 MITOCAREX TRANSACTION (continued)** **Purchase price allocation** **** The Company has performed a valuation analysis to determine the fair market value of the assets acquired and liabilities assumed of MitoCareX. Based on the total consideration transferred in connection with the acquisition, the Company has determined the allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed. The following table summarizes the total purchase price and purchase price allocation as of the Closing date: SCHEDULE OF TOTAL PURCHASE PRICE AND PURCHASE PRICE | | | Unaudited | | | | | | USD in thousands | | | | Cash consideration | | | 700 | | | | Share consideration | | | 4,840 | | | | Contingent share consideration | | | 2,034 | | | | Contingent cash consideration | | | 1,290 | | | | Fair value of total consideration transferred | | | 8,864 | | | | | | | | | | | Recognized amounts of identifiable assets acquired and liabilities assumed | | | | | | | Cash and cash equivalents | | | 135 | | | | Other accounts receivables | | | 35 | | | | Fixed assets | | | 7 | | | | Pre-existing relationship | | | (1,053 | ) | | | Other accounts payables | | | (298 | ) | | | Net liabilities assumed | | | (1,174 | ) | | | | | | | | | | Identifiable intangible asset (1) | | | 4,506 | | | | Goodwill (2) | | | 6,291 | | | | Deferred taxes liability | | | (759 | ) | | | Total | | | 8,864 | | | | (1) | A proprietary algorithm developed by MitoCareX, with an estimated useful life of 11 years. The fair value of the identifiable intangible asset was determined using an income approach, specifically a discounted cash flow method, based on projected future economic benefits expected to be generated from the technology, discounted using a rate of 21%. The valuation incorporated assumptions regarding the expected commercialization potential of the technology, future development milestones, and an appropriate discount rate reflecting the risks associated with early-stage biotechnology assets. The valuation of the identifiable intangible asset involves significant estimates and assumptions, including projections of future cash flows and the selection of an appropriate discount rate. Although management believes these assumptions are reasonable, actual results may differ materially from those estimates. The Identifiable intangible asset is amortized on a straight-line basis over its estimated useful life, resulting in an amortization expense of approximately $78 during the year ended December 31, 2025. The Company does not expect the goodwill recognized in the transaction to be deductible for income tax purposes. | | | | | | | | | (2) | The valuation of goodwill is based on significant estimates and assumptions as of the acquisition date. As of December 31, 2025, no changes in these assumptions were identified. | | SCHEDULE OF CASH USED IN PURCHASE OF SUBSIDIARY | Net cash used in acquisition is as follows: | | | | | | Cash consideration paid | | | 700 | | | | Less: cash and cash equivalents acquired | | | (135 | ) | | | Net cash used in acquisition | | | 565 | | | **2025 Goodwill Impairment Test** **** The Company performed its annual goodwill impairment assessment for the year ended December 31, 2025. The assessment was conducted using a qualitative evaluation in accordance with ASC 350. In performing the qualitative assessment, the Company considered various factors, including, among others, the financial performance and operating results of MitoCareX, the proximity of acquisition date to the impairment test date, as well as industry and market conditions, and the overall economic environment. Based on this assessment, the Company concluded that it is more likely than not that the fair value of the reporting unit to which the goodwill is attributed exceeds its carrying amount. Therefore, no impairment was recorded. Due to the equity of the Company being above the market capitalization of the Company as of December 31, 2025, a further sustained decline in the Companys share price and market capitalization may require further testing, which may result in an impairment. | F-22 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 5 PROPERTY AND EQUIPMENT, NET** ****SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Computers | | | 67 | | | | - | | | | Furniture and office equipment | | | - | | | | - | | | | Machines and Lab equipment | | | 27 | | | | - | | | | Vehicles | | | - | | | | - | | | | Total cost | | | 94 | | | | - | | | | Less - accumulated depreciation | | | (68 | ) | | | - | | | | Total property and equipment, net | | | 26 | | | | - | | | For the years ended December 31, 2025, depreciation expenses were $1. **NOTE 6 INVESTMENT AND LOAN TO SOLTERRA** | 1. | On June 30, 2024, the Company entered into a 24 month Loan Agreement with Solterra Renewable Energy Ltd. (Solterra) and other lenders, under which the Company committed 375 thousands (approximately $406) out of a total 500 thousands principal amount. The loan bears annual interest of 7%, payable beginning June 30, 2025. Solterra shall have the option to convert the loan into shares of Solterra Energy Ltd. (SE), at the lowest price per share under which SE raises capital during the period from the Loan Agreement date through conversion. If the loan is not converted or repaid in full within nine months from the closing date of the merger involving SE, the interest rate increases to 12% per annum. On October 28, 2025 the Company entered into an amendment to the Loan Agreement, pursuant to which the accrued interest through June 30, 2025 was added to the loan principal and bears interest from that date. | | The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. As of December 31, 2025, the Company estimated the fair value of the Loan Agreement at $396, based on a third-party valuation applying a 26.9% market discount rate for similar loans. The Companys chairman of the board of directors also serves as a director of SE. | 2. | During 2024, the Company acquired 267,000 shares of SE for a total consideration of NIS801 thousands (approximately $219). | | The Company measured the investment at fair value accordance with ASC 321. The fair value of the investment as of December 31, 2025 and 2024 was $239 and $307, respectively, based on quoted prices in active markets. | F-23 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 7 SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT** | 1. | On July 31, 2024, the Company entered into a Loan and Partnership Agreement with Horizons RES PE1 UG (haftungsbeschrnkt) & Co. KG a German partnership (the Partnership), Solterra, and other lenders, under which the Company committed 1,560 thousands (approximately $1,716) out of a total 2,080 thousands (approximately $2,288) loan for solar energy projects. The loan bears interest of 7% annually and matures upon the earlier of the sale of the Partnership or five years from the agreement date. The Companys loan is secured by a lien on Solterras interests in the Partnership, and all loans from Solterra are subordinated. The lenders are entitled to 50% of the Partnerships profits, with the Company entitled to 25% through one of several profit rights alternatives. | | In June 2025, the Company and the other lenders entered into an addendum to the original Loan and Partnership Agreement to provide an additional bridge loan of 25 thousands (approximately $27) to the Partnership, of which the Company contributed 19 thousands (approximately $20). The proceeds are intended to fund a feasibility study for a battery energy storage project near the PV Project in Germany. The additional loan bears interest at 7% annually and is subject to the same maturity and repayment terms as the original loan. All other provisions of the original agreement remain unchanged. On September 8, 2025, the Partnership entered into Addendum No. 2 to the Loan and Partnership Agreement (Addendum No. 2), pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of 600 thousands (the Principal Addendum Amount), of which the Company committed 450 thousands (approximately $528). The Principal Addendum Amount bears interest at a rate of 7% per annum and will mature in accordance with the terms of the Loan under the Loan and Partnership Agreement. Proceeds from Addendum No. 2 are intended to be used to support development of a battery energy storage system and photovoltaic facility aimed at achieving Ready-to-Build status. On December 24, 2025, the Partnership, Solterra, and other lenders (New Lenders), entered into additional Loan Agreement (Loan No. 2), pursuant to which the New Lenders agreed to provide additional funding in the aggregate principal amount of 280 thousands (the Principal Loan Amount), of which the Company committed 210 thousands (approximately $219). The Principal Loan Amount bears interest at a rate of 7% per annum and has a contractual maturity of 24 months. The loan is intended to be repaid in full until the project reaching ready-to-build (RTB) stage. In addition, the New Lenders are entitled to receive 85% of the reduced development fee payable to the developer upon achievement of the RTB milestone, with the remaining 15% payable to Solterra. As of December 31, 2025, the Company has funded 1,455 thousands (approximately $1,708). The Companys interest in the Partnership was evaluated under ASC 810-10, and the Company determined that the Partnership is not subject to consolidation by the Company. Accordingly, the Partnership is not consolidated in the Companys consolidated financial statements. The Company elected to account for the Loan and Partnership Agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability of completion of the project based on key milestones, scenarios for the expected projects cash realization value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation date. The interest rate was determined at 8.30% and 9.18% as of December 31, 2025 and 2024, respectively. The Company calculated the Loan Agreement and the fair value of the Companys interest in the Partnership and Loan amounted to 2,164 thousands (approximately $2,542) and 780 thousands (approximately $808) as of December 31, 2025 and 2024, respectively. | F-24 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 7 SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)** | 2. | On May 6, 2025, the Company, together with other investors, entered into a loan agreement with Soltra Renewable Energies Ltd. (the Borrower), an Israeli traded company, to finance the development of a battery storage project in Poland known as the Pikozow Project. Under the agreement, the Company extended a loan in the principal amount of 150 thousands (approximately $177) as part of an aggregate 500 thousands (approximately $571) loan provided by all lenders. | | **** In the event the project is sold to a third party not related to the Borrower during a 30 months term, the Company will be entitled to repayment of the principal plus a pro-rata share (15%) of 50% of the net profit from the sale, as defined in the agreement. If the project is not sold by the end of the term of the loan, the loan will bear annual interest of 7%, and the total amount due (principal and interest) will be repaid at maturity. The agreement does not provide for early repayment. The Company assessed its involvement in the Pikozow Project in accordance with ASC 810-10, Variable Interest Entities (VIE), and concluded that the Borrower does not meet the definition of a VIE. Accordingly, no consolidation is required. The Company elected to account for the loan agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loan using a third-party appraiser and various assumptions such as probability of the event the project would be sold to a third party as well as the probability that it would not be sold. The valuation incorporated two probability weighted scenarios, each discounted using a different interest rate reflecting the risk profile of the scenario. The interest rates applied were 18.27% and 17.97% as of December 31, 2025. Based on this analysis the fair value of the loan agreement was estimated at 172 thousands (approximately $202) as of December 31, 2025. **** **NOTE 8 CREDIT FACILITY** **** On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (the Lender) for financing of up to 6,000 thousands (approximately $7,020) (the Pure Capital Credit Facility), of which 2,000 (approximately $2,340) thousands may be used for the Loan and Partnership Agreement in Germany, and the remaining 4,000 thousands (approximately $4,680) for other pre-approved projects. The facility bears annual interest of 7%, payable in advance and deducted from each drawdown, for a period of 24 months. The facility will expire upon full drawdown or five years from the agreement date, whichever occurs first. Borrowed amounts are to be repaid from project proceeds or 33% of proceeds from other Company financings during the drawdown period. In connection with the facility, the Company issued a 5 five-year warrant to the Lender to purchase 52,858 shares of common stock at an exercise price of $35 per share. The Warrant Shares will be exercisable immediately after the issuance. Furthermore, the exercise price and number of Warrant Shares are subject to adjustments upon the issuance of common stock, issuance of options, issuance of convertible securities and stock combination events, as detailed in the Warrant. On December 5, 2024, the Lender agreed, pursuant to a waiver agreement, not to convert the warrants shares unless and until the stockholders of the Company approve the issuance of the warrants. Such approval was received on September 25, 2025. | F-25 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 8 CREDIT FACILITY (continued)** The Company determined that the warrant is not considered indexed to the Companys own stock. The Company estimated the fair value of the Warrant Shares as of October 1, 2024, December 31, 2024 and December 31, 2025, using the Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below: SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANT SHARES | Fair value of the conversion feature | | October 1, 2024 | | | December 31, 2024 | | | December 31, 2025 | | | | Expected volatility (%) (*) | | | 117.19 | % | | | 117.68 | % | | | 152.35 | % | | | Risk-free interest rate (%) | | | 3.51 | % | | | 4.38 | % | | | 3.73 | % | | | Expected dividend yield | | | 0.0 | % | | | 0.0 | % | | | 0.0 | % | | | Expected term of options (years) | | | 5 | | | | 5 | | | | 4.75 | | | | Exercise price (US dollars) | | $ | 35 | | | $ | 35 | | | $ | 3.5 | (**) | | | Share price (US dollars) | | $ | 8.65 | | | $ | 8.68 | | | $ | 1.68 | | | | Fair value (U.S. dollars) | | $ | 307 | | | $ | 312 | | | $ | 78 | | | | (*) | The expected volatility was based on the historical volatility of the share price of the Company. | | | (**) | In accordance with the anti-dilution provisions of the warrant agreement and following the Companys entry into PIPE Agreement, the exercise price of the warrants was adjusted from $35 to $3.5 per share. | | During, 2025, the Company drew down gross amounts of 1,249 thousands (approximately $1,340) and repaid 1,015 thousands (approximately $1,165). The Company elected to account for the loans drawn under the credit facility under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loans drawn under the credit facility using a third-party appraiser and the assumptions were based on repayments scenario analysis that considered various possible outcomes regarding the timing of sale of the project and estimations regarding Companys future fundraising. As of December 31, 2025 the interest rate was determined, among other things, using the Ba2 yield curve, at 18.6% for the loans remaining term and the fair value of the loans drawn under the credit facility, determined at 202 thousand (approximately $237). **** **NOTE 9 A CONSOLIDATED ENTITY** On February 24, 2025, the Company entered into a shareholders agreement (the Italy Agreement) with Solterra Brand Services Italy SRL (SB) and SB Impact 4 LTD, a wholly owned subsidiary of SB (SBI4) pursuant to which the Company purchased 70% of SBI4 shares (on a fully diluted basis) from SB. As a result of such, SBI4 became a majority-owned subsidiary of the Company. At the time of the transaction SBI4 had not activity. The Company will lend 2,300 thousands (approximately $2,691) to SBI4 for financing two battery storage projects in Sicily, Italy (the Projects) which loan accrues interest at 7% per annum. Additionally, the Italy Agreement provides for a right of repurchase of shares of SBI4 by SB in the event the Company does not furnish drawdown amounts in accordance with the terms of the Italy Agreement. The net profit from sales of projects will be split between the parties as follows: if the selling price per megawatt (MW) (i) does not exceed 30 thousands, each party will receive profits according to its pro-rata share ownership of SBI4; (ii) exceeds 30 thousands (approximately $35) up to 60 thousands (approximately $70), per MW, SB will receive 40% of the profit (10% above its pro-rata share) and the Company will receive 60% of the profit; and (iii) exceeds 60 thousands(approximately $70) per MW, SB will receive 50% of the net profit (20% above its pro-rata share) and the Company will receive 50% of the net profit. As of December 31, 2025, the Company has funded 1,207 thousands (approximately $1,418). As SBI4 is consolidated by the Company, these amounts are eliminated upon consolidation and therefore are not presented as a loan in the consolidated financial statements. | F-26 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 10 INVESTMENT IN NONCONSOLIDATED AFFILIATE** On March 31, 2023, the Company entered into a Securities Exchange Agreement (the Securities Exchange) with Plantify Ltd., pursuant to which each party agreed to issue to the other 19.99% of its issued and outstanding capital stock. The Securities Exchange closed on April 5, 2023. In connection with the agreement, the Company executed a debenture in the amount of CAD1,500 thousands (approximately $1,124), bearing interest at 8% per annum and secured by a pledge of the shares of a Plantify subsidiary. On September 7, 2023, the Company increased its holdings in Plantify through participation in a right offering. As of that date, the Company held approximately 23% of Plantifys issued and outstanding common shares. The Company determined it had significant influence over Plantify and elected the fair value option for its equity method investment. On April 2, 2024, the Companys board of directors approved a Credit Facility of up to $250, bearing interest at 8% per annum, which was fully utilized by Plantify as of November 2024. On December 5, 2024, the Company and Plantify completed a debt settlement agreement (the Settlement Agreement), whereby Plantify issued 2,420,848 of its common shares to the Company in full settlement of the outstanding Debenture and the utilized Credit Facility, increasing the Companys ownership interest to approximately 65%. Following additional share issuances by Plantify, including a private placement on December 20, 2024, a debt settlement with another lender, on January 12, 2025 and additional private placement during December 2025, the Companys ownership interest in Plantify was reduced to approximately 23.55%. As of December 31, 2025, there is no Active Market for Plantifys common shares. Accordingly, the investment can no longer be measured based on Level 1 inputs in the fair value hierarchy. Given the lack of observable market data, and the deterioration in the financial condition of Plantify, including the insolvency of its operating subsidiary, the Company evaluated the fair value of Plantify. Based on such evaluation, the Company concluded that the investment should be fully written off as of December 31, 2025. | F-27 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 11 DISCONTINUED OPERATIONS **** | A. | Disposal of NTWO OFF Ltd. | | On April 9, 2025, the Company entered into a share purchase agreement (the SPA), by and among the Company, Yaaran Investments Ltd., a company organized under the laws of the State of Israel (Yaaran), and NTWO OFF. Pursuant to the SPA, the Company sold 4,200,000 ordinary shares of NTWO OFF, representing 100% of the Companys shares of NTWO OFF, for total cash consideration of NIS 15 thousands (approximately $4). The SPA provides customary representations, warranties and covenants by the Company, NTWO OFF and Yaaran, and further provides that all obligations arising under the Stock Exchange Agreement, dated July 11, 2023, between the Company, Yaaran and NTWO OFF, as amended on July 24, 2023 and on August 13, 2023, will be null and void and of no further force and effect. The transaction was completed during the second quarter of 2025. As a result, the Company ceased consolidating NTWO OFF as of the closing date and has classified its operations as discontinued operations for all periods presented. As of December 31, 2025, no assets or liabilities of the discontinued operations remain on the Companys consolidated balance sheet. Assets and liabilities of NTWO OFF as of December 31, 2024, were reclassified and presented on a single line under the captions Assets of discontinued operations and Liabilities of discontinued operations, based on their historical carrying amounts. No remeasurement to fair value was applied to these balances in prior periods, as the held-for-sale criteria was not met at that time. The Company recognized a gain on disposal of approximately $44, which is presented in the consolidated statements of operations for the year ended December 31, 2025, under the caption Income from discontinued operations. **** In addition, the Company reported a net cash outflow of approximately $25 within investing activities related to the disposal of NTWO OFF, primarily reflecting the derecognition of approximately $29 of cash and cash equivalents held by NTWO OFF at the time of sale, partially offset by $4 in cash proceeds received. | B. | Save Foods Ltd. Held for Sale and Discontinued Operations | | During 2025, the Company committed to a plan to sell Save Foods Ltd. (Companys Pathogen prevention and prolong shelf life segment) and determined that the disposal represents a strategic shift that has a major effect on the Companys operations and financial results. Accordingly, the operations of Save Foods Ltd. have been classified as discontinued operations in accordance with ASC 205-20. As of December 31, 2025, the assets and liabilities of Save Foods Ltd. were classified as held for sale. | F-28 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 11 DISCONTINUED OPERATIONS (continued) Assets and liabilities of Save Foods Ltd. classified as held for sale as of December 31, 2025 and 2024 were as follows: SCHEDULE OF DISCONTINUED OPERATIONS | | | December 31, | | December 31, | | | | | 2025 | | 2024 | | | Assets | | | | | | | | | Current Assets | | | | | | | | | Cash and cash equivalents | | | 117 | | | 231 | | | Restricted cash | | | 27 | | | 24 | | | Accounts receivable | | | - | | | 5 | | | Inventories | | | 14 | | | 21 | | | Other current assets | | | 41 | | | 40 | | | Total Current assets | | | 199 | | | 321 | | | | | | | | | | | | Right-of-use asset arising from operating leases | | | 17 | | | - | | | Property and equipment, net | | | 33 | | | 48 | | | Total Assets | | | 249 | | | 369 | | | Current Liabilities | | | | | | | | | Accounts payable | | | 11 | | | 29 | | | Other liabilities | | | 174 | | | 166 | | | Total current liabilities | | | 185 | | | 195 | | | | | | | | | | | | Non current operating lease liabilities | | | 9 | | | - | | | Total Liabilities | | | 194 | | | 195 | | Results of operations of Save Foods Ltd. included in discontinued operations were as follows: | | | 2025 | | | 2024 | | | | | | Year ended | | | | | | December 31 | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues from sales of products | | | 200 | | | | 210 | | | | Cost of sales | | | (64 | ) | | | (165 | ) | | | Gross profit | | | 136 | | | | 45 | | | | | | | | | | | | | | | Research and development expenses | | | (104 | ) | | | (58 | ) | | | Selling and marketing expenses | | | (174 | ) | | | (237 | ) | | | General and administrative expenses | | | (489 | ) | | | (436 | ) | | | Operating loss | | | (631 | ) | | | (686 | ) | | | Financing income, net | | | 23 | | | | 97 | | | | Other income | | | 3 | | | | -(*) | | | | Net loss | | | (605 | ) | | | (589 | ) | | Cash flows from discontinued operations for the years ended December 31, 2025 and 2024: | | | 2025 | | | 2024 | | | | | | Year ended | | | | | | December 31 | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Net cash used in operating activities | | | (600 | ) | | | (746 | ) | | | Net cash provided by investing activities | | | 3 | | | | -* | | | | (*) | Less than $1 thousand | | After the balance sheet, on January 13, 2026, the Company entered into a Securities Exchange Agreement to dispose of Save Foods Ltd. See also Note 24. | F-29 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 12 OTHER LIABILITIES** ****SCHEDULE OF OTHER LIABILITIES | | | 2025 | | 2024 | | | | | December 31, | | | | | 2025 | | 2024 | | | | | | | | | | Employees and related institutions | | | 84 | | | - | | | Accrued expenses | | | 325 | | | 259 | | | Operating lease liabilities | | | 7 | | | 7 | | | Other liabilities | | | 416 | | | 266 | | **** **NOTE 13 COMMITMENT AND CONTINGENT LIABILITIES** **** | A. | Save Foods Ltd. (a discontinued operation) is committed to pay royalties to the IIA on the proceeds from sales of products resulting from research and development projects in which the IIA participates by way of grants. In the first 3 years of sales the Company will pay 3% of the sales of the product which was developed under IIA research and development projects. In the fourth, fifth and sixth years of sales, the Company shall pay 4% of such sales and thereafter the Company will pay 5% of up to 100% of the amount of grants received plus interest at SOFR for 12 months. Save Foods Ltd. was entitled to the grants only upon incurring research and development expenditures. There were no future performance obligations related to the grants received from the IIA. As of December 31, 2025 and 2024, the contingent liabilities with respect to grants received from the IIA, subject to repayment under these royalty agreements on future sales is $156, not including interest. As of December 31, 2025, and 2024, the Company did not accrue for or pay any royalties to the IIA as no revenue related to the funded projects has yet been generated. | | | B. | On June 1, 2021 the Company terminated its October 10, 2018, consulting agreements with two of its consultants and signed new consulting agreements with the parties pursuant to which the consultants will provide the Company with business development and strategic consulting services including ongoing consulting for the Company, board and management. The agreements may be terminated by either party upon 30 days prior written notice. The Company would pay each, a monthly fee of $13, and $2 as reimbursement of expenses. In addition, the Company agreed to pay the consultants 5% of any gain generated by the Company exceeding an initial gain of 25% due to any sale, disposition or exclusive license of activities, securities, business, or similar events initiated by each the consultants. In addition, each consultant is entitled to a special bonus for assisting with business opportunities or other specified events (Consultant Engagements), authorized by the CEO or the chairman of the board. On September 9, 2024 the board approved cash bonuses to each of the consultants in the amount of $75. On November 5, 2024 the Company approved cash bonuses to each of the consultants in the amount of $13 and one of the consultants received amount of $7 reimbursement of expenses incurred. On June 23, 2025 the board approved cash bonuses to each of the consultants in the amount of $75. On October 15, 2025 the board approved cash bonuses to each of the consultants in the amount of $100. | | | F-30 | | | | | **** **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 13 COMMITMENT AND CONTINGENT LIABILITIES (continued)** | C. | On January 26, 2023, the Company entered into an advisory agreement with a consultant for a period of ninety days. According to the agreement, the consultant will provide advisory services to the Company in connection with pursuing and evaluating entering into an equity purchase agreement (the Equity Purchase Agreement) with an institutional investor. The Company will pay a success fee (the Success Fee) in the amount equal to 6% of the gross proceeds received by the Company under any such equity purchase agreement to be paid within five business days of each receipt of funds. However, with respect to any amount received by the Company from certain investors, the Success Fee will be 5%. On July 20, 2023, the term of the agreement was extended until October 12, 2023. On December 13, 2023, the term was further extended to May 12, 2024 and the consultant will be entitled to receive 3% of the gross proceeds received by the Company under the financing to be paid. As of December 31, 2024 the Company paid a Success Fee in the amount of $94 to the consultant. | | **** **NOTE 14 LEASES** **** | A. | The components of operating lease cost for the years ended December 31, 2025 and 2024 were as follows: | | ****SCHEDULE OF OPERATING LEASE COST | | | 2025 | | 2024 | | | | | December 31, | | | | | 2025 | | 2024 | | | | | | | | | | | | Operating lease costs | | | 15 | | | 41 | | | B. | Supplemental cash flow information related to operating leases was as follows: | | ****SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO OPERATING LEASE | | | 2025 | | 2024 | | | | | December 31, | | | | | 2025 | | 2024 | | | | | | | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | Operating cash flows from operating leases | | | 24 | | | 61 | | | Right-of-use assets obtained in exchange for lease obligations (non-cash): | | | | | | | | | Operating leases | | | 39 | | | - | | | C. | Supplemental balance sheet information related to operating leases was as follows: | | SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION RELATED TO OPERATING LEASES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Operating leases: | | | | | | | | | | | Operating leases right-of-use asset | | | 16 | | | | 8 | | | | | | | | | | | | | | | Current operating lease liabilities | | | 7 | | | | 7 | | | | Non-current operating lease liabilities | | | 8 | | | | - | | | | Total operating lease liabilities | | | 15 | | | | 7 | | | | | | | | | | | | | | | Weighted average remaining lease term (years) | | | 1.95 | | | | 0.92 | | | | | | | | | | | | | | | Weighted average discount rate | | | 5 | % | | | 5 | % | | | F-31 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 14 LEASES (continued)** | D. | Future minimum lease payments under non-cancellable leases as of December 31, 2025 were as follows: | | SCHEDULE OF MINIMUM LEASE PAYMENTS UNDER NON- CANCELABLE LEASES | | | 2025 | | | | 2026 | | | 8 | | | | 2027 | | | 8 | | | | Total operating lease payments | | | 16 | | | | Less: imputed interest | | | (1 | ) | | | Present value of lease liabilities | | | 15 | | | On December 15, 2025, the Company entered into a new lease agreement for office space in Miami for a period of 1 year with monthly payments of $1 and an option to extend the agreement for an additional 1 year with at a 5% increase in the monthly payments. A lease right-of-use asset and a related liability in the amount of $16 have been recognized in the balance sheet in respect of this lease. The Company assumes that it is reasonably certain that the extension option will be exercised and therefore included the optional period in determining the lease term. **NOTE 15 STOCKHOLDERS EQUITY** **Description of the rights attached to the Shares in the Company:** **Common Stock:** Each share of Common Stock entitles the holder to one vote, either in person or by proxy, at meetings of stockholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the stockholders of the Companys Common Stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of the directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. **Transactions:** | 1. | On August 21, 2024 the Company issued a one-time bonus of 286 shares of common stock in connection with Mr. Fuchss departure from Save Foods Ltd. The fair value of the shares were estimated at $105 based on the share price of the common stock on the grant date (the date of the termination agreement). | | | 2. | On October 26, 2022, the board approved the issuance of 205 shares of Common Stock to a consultant pursuant to an investor relations consulting agreement and quarterly issuances of 37 shares of Common Stock commencing January 1, 2023 and ending on December 31, 2024. On March 18, 2024 and July 25, 2024, the Company issued 37 shares of common stock to a consultant for consulting services provided to the Company. The fair value of the shares were estimated at $36 based on the share price of the common stock on the grant date, October 26, 2022. As of December 31, 2024, the Company recorded an expense of $36 related to an additional 74 shares that had not yet been issued. | | | F-32 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 15 STOCKHOLDERS EQUITY (continued)** | 3. | On June 14, 2023, the Company entered into a consulting agreement with a consultant for a period of 30 months pursuant to which the Company will issue, subject to the approval of the board, 919 restricted shares of the Companys Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 307 shares of Common Stock upon the six month anniversary of the agreement date, (b) 306 shares of Common Stock upon the nine month anniversary of the agreement date, and (c) 306 shares of Common Stock upon the twelve month anniversary of the agreement date. | | On June 21, 2023, the Company issued 919 restricted shares of Common Stock. The Company determined the value of the shares issued at $147 based on the share price on the agreement date, of which $56 and $59 was recorded as share based compensation expenses during the year ended December 31, 2025 and 2024, respectively. On November 15, 2023, the consulting agreement dated June 14, 2023, was amended pursuant to which the consultant will receive additional 572 restricted shares of Common Stock. On November 20, 2023, the Company issued 572 restricted shares of Common Stock. The Company determined the value of the shares issued at $44 based on the share price on the amendment to the agreement date, of which $20 and $14 was recorded as share based compensation expenses during the year ended December 31, 2025 and 2024, respectively. On May 8, 2024 the Company issued 858 shares of common stock to the consultant, for services provided to the Company pursuant to an amendment of a consulting agreement, dated November 15, 2023. The shares were estimated at $31 based on the share price of the common stock on May 8, 2024. | 4. | On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of 18 months pursuant to which the Company will issue, subject to the approval of the board, 735 restricted shares of the Companys Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 245 shares of Common Stock upon the six months anniversary of the agreement date, (b) 245 shares of Common Stock upon the nine months anniversary of the agreement date, and (c) 245 shares of Common Stock upon the twelve months anniversary of the agreement date. | | On June 21, 2023, the Company issued 735 restricted shares of Common Stock. The Company determined the value of the shares issued at $122 based on the share price on the agreement date, of which $75 was recorded as share based compensation expenses during the year ended December 31, 2024. | F-33 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 15 STOCKHOLDERS EQUITY (continued)** | 5. | On May 28, 2023, the Company entered into a consulting agreement with a consultant for a period of two years pursuant to which the Company will issue, subject to the approval of the board, 1,021 restricted shares of the Companys Common Stock. These shares will be subject to a lockup period pursuant to the following schedule: (a) 341 shares of Common Stock upon the six month anniversary of the agreement date, (b) 340 shares of Common Stock upon the nine month anniversary of the agreement date, and (c) 340 shares of Common Stock upon the 12 month anniversary of the agreement date. | | On June 21, 2023, the Company issued 1,021 restricted shares of Common Stock. The Company determined the value of the shares issued at $170 based on the share price on the agreement date, of which $34 and $85 was recorded as share based compensation expenses during the year ended December 31, 2025 and 2024, respectively. | 6. | On September 6, 2023, the Company issued 175 shares of Common Stock to legal counsel pursuant to the August 7, 2023 retainer legal services agreement. The Company determined the value of the shares issued at $67 based on the share price on the agreement date, of which $27 was recorded as share based compensation expenses during the year ended December 31, 2024. | | On December 11, 2023, the Company entered into an additional consulting agreement pursuant to which the legal advisors will provide the Company with certain legal services in consideration for total of $25 in cash and 358 restricted Common Stock of the Company. Cash payment of $10 shall be paid upon execution of the agreement and the remaining after the completion of the legal services. On December 26, 2023, the Company issued 358 shares of restricted Common Stock. The Company determined the value of the shares issued at $39 based on the share price on the agreement date, which recorded as share based compensation expenses during the year ended December 31, 2024. On November 3, 2024, the Companys board of directors approved (i) the payment of an aggregate of $25 to legal counsel in connection with providing services (half of which was immediately payable and half of which is payable upon the filing of registration statement) and (ii) the issuance of 1,429 shares of its common stock. If within 18 months of issuance, the aggregate value of such stock is less than $13, the Company will pay to such legal counsel the difference in cash between the value of the sale of the shares and $13. The Company determined the value of the shares issued at $12 based on the share price on November 3, 2024. During the year ended December 31, 2024, the related amount was recorded as prepaid expenses. During the year ended December 31, 2025, such prepaid expenses were reversed and recognized as share based compensation. | F-34 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 15 STOCKHOLDERS EQUITY (continued)** | 7. | On December 22, 2023, the Company entered into Standby Equity Purchase Agreement (the SEPA II) with YA II PN, Ltd. (the Investor), pursuant to which the Investor has agreed to purchase up to $20 million shares of Common Stock over the course of 36 months after the date of the SEPA II. The price of shares to be issued under the SEPA II will be 94% of the lowest volume weighted average trading price (the VWAP) of the Companys Common Stock for the three consecutive trading days commencing on the delivery of each advance notice by the Company. Each issuance and sale by the Company to the Investor under the SEPA II (an Advance) is subject to a maximum amount equal to the greater of 100% of the Daily Traded Amount (being the product obtained by multiplying the daily trading volume of the Companys shares as reported by Bloomberg L.P., by the VWAP for such trading day) during the five trading days prior to an Advance notice and $500. With respect to each Advance notice, if the Company notifies the Investor of a minimum acceptable price with respect to such Advance, then if there is no VWAP or if such price is below the minimum price indicated by the Company, there will be an automatic reduction to the amount of the Advance by one third, and that day will be excluded from the pricing period. | | The Advances are subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Companys outstanding shares of Common Stock at the time of an Advance notice or acquiring more than 19.99% of the Companys outstanding shares of Common Stock as of the date of the SEPA II (the Exchange Cap). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaqs minimum price rule.. The SEPA II will terminate automatically on the earlier of December 22, 2027 or when the Investor has purchased an aggregate of $20 million of the Companys shares of Common Stock. The Company has the right to terminate the SEPA II upon five trading days prior written notice to the Investor. In connection with and subject to the satisfaction of certain conditions set forth in the SEPA II, upon the request of the Company, the Investor will pre-advance to the Company up to $3,000 of the $20,000 commitment amount. The Company paid a subsidiary of the Investor a structuring fee in the amount of $10 and on December 28, 2023, the Company issued 3,159 shares of Common Stock as a commitment fee to a subsidiary of the Investor. The Company determined the value of the shares issued at $254 based on the share price on the agreement date. Of this amount, $175 was recorded in the statement of comprehensive loss under financing expenses for the year ended December 31, 2024. On April 4, 2024, the Company, issued a $1,500 promissory note (the Note) to the Investor pursuant to the terms of SEPA II in exchange for proceeds of $1,455, reflecting an original issue discount of 3% to face value of the Note. The Note bears interest at a rate of 8% per annum and matures April 4, 2025. Commencing June 3, 2024, and every 30 days thereafter, the Company is required to pay $150, together with accrued and unpaid interest on the then outstanding principal. Payments under the Note can be made either (i) in cash or (ii) by submitting notice of an advance of shares to be issued and sold to the Investor pursuant to the SEPA II, or any combination of (i) or (ii) as determined by the Company. | F-35 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 15 STOCKHOLDERS EQUITY (continued)** The entire remaining principal balance and unpaid interest amount of the Note becomes due and payable in full at maturity. The Company determined that the Note is accounted for as a liability in accordance with ASC 470 Debt. The Note sets forth certain events of default, including a breach by the Company of another agreement with the Investor, the failure of the securities of the Company to remain listed on the Nasdaq and the failure of the Company to timely file periodic reports with the SEC. Upon the occurrence of an event of default, interest will accrue at a default rate of 18% per annum and the Note will become immediately due and payable, together with all costs, legal fees and expenses of collection through the date of full repayment. As of December 31, 2024 the Company repaid all payments under the Note. During the year ended December 31, 2024, the Company issued 190,489 shares of common stock, to the Investor pursuant to the terms of SEPA II valued at $2,706 for gross consideration of $3,135. Following such issuances, the Company issued the Investor the maximum shares allowed to be issued under the Companys resale registration statement on Form S-1/A effective February 6, 2024. On May 12, 2025, the Company, entered into a Purchase Agreement (the Agreement) with the Investor as part of the SEPA II between the Company and the Investor (the First Closing). Pursuant to the Agreement the Investor committed to advance the Company the aggregate principal amount of $3,000, of which (i) up to $1,500 will be made available within 60 days following the date a new registration statement has been filed by the Company with the SEC registering the resale of the shares issuable pursuant to the SEPA II, and (ii) up to $1,500 will be made available within 60 days following the date that said registration statement is declared effective by the SEC (the Second Closing, and together with the First Closing, each, a Closing). The Second Closing must take place within 180 days of the First Closing. The Notes to be issued at each Closing will be issued at a purchase price equal to 100% of the amount advanced to the Company, bear interest at 8% per annum and mature 12 months from issuance. Sixty days after the issuance of each Note, the Company will pay the Investor in ten equal monthly installments $150 of principal and accrued and unpaid interest thereon. Such monthly installments can be made, at the option of the Company, in cash or by submitting an advance notice pursuant to the SEPA II, or any combination thereof. The Note provides for typical events of default, including the failure of the Company to remain on The Nasdaq Capital Market LLC or file with the SEC any periodic report; upon an event of default interest accrues at the rate of 18% per annum. The Company has the right to prepay all or a portion of the outstanding principal and accrued interest thereon by paying a $8 prepayment penalty on each monthly installment. The Company paid the Investor a structuring fee of $15 and on May 13, 2025 issued, 19,305 shares to the Investor which represents $300 worth of shares based on the last closing price of the shares immediately before the execution and delivery of the Agreement. On July 25, 2025, the Company entered into an amendment to the Agreement. Pursuant to the amendment, and in light of delays in filing of the registration statement, the Investor agreed to extend certain terms and conditions of the Agreement and the Notes to be issued thereunder. As part of the amendment, the Company agreed to issue the Investor 16,410 shares of common stock (or a pre-funded warrant for the same number of shares). | F-36 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 15 STOCKHOLDERS EQUITY (continued)** These shares were designated as additional commitment shares under the terms of the transaction documents. Except as explicitly amended, all other provisions of the original Agreement remain unchanged. The fair value of the pre-funded warrants was calculated based on the market price of the Companys Common Stock on July 25, 2025, which was $10.81 per share, resulting in a total fair value of approximately $177. The pre-funded warrants were determined to meet the equity classification criteria under ASC 815-40 and were therefore accounted for as equity instruments. On August 12, 2025, the Company issued a promissory note in the principal amount of $1,500 to the Investor. On August 19, 2025, the Company filed a registration statement on Form S-1 with the SEC, which was declared effective by the SEC on August 22, 2025. As the SEPA II had an initial fair value of zero at inception, no amounts were allocated to this component. Accordingly, all transaction costs associated with the Agreement were attributed to the promissory note and recorded as deferred financing costs, presented as a direct deduction from the carrying amount of the note payable and amortized to financing expense over its term using the effective interest method. As of December 31, 2025, the outstanding balance of the promissory note amounted to $1,162. The Company considered the guidelines of ASC 815 and determined that the SEPA II contains both purchased put option element and a forward share issuance element, neither element qualifies for equity classification. Accordingly, the Company measures the SEPA II at fair value and recorded changes in fair value in the statements of operations. As of December 31, 2025, the Company issued 587,661 shares of Common Stock pursuant to the terms of SEPA II valued at $2,356 for gross consideration of $4,166 and recorded $1,811 to the statements of operations. See also Note 24(3). | 8. | On November 23, 2023, the Company entered into a consulting agreement with a consultant pursuant to which the consultant will provide the Company with public relations services for a period of three months for a one-time fee in the amount of $5 and subject to the approval of the board of directors of the Company, $10 of restricted shares of the Companys Common Stock, valued as of the date of the agreement, such shares to be issued in equal monthly installments. | | On March 18, 2024, the Company issued the second and the third tranches of 101 shares of common stock. The Company determined the value of the shares and the services provided at $6 and recorded share based compensation expenses during the year ended December 31, 2024. | 9. | On September 9, 2024, the board of directors of the Company approved the issuance of an equity grant to executive officers and consultants amounting to a total of 18,287 and 30,000 shares of common stock, par value $0.0001, respectively. The Company estimated the value of the shares issued at $464 based on the share price of the date of the board resolution. The value of the shares issued was recorded as share base compensation expenses during the year ended December 31, 2024. | | | 10. | On December 23, 2024, the Company issued 10,000 shares of common stock to the Companys chairman of the board, and 1,429 shares of common stock to each of six members of the board of directors, under the 2022 Incentive Plan. The Company estimated the value of the shares issued at $171 based on the share price of the date of the board approval and recorded $171 as share based compensation expenses during the year ended December 31, 2024. | | | F-37 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 15 STOCKHOLDERS EQUITY (continued)** **** | 11. | On January 2, 2025, the Company consummated a Private Placement transaction (the PIPE Agreement) contemplated by the securities purchase agreement, dated December 10, 2024, and issued 48,691 shares; pre-funded warrants to purchase 129,883 shares; and warrants to purchase 267,858 shares of the Companys common stock at an exercise price of $8.40. The Company received gross proceeds of $1,500 as a result of such issuances. | | During February, March and April 2025, the Company issued 44,952, 49,934 and 16,429 shares of common stock, respectively, following exercises of pre-funded warrants. The Company considered the guidelines of ASC 815 and determined that the warrants issued in the Private Placement meet the definition of a liability and were therefore classified as warrant liabilities in the balance sheet. The pre-funded warrants were classified as equity. Upon initial recognition, the Company calculated the warrant liabilities at their fair value at $9.6 million, resulting in a non-cash loss of approximately $8.1 million, which was recognized in the statement of comprehensive loss. On March 14, 2025, holders of warrants to purchase 20,835 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $175. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash gain of approximately $539, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise. During May and June, 2025, holders of warrants to purchase 189,531 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $1,592. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash loss of approximately $1,025, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise. On July 28, 2025, holders of warrants to purchase 7,429 shares of common stock exercised their warrants at an exercise price of $8.40 for total consideration of $62. In connection with the exercise, the Company calculated the fair value of the exercised warrants as of the date of exercise and recognized a non-cash loss of approximately $9, reflecting the difference between the carrying amount of the warrant liabilities and their fair value at the time of exercise. On September 22, 2025, the Company effected the Reverse Stock Split. Pursuant to Section 2(e) of the warrant agreement (Stock Combination Event Adjustment), the Reverse Stock Split resulted in a reduction of the exercise price to $5.2 per share and a corresponding increase in the number of warrant shares, which represented an economic modification of the warrants. Accordingly, the Company calculated the fair value of the remaining warrant liabilities on the date of the Reverse Stock Split, in the amount of $152. For the year ended December 31, 2025, the Company recorded a non cash gain of approximately $7,000, which attributable to the change in fair value of the remaining warrant liabilities, as reflected in the statement of comprehensive loss. As of December 31, 2025, the Company calculated the fair value of the remaining warrant liabilities in the amount of $113. | F-38 | | | | | **NEXENTIS TECHNOLOGIES INC.** NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 15 STOCKHOLDERS EQUITY (continued)** The fair value of the warrant liabilities was determined using a Black-Scholes option pricing module. The assumptions used to perform the calculations are detailed below: SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANT SHARES ASSUMPTIONS | Month | | Expected volatility (%) (*) | | Risk free interest rate | | Expected dividend yield | | Expected term of options (years) | | Exercise price (US dollars) | | Share price (US dollars) | | Fair value (U.S. dollars) | | | January, 2025 | | 140.61 | % | | 4.38 | % | | 0.0 | % | | 5.5 | | $ | 8.40 | | $ | 37.45 | | $ | 9,651 | | | March, 2025 | | 151.68 | % | | 4.09 | % | | 0.0 | % | | 5.3 | | $ | 8.40 | | $ | 10.85 | | $ | 212 | | | May, 2025 | | 156.95%-159.21 | % | | 3.87%-4.17 | % | | 0.0 | % | | 5.10-5.16 | | $ | 8.40 | | $ | 9.45-$23.8 | | $ | 22-$1,092 | | | June, 2025 | | 157.30%-157.96 | % | | 3.79%- 4.04 | % | | 0.0 | % | | 5.00-5.04 | | $ | 8.40 | | $ | 8.05-$8.4 | | $ | 223-$429 | | | July 28, 2025 | | 156.54 | % | | 3.96 | % | | 0.0 | % | | 4.93 | | $ | 8.40 | | $ | 9.35 | | $ | 65 | | | September, 2025 | | 154.63%-155.19 | % | | 3.68%-3.74 | % | | 0.0 | % | | 4.75-4.77 | | $ | 5.2-$8.4 | | $ | 3.72-$5.19 | | $ | 232-$385 | | | December 31, 2025 | | 152.35 | % | | 3.73 | % | | 0.0 | % | | 4.5 | | $ | 5.2 | | $ | 1.68 | | $ | 113 | | | (*) | The expected volatility was based on the historical volatility of the share price of the Company. | | | 12. | On May 11, 2025 the board of directors of the Company approved the issuance of an equity grant to executive officers and consultants amounting to a total of 25,715 and 100,002 shares of common stock, par value $0.0001, respectively. The shares were issued on May 12, 2025. The Company determined the value of the shares issued at $1,955 based on the share price on the approval date, which recognized as share base compensation expenses. | | | 13. | On July 31, 2025, the Company issued an aggregate of 85,716 shares of common stock to three consultants in consideration of investor relations and business development services to be provided over an 18-month period, pursuant to consulting agreements, dated July 31, 2025. The shares issued are subject to a lock-up schedule whereby the restrictive legends on the shares become eligible for removal, subject to applicable law, as follows: 28,572 shares upon the six-month anniversary of the grant date, 28,572 shares upon the nine-month anniversary, and 28,572 shares upon the twelve-month anniversary. The Company determined the value of the shares issued at $714 based on the share price on the agreement date, of which $199 was recognized as share base compensation expenses, and the remaining $515 was recorded as prepaid expenses. | | | 14. | On October 20, 2025, the Company completed the acquisition of 100% of the share capital of MitoCareX. | | The total consideration transferred consisted 1,171,942 shares of the Companys Common Stock, representing approximately 40% of the Companys fully diluted share capital at the closing date (see also Note 4). | 15. | On December 15, 2025, the Company issued an aggregate of 60,000 shares of common stock to three consultants in consideration of investor relations services to be provided over a 12-month period, pursuant to consulting agreements, entered into in November 2025. The Company determined the value of the shares issued at $191 based on the share price on the boards approval date, of which $19 was recognized as share base compensation expenses, and the remaining $172 was recorded as prepaid expenses. | | | F-39 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 16 SHARE BASED COMPENSATION** On October 18, 2018, the Company adopted the 2018 Share Incentive Plan (the 2018 Equity Incentive Plan), pursuant to which the Companys board of directors is authorized to grant options to purchase an aggregate of 752 shares of Common Stock of the Company. The purpose of the 2018 Equity Incentive Plan is to offer attract and retain the best available personnel, provide incentive to individuals who perform services for the Company and promote the success of the Companys business. On July 1, 2020, the Board approved an increase to the share option pool under the 2018 Equity Incentive Plan by 406 shares of Common Stock, such that after the increase the total number of shares of Common Stock issuable under the Plan is 1,158 shares of Common Stock. On August 29, 2022, the Company adopted the 2022 Share Incentive Plan (the 2022 Share Incentive Plan), pursuant to which the Companys board of directors is authorized to grant options to purchase up to 4,082 shares of Common Stock. The purpose of the 2022 Share Incentive Plan is (1) to afford an incentive to service providers of the Company or any affiliate of the Company, which now exists or is hereafter is organized or acquired by the Company or its affiliates, to continue as service providers, (2) to increase their efforts on behalf of the Company or its affiliates and (3) to promote the success of the Companys business, by providing such service providers with opportunities to acquire a proprietary interest in the Company through the issuance of shares or restricted shares of Common Stock, and by the grant of options to purchase shares, restricted share units and other share-based awards. On July 31, 2023, the board of directors approved and on October 2, 2023, the Companys stockholders approved an amendment to the Companys 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 26,531 shares of Common Stock. On September 9, 2024, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 18,287 shares of Common Stock. See note15(9) above). On September 9, 2024, the board of directors approved and on November 3, 2024, the Companys stockholders approved an amendment to the Companys 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 314,286 shares of Common Stock. On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to directors under the 2022 Share Incentive Plan of aggregate of 18,574 shares of Common Stock. See note15(10) above). On December 23, 2024, the board of directors of the Company approved the issuance of an equity grant to employee under the 2022 Share Incentive Plan of an option to purchase 286 shares of Common Stock at an exercise price of $7.54 per share. One-third of the shares subject to the options vest and become exercisable on the first anniversary of the vesting commencement date determined by the board, and on each subsequent one year anniversary thereafter, over two years provided the employee remains employed by the Company on each such vesting date. | F-40 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 16 SHARE BASED COMPENSATION (continued)** The fair value of options granted during 2024 was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions used: SCHEDULE OF ESTIMATED FAIR VALUE OF OPTIONS GRANTED | | | 2024 | | | | | | | | | | Dividend yield | | | 0 | | | | Expected volatility (%) (*) | | | 122 | % | | | Risk-free interest rate (%) (**) | | | 4.36 | % | | | Expected term of options (years) (***) | | | 5.99 | | | | Exercise price (US dollars) | | | 0.22 | | | | Share price (US dollars) | | | 0.22 | | | | Fair value (US dollars in thousands) | | | 2 | | | | | (*) | The expected volatility was based on the historical volatility of the share price of the Company. | | | (**) | The risk-free interest rate represented the risk-free rate of $ zero coupon US Government Loans. | | | (***) | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the simplified method. | | On May 11, 2025, the board of directors of the Company approved the issuance of an equity grant to executive officers and a consultant under the 2022 Share Incentive Plan of an aggregate of 34,287 shares of Common Stock. See note15(12) above). On October 23, 2025, the board of directors approved and on December 16, 2025, the Companys stockholders approved an amendment to the Companys 2022 Share Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Share Incentive Plan by an additional 750,000 shares of Common Stock. On October 20, 2025, the Company granted 146,493 Restricted Stock Units (The RSU) to Mr. Alon Silberman under the Companys 2022 Share Incentive Plan. The shares represent approximately 5% of the Companys outstanding share capital on a fully diluted basis as of immediately following the Closing date. The restricted shares vest in three equal installments on each of the first, second and third anniversaries of the Closing date, subject to his continued employment with MitoCareX. The Company calculated the fair value of the RSU using the B&S option pricing model with the following assumptions: SCHEDULE OF FAIR VALUE OF RESTRICTED STOCK UNITS USING B&S OPTION PRICING MODEL | | | October 20, 2025 | | | | | | | | | | Dividend yield | | | 0 | | | | Expected volatility (%) (*) | | | 188.86 | % | | | Risk-free interest rate (%) (**) | | | 3.47 | % | | | Expected term of options (years) (***) | | | 1.98 | | | | Share price (US dollars) | | | 4.13 | | | | Fair value (US dollars in thousands) | | | 497 | | | | F-41 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 16 SHARE BASED COMPENSATION (continued)** | | (*) | The expected volatility was based on the historical volatility of the share price of the Company. | | | (**) | The risk-free interest rate represented the risk-free rate of $ zero coupon US Government Loans. | | | (***) | Due to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the simplified method. | | The following table presents the Companys stock option activity for employees and directors of the Company for the year ended December 31, 2025 and 2024: SCHEDULE OF STOCK OPTION ACTIVITY | | | Number of Options | | Weighted Average Exercise Price | | | | | | | | | | Outstanding at December 31,2023 | | | 793 | | | 829.15 | | | Granted | | | 286 | | | 7.54 | | | Exercised | | | - | | | - | | | Forfeited | | | (24 | ) | | 926.10 | | | Expired | | | (215 | ) | | 926.10 | | | Outstanding at December 31,2024 | | | 840 | | | 829.15 | | | Granted | | | - | | | - | | | Exercised | | | - | | | - | | | Forfeited | | | (37 | ) | | 844.90 | | | Expired | | | - | | | - | | | Outstanding on December 31, 2025 | | | 803 | | | 525.51 | | | Number of options exercisable on December 31, 2025 | | | 612 | | | 689.15 | | The aggregate intrinsic value of the awards outstanding as of December 31, 2025 and 2024 is $0 and less than $1, respectively. These amounts represent the total intrinsic value, based on the Companys stock price of $1.68 and $8.68 as of December 31, 2025 and 2024, respectively, less the weighted exercise price. This represents the potential amount received by the option holders had all option holders exercised their options as of that date. The total fair value estimation of the non-cash compensation of the 2024 grant was approximately $2. Expenses incurred in respect of stock-based compensation for employees and directors, for the year ended December 31, 2025 and 2024 were $1. A full valuation allowance was recorded as it relates to the deferred tax asset of the Company. As of December 31, 2025, there were options to purchase 641 shares available for future grants under the 2018 Equity Incentive Plan and options to purchase 864,700 shares available for future grants under the 2022 Share Incentive Plan During the year ended December 31, 2025, the Company recorded share-based compensation expense of $91 related to the RSUs granted to Mr. Alon Silberman. As of December 31, 2025, total unrecognized compensation cost related to non-vested RSUs amounted to $407. The cost is expected to be recognized over a weighted average period of 1.44 years. | F-42 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 17 RESEARCH AND DEVELOPMENT EXPENSES** SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | | | 2025 | | 2024 | | | | | Year ended December 31 | | | | | 2025 | | 2024 | | | Salaries and related expenses | | | 121 | | | - | | | Professional services | | | 54 | | | - | | | Laboratory and field tests | | | 4 | | | - | | | Research and development expenses | | | 179 | | | - | | **NOTE 18 GENERAL AND ADMINISTRATIVE EXPENSES** SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES | | | 2025 | | 2024 | | | | | Year ended December 31 | | | | | 2025 | | 2024 | | | | | | | | | | Professional services | | | 2,091 | | | 1,791 | | | Salaries and related expenses | | | 36 | | | - | | | Share based compensation | | | 2,386 | | | 1,055 | | | Legal expenses | | | 337 | | | 218 | | | Insurance | | | 138 | | | 157 | | | Rent and office maintenance | | | 26 | | | 9 | | | Registration fees | | | 83 | | | 52 | | | Depreciation | | | 1 | | | - | | | Other expenses | | | 11 | | | 1 | | | General and administrative expense | | | 5,109 | | | 3,283 | | | F-43 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 19 FINANCING EXPENSES (INCOME), NET** SCHEDULE OF FINANCING EXPENSES NET | | | Year ended December 31 | | | | | | 2025 | | 2024 | | | | | | | | | | | | Interest income | | | -(*) | | (55 | ) | | | Interest on loans | | | 114 | | | 93 | | | | Share issuance expenses | | | 1,510 | | | 176 | | | | Currency exchange differences | | | (82 | ) | | 37 | | | | Bank charges and other finance expenses, net | | | 3 | | | 1 | | | | Financing expenses (income), net | | | 1,545 | | | 252 | | | **NOTE 20 INCOME TAX** | A. | The Company is subject to taxation in multiple jurisdictions, primarily in the United States, Israel and Italy. The U.S. federal income tax rate of 21%, in addition to applicable state income taxes. | | Income generated in Israel is subject to a statutory tax rate of 23%. Income generated in Italy is subject to a statutory tax rate of 24%. The Company, MitoCareX Bio Ltd, Save Foods Ltd and Storage 1 S.R.L. have not received final tax assessments since their inception although the tax reports of the Company for the years through December 31, 2015 and of Save Foods Ltd for the years through December 31, 2017 are deemed to be final. $771 (all attributable to the United States) will expire in 2037, while the remaining NOLs may be carried forward indefinitely, subject to applicable tax law limitations. As of December 31, 2025 and 2024, the Company and subsidiaries have estimated carry forward losses for tax purposes of approximately $37,328 and $31,202, respectively. For 2025, the estimated carry forward losses consist of approximately $15,385 attributable to the United States, $21,493 attributable to Israel and $450 attributable to Italy of which $771 can be offset against taxable income generated until 2037 and $36,648 can be offset against future taxable income, if any. For 2024, the estimated carry forward losses consist of approximately $14,667 attributable to the United States and $16,535 attributable to Israel. | B. | The following is a reconciliation between the theoretical tax on pre-tax loss, at the income tax rate applicable to the Company (federal tax rate) and the income tax expense reported in the financial statements: | | SCHEDULE OF INCOME TAX EXPENSES | | | Year ended December 31 | | | | | | 2025 | | | 2024 | | | | | | US Dollars | | | | | | | | | | | | | Loss from continuing operations before tax | | | 3,613 | | | | 4,319 | | | | Federal tax rate | | | 21 | % | | | 21 | % | | | Income tax computed at the federal income tax rate | | | 759 | | | | 907 | | | | Non-deductible expenses | | | -(* | ) | | | - | | | | Share-based compensation | | | (19 | ) | | | - | | | Differences in corporate income tax rates | | | 28 | | | | - | | | | Remeasurement of deferred taxes for foreign currency effects | | | (36 | ) | | | - | | | | Changes in valuation allowance | | | (714 | ) | | | (907 | ) | | | Income tax benefit | | | 18 | | | | - | | | (*) | Less than $1 thousand | | | F-44 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 20 INCOME TAX (continued)** | C. | Deferred taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes and for carryforwards. Significant components of the Companys deferred assets and liabilities are as follows: | | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | | | 2025 | | 2024 | | | | | | Year ended December 31 | | | | | | 2025 | | 2024 | | | | | | US Dollars | | | | | | | | | | Composition of deferred tax assets: | | | | | | | | | | | | | | | | | | | | Employees and related institutions | | | 23 | | | 2 | | | | Operating loss carry-forwards | | | 8,282 | | | 6,883 | | | | Operating lease liabilities | | | 8 | | | 2 | | | | Share-based compensation | | | 627 | | | 182 | | | | Others | | | 560 | | | 47 | | | | Total deferred tax assets | | | 9,500 | | | 7,116 | | | | | | | | | | | | | | Composition of deferred tax liabilities: | | | | | | | | | | Right-of-use asset | | | (7 | ) | | (2 | ) | | | Total deferred tax liabilities | | | (7 | ) | | (2 | ) | | | | | | | | | | | | | Net deferred tax assets | | | 9,493 | | | 7,114 | | | | Valuation allowance | | | (9,493 | ) | | (7,114 | ) | | | Deferred tax assets and liabilities | | | - | | | - | | | The net change during the year ended December 31, 2025 in the total valuation allowance amounted to $2,379. The change in valuation includes amounts attributable to continuing operations, discontinued operations and the acquisition of a MitoCareX in October 2025. | F-45 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 21 LOSS PER SHARE** Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the year. The weighted average number of shares of Common Stock used in computing basic and diluted loss per Common Stock for the years ended December 31, 2025 and 2024, are as follows: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | | | 2025 | | | 2024 | | | | | | Year ended December 31 | | | | | | 2025 | | | 2024 | | | | | | Number of shares | | | | | | | | | | | | | Net loss from continuing operation attributable to stockholders | | | (3,443 | ) | | | (4,165 | ) | | | Net loss from discontinued operations attributable to stockholders | | | (561 | ) | | | (1,028 | ) | | | Net loss attributable to stockholders | | | (4,004 | ) | | | (5,193 | ) | | | | | | | | | | | | | | Net loss from continuing operation attributable to stockholders | | | (3,443 | ) | | | - | | | | Adjustment for change in fair value of warrant liabilities | | | (2,429 | ) | | | - | | | | Adjusted net loss from continuing operations used for diluted loss per share | | | (5,872 | ) | | | - | | | | | | | | | | | | | | | Weighted average number of shares of Common Stock used in basic loss per share (1) | | | 1,132,707 | | | | 187,215 | | | | Effects of dilutive securities | | | 155,542 | | | | - | | | | Weighted average number of shares used in diluted earnings (loss) per share | | | 1,288,249 | | | | 187,215 | | | | | | | | | | | | | | | Basic loss per share from continuing operations attributable to stockholders | | | (3.04 | ) | | | (22.25 | ) | | | Basic loss per share from discontinued operations attributable to stockholders | | | (0.50 | ) | | | (5.49 | ) | | | Basic loss per share attributable to stockholders | | | (3.54 | ) | | | (27.74 | ) | | | | | | | | | | | | | | Diluted loss per share from continuing operations attributable to stockholders | | | (8.11 | ) | | | (22.25 | ) | | | Diluted loss per share from discontinued operations attributable to stockholders | | | (0.50 | ) | | | (5.49 | ) | | | Diluted loss per share attributable to stockholders | | | (8.61 | ) | | | (27.74 | ) | | | (1) | The increase in the weighted average number of shares of common stock outstanding for the year ended December 31, 2025 compared to 2024 reflects shares issued in connection with the MitoCareX acquisition, issuances of common stock under the Companys PIPE Agreement and SEPA II (including shares issued upon the exercise of warrants issued as part of the PIPE Agreement), and issuances of common stock to service providers and officers. | | (2) For purposes of calculating diluted loss per share from continuing operations for the year ended December 31, 2025, the Company adjusted net loss from continuing operations attributable to stockholders to exclude changes in the fair value of warrant liabilities recorded during the year, as the warrants are assumed to be exercised for diluted EPS purposes. (3) For the year ended December 31, 2024, all potentially dilutive securities were anti-dilutive and therefore excluded from the computation of diluted loss per share. For the year ended December 31, 2025, potentially dilutive securities were included in the computation of diluted earnings per share from continuing operations as their effect was dilutive after adjusting the numerator for the change in the fair value of warrant liabilities. | F-46 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 22 RELATED PARTIES** | A. | Transactions and balances with related parties and officers: | | SCHEDULE OF TRANSACTIONS AND BALANCES WITH RELATED PARTIES | | | 2025 | | | 2024 | | | | | | Year ended December 31 | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | General and administrative expenses: | | | | | | | | | | | Directors compensation | | | 428 | | | | 535 | | | | Salaries and fees to officers | | | 973 | | | | 595 | | | | Total General and administrative expenses | | | 1,401 | (*) | | | 1,130 | (*) | | | | | | | | | | | | | | (*) Includes share base compensation | | | 551 | | | | 349 | | | | | | | | | | | | | | | Research and development expenses: | | | | | | | | | | | Salaries and fees to officers | | | 112 | | | | - | | | | | | | 112 | (*) | | | - | | | | | | | | | | | | | | | (*) Includes share base compensation | | | 72 | | | | - | | | | (*) | Includes share base compensation | | | | B. | Balances with related parties and officers: | | | | | As of December 31, | | | | | 2025 | | 2024 | | | | | | | | | | | | | Other accounts payables | | | 146 | | | | 89 | | | | | C. | Other information: | | | 1. | Mr. David Palach serves as the Companys Chief Executive Officer pursuant to an employment agreement. As of December 31, 2025, his monthly salary is equivalent to approximately $8, subject to the terms of the agreement. | | During the years ended December 31, 2025 and 2024, the Company recognized compensation expense in respect of Mr. Palach totaling $130 and $106, respectively, including discretionary bonuses of $18 and $30, respectively. On May 12, 2025 and September 12, 2024, the Company issued to Mr. Palach 17,143 and 9,143 shares of Common Stock, respectively, and recognized share-based compensation expense of $267 and $88, respectively. | F-47 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **NOTE 22 RELATED PARTIES (continued)** | 2. | Mr. Weiss Amitay serves as the Chairman of the Board pursuant to an employment agreement. As of December 31, 2025, his monthly salary is equivalent to approximately $9, subject to the terms of the agreement. | | During the years ended December 31, 2025 and 2024, the Company recognized compensation expense in respect of Weiss Amitay totaling $145 and $133, respectively, including discretionary bonuses of $18 and $30, respectively. On December 23, 2024 the Company issued to Mr. Weiss 10,000 shares of Common Stock, and recognized share-based compensation expense of $92. | 3. | Each member of the Board (excluding the Chairman) is entitled to a quarterly fee of $10 (plus VAT), effective January 1, 2025. On December 23, 2024 the Company issued to each member of the Board (excluding the Chairman) 1,429 shares of Common Stock, and recognized share-based compensation expense un the aggregate amount of $79. | | | 4. | On April 18, 2022, Save Foods Ltd. entered into a consulting agreement with Shlomo Zakai CPA, pursuant to which Ms. Lital Barda provides chief financial officer services. | | As of December 31, 2025, the Consultant is entitled to a monthly fee reflecting a 15% increase approved in November 2024. During the years ended December 31, 2025 and 2024, the Company recognized compensation expense for Ms. Barda totaling $120 and $92, respectively, including discretionary bonuses of $15 for 2024. **** **NOTE 23 SEGMENT REPORTING** | A. | Information about reported segment profit or loss and assets | | This segments structure reflects the financial information and reports used by the Companys management, specifically its chief operating decision maker (CODM), to make decisions regarding the Companys business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Companys reportable segments are not aggregated. The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (CODM), the Companys Chief Executive Officer and the Chairman of the Board, for making decisions and assessing performance as the source of the Companys reportable segments. The CODM allocate resources and assesses the performance of each operating segment based on potential business opportunities, historical and potential future sales and operating expenses. As of December 31, 2024, the Company had two reportable segments: (i) Pathogen prevention and prolong shelf life, and (ii) the N2O emissions Global warming solutions. The Pathogen prevention operating segment consisted of Save Food Ltd. and the Global warming solutions operating segment consisted of NTWO OFF Ltd. As of December 31, 2025, the Company no longer operates in the NO emissions Global warming solutions segment, following the sale of NTWO OFF Ltd. in April 2025. Accordingly, this activity has been classified as a discontinued operation in accordance with ASC 205-20 and is excluded from continuing operations for all periods presented. In addition, Save Foods Ltd.s operations were classified as discontinued operations as the Company is committed to a plan to sell the subsidiary and classified its assets and liabilities as held for sale as of December 31, 2025. The disposal represents a strategic shift that has a major effect on the Companys operations and financial results. As a result of the disposal of NTWO OFF Ltd., the classification of Save Foods Ltd.s operations as discontinued operations, and the acquisition of MitoCareX in October 2025, the Company reassessed its operating and reportable segments in accordance with ASC 280, Segment Reporting. As a result, the Company determined that it has two reportable segments as of December 31, 2025: (i) Biotechnology activity, and (ii) Renewable energy projects. The Biotechnology operating segment consists of MitoCareX from the acquisition date, and the Renewable energy projects operating segment consists of NITO Renewable Energy, Inc. and Solar photovoltaic joint venture project. The CODM evaluates performance and allocates resources based primarily on segment operating loss. Prior period segment information has been recast to conform to the current year presentation. | F-48 | | | | | NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 23 SEGMENT REPORTING (continue)** The following table presents information about the Companys reportable segments for the years ended December 31, 2025 and 2024: SCHEDULE OF INFORMATION RELATED TO OPERATIONS OF REPORTABLE OPERATING SEGMENTS | | | 2025 | | 2024 | | | | | Year ended | | | | | December 31 | | | | | 2025 | | 2024 | | | | | | | | | | Revenue from biotechnology activity | | | - | | | | - | | | | Cost related to biotechnology activity (*) | | | (169 | ) | | | - | | | | Salaries and related expenses related to biotechnology activity | | | (157 | ) | | | | | | | Operating loss from Biotechnology activity | | | (326 | ) | | | - | | | | | | | | | | | | | | | Revenue from renewable energy projects | | | - | | | | - | | | | Cost related to renewable energy projects (**) | | | (340 | ) | | | - | | | | Operating loss from renewable energy projects | | | (340 | ) | | | - | | | | | | | | | | | | | | | Professional services | | | (1,727 | ) | | | (1,791 | ) | | | Share base compensation | | | (2,386 | ) | | | (1,055 | ) | | | Change in fair value of contingent consideration | | | 1,136 | | | | | | | | Depreciation | | | (1 | ) | | | - | | | | Other general and administrative expenses | | | (586 | ) | | | (437 | ) | | | Total Operating loss | | | (4,230 | ) | | | (3,283 | ) | | | | | | | | | | | | | | Interest of loans | | | (77 | ) | | | - | | | | Financing expenses, net | | | (1,468 | ) | | | (252 | ) | | | Other income | | | 1,811 | | | | 428 | | | | Changes in fair value of investments measured under the fair value option | | | 351 | | | | (1,212 | ) | | | Net loss before tax | | | (3,613 | ) | | | (4,319 | ) | | | Income taxes | | | 18 | | | | - | | | | Net loss | | | (3,595 | ) | | | (4,319 | ) | | | (*) | Costs related to biotechnology activity primarily consist of subcontractors engaged in research and development activities. | | | (**) | Costs related to renewable energy projects primarily consist of expenses incurred for subcontractors providing professional services. | | | B. | Information on Long-Lived Assets - Property, Plant and Equipment Intangible Assets and ROU assets by geographic areas: | | **** The following table presents the locations of the Companys long-lived assets as of December 31, 2025 and 2024: SCHEDULE OF INFORMATION ON LONG LIVED ASSETS | | | 2025 | | 2024 | | | | | Year ended December 31 | | | | | 2025 | | 2024 | | | | | | | | | | Israel | | | 4,453 | | | | - | | | | United States | | | 16 | | | | 8 | | | | Italy | | | 725 | | | | - | | | | Property, plant and equipment and ROU assets | | | 5,194 | | | | 8 | | | | F-49 | | | | | **** NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) **** **NOTE 24 SUBSEQUENT EVENTS** | 1. | On January 8, 2026, the Company issued 35,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided to the Company. | | | 2. | On January 13, 2026, the Company entered into a Securities Exchange Agreement (the Agreement) with Voice Assist, Inc. (Voice Assist) pursuant to which the Company agreed to transfer to Voice Assist approximately 98% of the issued and outstanding share capital of Save Foods Ltd., subject to customary closing conditions. | | The consideration to be received by the Company consists of shares of Voice Assist common stock representing 19.99% of Voice Assist on a fully diluted basis as of immediately following the closing. In addition, the Company entered into a Services Agreement with Voice Assist pursuant to which the Company will provide advisory and related services. The consideration under the Services Agreement includes deferred cash payments contingent upon future financing transactions of Voice Assist, royalty-based consideration from future projects, and contingent proceeds related to certain claims, as defined in the agreement. On March 15, 2026, the Company closed the transaction for the sale of 100% of Companys equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital. | 3. | On January 22, 2026, the Company issued 1,387,193 shares of common stock to the Investor pursuant to the terms of the SEPA II for consideration of $2,896. See also Note 15(7). | | | 4. | On February 9, 2026, the board approved the issuance of an equity grant to executive officers and director of an aggregate of 316,286 shares of Common Stock. | | | 5. | On February 23, 2026, the Company issued 600,000 shares of common stock to consultants in consideration of various investor relations and business development services provided to the Company. | | | 6. | On January 26, 2026 the board of directors approved the change in the name of the Company to Nexentis Technologies Inc. (the Name Change) and the change in the trading symbol of the Company to NXTS on the Nasdaq Capital Market (the Symbol Change). | | The Name Change and the Symbol Change took effect on the Nasdaq Capital Market on February 26, 2026. | F-50 | |