Nexentis Technologies Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
NXTS$0.51+6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022355
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023107
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 95 previous paragraphs and 83 current paragraphs.
22 unchanged; 23 reworded; 38 added; 48 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
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.
Current report
As a result of these changes, the Company’s 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 Company’s continuing operations.
Current report
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 Company’s 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 and Voice Assist delivered to us 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.
Current report
We currently own 19.99% of Voice Assist.
Current report
Save Foods Transaction
Current report
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.
Current report
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.
Current report
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.
Current report
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 Assist’s 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.
Current report
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.
Current report
Issuances of common stock
Current report
On January 8, 2026, we issued 5,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided to us.
Current report
On January 22, 2026, we issued 198,172 shares of common stock to YA II PN, Ltd., pursuant to the terms of the Standby Equity Purchase Agreement dated December 22, 2023 for net proceeds of $2,896.
Current report
On February 9, 2026, our Board approved the issuance of an equity grant to executive officers and consultant of an aggregate of 28,572 shares of common stock.
Current report
On February 9, 2026, we issued 16,613 shares of common stock to the chairman of the Board.
Current report
On February 23, 2026, we issued 85,716 shares of common stock to consultants in consideration of various investor relations and business development services provided to us.
Current report
Name Change and the Symbol Change
Current report
On January 26, 2026, our Board approved our name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026. Our common stock was traded on the Nasdaq Capital Market under the symbol “NITO” until February 25, 2026. On February 26, 2026, in connection with our name change on February 26, 2026, our stock began trading under the symbol “NXTS”.
Current report
The 2025 comparative amounts presented below have been recast to reflect the classification of the Company’s Save Foods and NTWO OFF Ltd. operations as discontinued operations. Accordingly, the results of these discontinued operations are excluded from continuing operations. Unless otherwise indicated, the discussion below relates only to the Company’s continuing operations.
Current report
Research and Development Expenses
Current report
General and Administrative Expenses
Current report
Research and Development Expenses
Current report
General and Administrative Expenses
Current report
Change in fair value of contingent consideration
Current report
Change in fair value of contingent consideration for the three months ended March 31, 2026 was a gain of $343,000. 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 due to certain cash and equity consideration no longer being considered contingent. Specifically, following the Company’s financing activities, certain cash consideration became payable and was reclassified out of contingent consideration. In addition, following MitoCareX’s achievement of the first milestone, the related equity consideration became payable and was no longer included in the fair value measurement of contingent consideration.
Current report
Goodwill impairment
Current report
Goodwill impairment expenses consisted of a non-cash impairment loss of $6.3 million recognized in connection with the goodwill related to the MitoCareX reporting unit during the three months ended March 31, 2026. The impairment loss was recognized following the Company’s interim goodwill impairment assessment performed during the first quarter of 2026, which was triggered by impairment indicators, including a sustained decline in the Company’s share price and market capitalization. Based on the assessment, the carrying amount of the MitoCareX reporting unit exceeded its estimated fair value. The impairment charge did not impact the Company’s cash flows or liquidity.
Current report
Depreciation and amortization
Current report
Depreciation and amortization for the three months ended March 31, 2026 was $103,000, compared to $0 for the three months ended March 31, 2025. 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.
Current report
Income taxes
Current report
Income tax benefit for the three months ended March 31, 2026 was $23,000. The tax benefit is 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.
Current report
Net Loss from continued operations
Current report
Net loss from continued operations for the three months ended March 31, 2026 was $7,447,000, compared to $1,116,000 for the three months ended March 31, 2025, an increase of $6,331,000, or 567%. The increase in net loss from continued operations was mainly due to the recognition of a non-cash goodwill impairment loss related to the MitoCareX reporting unit during the three months ended March 31, 2026.
Current report
Net gain (loss) from discontinued operations
Current report
Net gain from discontinued operations for the three months ended March 31, 2026 was $835,000, compared to net loss from discontinued operations $141,000 for the three months ended March 31, 2025 an increase of $694,000, or 492%. The increase was primarily attributable to the sale of the Company’s former Save Foods business through a share exchange transaction, which resulted in the elimination of the Company’s negative investment balance in such business. The net loss in the 2025 period related to the operating results of the former Save Foods business, which was classified as discontinued operations during 2025.
Current report
Total net loss
Current report
Net cash used in operating activities was $1,419,000 for the three months ended March 31, 2026, as compared to $809,000 for the three months ended March 31, 2025. The increase is mainly attributable to higher cash used to fund operating activities in the three months ended March 31, 2026, including the Company’s current operations following the acquisition of MitoCareX and cash used by the Company’s former Save Foods business prior to its sale on March 15, 2026. The increase was also driven by working capital movements that resulted in additional cash usage, primarily an increase in prepaid expenses and other current assets, and a decrease in other liabilities.
Current report
Net cash used in investing activities was $450,000 for the three months ended March 31, 2026, as compared to net cash used in investing activities of $1,176,000 for the three months ended March 31, 2025. The decrease is mainly attributable to lower investments in solar projects under development and in the solar photovoltaic joint venture project during the 2026 period, as well as short-term loans granted in the 2025 period, while no such loans were granted in the 2026 period. The decrease was partially offset by the purchase of property and cash outflow related to discontinued operations in the 2026 period.
Removed paragraphs (48)
Previous report
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 produce’s 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.
Previous report
MitoCareX Closing
Previous report
On February 25, 2025 we entered into a Securities Purchase and Exchange Agreement (the “Agreement”) 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 Company’s 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”).
Previous report
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.
Previous report
On October 20, 2025, upon the satisfaction of the remaining closing conditions in the Agreement, the Acquisition closed (the “Closing”). 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.
Previous report
Fourth Loan Agreement to MitoCareX
Previous report
On August 17, 2025, we entered into a fourth loan agreement (the “Fourth Loan Agreement”) with MitoCareX, and Pure Capital pursuant to which we agreed to loan in the aggregate amount of $372,000 (the “Principal”) to MitoCareX with interest accruing at an annual rate pursuant to Section 3(j) of the Income Tax Ordinance, published by the Israel Tax Authority for loans in US dollars, which is currently the USD exchange rate fluctuation until the maturity date plus 3%, as may be adjusted from time to time ( the “Loan”). The term of the Loan is six months with repayment of Principal and accrued interest due at maturity. Pure Capital has agreed to guarantee the repayment of the Loan. The purpose of the Fourth Loan Agreement was to assist MitoCareX with financing its ongoing costs and obligations until the closing of the MitoCareX Agreement occurred.
Previous report
Following the completion of the transaction on October 20 whereby MitoCareX became our subsidiary, any amount outstanding under the Loan will be deducted from any future amount allocated by us to MitoCareX during the first year following such transaction.
Previous report
Amendment to Purchase Agreement
Previous report
On July 25, 2025 we and YA II PN, Ltd. (the “Investor”) entered into an amendment to a purchase agreement with the Investor, dated May 12, 2025 (the “Purchase Agreement Amendment”) pursuant to which the Investor committed to advance the Company the aggregate principal amount of $3,000,000, of which (i) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the filing of the registration statement on Form S-1 with the SEC on August 6, 2025 registering the resale of shares issuable pursuant to the Standby Equity Purchase Agreement, dated December 22, 2023 (the “SEPA”) between the Company and the Investor, and (ii) up to $1,500,000 will be made available upon the request of the Company which may be made within 60 days following the date that said registration statement is declared effective, with each advance to be evidence by a promissory note issued to the Investor.
Previous report
The Purchase Agreement Amendment provides for the issuance by the Company of an additional 16,410 shares of its common stock (or pre-funded warrants for the same number of shares) to the Investor within three business days from the execution of the Purchase Agreement Amendment. In connection with the Purchase Agreement Amendment, the Company and the Investor also agreed to revise the promissory notes to be issued pursuant to the Purchase Agreement (the “Revised Notes”). The Revised Notes reflect extended payment terms and certain other modifications as agreed upon by the parties.
Previous report
During September, pursuant to the Purchase Agreement Amendment, we issued 418,261 shares for total proceeds of $3,335,000, and during October, we issued 169,400 shares for total proceeds of $831,000.
Previous report
Solterra Transactions
Previous report
On June 30, 2024, we entered into a Loan Agreement (the “Loan Agreement”) with Solterra Renewable Energy Ltd. (“SRE”) and other lenders signatory thereto, pursuant to which such lenders committed to loan SRE 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.
Previous report
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 (haftungsbeschränkt) & Co. KG (the “Partnership”), SRE, and other lenders signatory thereto (collectively, the “Lenders”), pursuant to which the Lenders committed to loan the Partnership (the “SRE Loan”) an aggregate principal amount of €2,080,000 (€1,560,000 of which was committed by us).
Previous report
On June 23, 2025, in accordance with Addendum No. 1 to the SRE 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 SRE Loan and Partnership Agreement, pursuant to which the Lenders agreed to provide additional funding in the aggregate principal amount of €600,000.
Previous report
Pure Capital Credit Facility
Previous report
On October 1, 2024, the Company entered into a facility agreement with L.I.A. Pure Capital Ltd. (“Pure Capital”) providing for up to EUR 6,000,000 in financing (the “Pure Capital Credit Facility”). Up to EUR 2,000,000 may be used to finance one project in Germany, and the remaining EUR 4,000,000 may be used for other projects, in each case subject to Pure Capital’s prior approval. Interest accrues at a rate of 7% per annum and is payable in advance by the Company, with such interest deducted from each drawdown, for a period of twenty-four months. The Pure Capital Credit Facility will terminate on the earlier of (i) the drawdown of the full EUR 6,000,000 and (ii) five years from the date of the facility agreement (the “Drawdown Period”).
Previous report
Amounts borrowed under the Pure Capital Credit Facility must be repaid from proceeds derived from the pre-approved projects or, during the Drawdown Period, from 33% of the proceeds of other Company financing transactions. After the Drawdown Period, any unpaid amounts may be repaid from any other sources.
Previous report
In connection with the facility agreement, the Company agreed to issue to Pure Capital a five-year warrant (the “Warrant”) to purchase 52,858 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $3.50 per share. The Warrant is exercisable immediately upon issuance. The exercise price and the number of Warrant Shares are subject to adjustment in the event of issuances of common stock, options, or convertible securities, and for stock combination events, in each case as described in the Warrant. In the event of a fundamental transaction, as described in the Warrant, the successor entity will be required to assume the Company’s obligations under the Warrant. Under the Warrant, Pure Capital may also require the Company to repurchase the Warrant for its Black-Scholes value in cash.
Previous report
As of November 13, 2025, the Company had made aggregate drawdowns of approximately EUR 1,020,000 (approximately $1,105,000) and repayments of approximately EUR 1,015,000 (approximately $1,158,000) under the facility agreement.
Previous report
Revenues and Cost of Revenues
Previous report
Our total revenue consists of the sale of products and our cost of revenues consists of cost of products.
Previous report
The following table sets forth our revenues and costs of revenues:
Previous report
Selling and marketing expenses consist primarily of salaries and related expenses, professional fees and other expenses.
Previous report
Revenues
Previous report
Revenues for the three months ended September 30, 2025 were $2,000, compared to $9,000 during the three months ended September 30, 2024. The decrease is mainly a result of a decrease in sales in Israel.
Previous report
Cost of Sales
Previous report
Cost of sales consists primarily of materials, and overhead costs of manufacturing our products. Cost of sales for the three months ended September 30, 2025 was $2,000, a decrease of $75,000, or 97%, compared to the cost of sales of $77,000 for the three months ended September 30, 2024. The decrease is mainly a result of an inventory write-off in South Africa in 2024.
Previous report
Gross loss
Previous report
Gross loss for the three months ended September 30, 2025 was zero, a decrease of $68,000, or 100%, compared to a gross loss of $68,000 for the three months ended September 30, 2024. The decrease is mainly a result of the decrease in cost of sales.
Previous report
Selling and marketing expenses consisted primarily of salaries and related costs for selling and marketing personnel, travel related expenses and services providers. Selling and marketing expenses for the three months ended September 30, 2025 were $34,000, a decrease of $31,000, or 48%, compared to total selling and marketing expenses of $65,000 for the three months ended September 30, 2024. The decrease is mainly attributable to the decrease in transport and storage expenses, and related costs associated with our sales.
Previous report
Financing income (expenses), Net
Previous report
Total Comprehensive Gain (loss)
Previous report
As a result of the foregoing, our total comprehensive gain for the three months ended September 30, 2025 was $367,000 compared to comprehensive loss of $2,314,000 for the three months ended September 30, 2024, a decrease of $2,681,000, or 116%.
Previous report
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Previous report
Revenues
Previous report
Revenues for the nine months ended September 30, 2025 were $68,000, a decrease of $1,000, or 1%, compared to $69,000 during the nine months ended September 30, 2024.
Previous report
Cost of Sales
Previous report
Cost of sales consists primarily of salaries, materials and overhead costs of manufacturing our products. Cost of sales for the nine months ended September 30, 2025 were $19,000, a decrease of $91,000, or 83%, compared to $110,000 for the nine months ended September 30, 2024. The decrease is mainly results from a decrease in salaries.
Showing the first 40 of 48 passages. Open the source sections for the rest.
Reworded paragraphs (23)
Previous wording
We are focused on sustainable operations in various industries such as agri-food tech, solar projects, and oncology biotechnology. Our activities include eco crop protection that helps reduce food waste and ensure food safety while reducing the use of pesticides, as well as advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes.
Current wording
We are focused on sustainable operations in various industries such as oncology biotechnology and solar projects. Our activities are advancing innovative oncology solutions through MitoCareX to improve cancer treatment outcomes.
Previous wording
We currently operate through our majority-owned Israeli subsidiary, our wholly owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:
Current wording
We currently operate through our wholly owned Israeli subsidiary and our Nevada wholly-owned subsidiary and collaborate and invest in a joint venture in the solar energy sector:
Previous wording
Additionally, we currently own approximately 25% 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, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.
Current wording
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, Piece of Bean Ltd. (“Piece of Bean”), which was involved in the production and distribution of clean label food. Piece of Bean’s factory and business operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the recent war in Israel, and Piece of Bean is in the process of voluntary insolvency proceedings. As a consequence, Plantify currently essentially has no business activity and minimal liquidity.
Previous wording
On September 25, 2025, N2OFF, Inc. held a special general meeting of stockholders (the “Special General Meeting”). A total of 18,575,909 shares of Common Stock, representing approximately 55.68% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum.
Current wording
On April 30, 2026, we held a special general meeting of stockholders (the “Special General Meeting”). A total of 3,129,968 shares of common stock, representing approximately 61.23% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum.
Previous wording
At the Special General Meeting, stockholders considered and approved the following proposals: (i) Proposal No. 1, to approve the Company’s acquisition of all of the share capital of MitoCareX Bio Ltd. pursuant to the Securities Purchase and Exchange Agreement dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025, including the issuance of Common Stock equal to or exceeding 20% of the Company’s outstanding Common Stock before such issuance in accordance with applicable Nasdaq Listing Rules, and to approve the execution, delivery and performance of the Purchase Agreement and the transactions contemplated thereby, was approved by the stockholders. (ii) Proposal No. 2, to authorize the Company’s board of directors, in its discretion, to amend the Company’s Articles of Incorporation within one year of stockholder approval to effect a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-150, with the exact ratio to be determined by the board of directors without further stockholder approval, was approved by the stockholders. (iii) Proposal No. 3, to approve the issuance of 1,850,000 shares of Common Stock and any additional shares of Common Stock, as applicable, upon exercise of a warrant issued to L.I.A. Pure Capital Ltd. (the “Warrant Shares”), was approved by the stockholders. (iv) Proposal No. 4, to authorize the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies if there were insufficient votes in favor of any of the foregoing proposals, was approved by the stockholders.
Current wording
At the Special General Meeting, stockholders considered and approved the following proposals: (i) Proposal No. 1, to approve the amendment to our Articles of Incorporation, as amended (the “Reverse Split Amendment”), implementing one or more reverse stock splits of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than 1-for-2 and not more than 1-for-500 (the “Reverse Split Range”), and to grant our board of directors (the “Board”) the discretionary authority to determine the exact ratio of the Reverse Stock Split within the Reverse Split Range and by such number of increments, and to effect the Reverse Split Amendment at such times and dates, if at all, as to be determined by the Board in its sole discretion (the “Reverse Stock Split Proposal”). (ii) Proposal No. 2, toapprove the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price ofour common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d) (the “Equity Issuance Proposal”). (iii) Proposal No. 3, toapprove, for Nasdaq Marketplace Rule 5635(d) purposes, the potential issuance of shares of common stock upon exercise of warrants that may be issued under an amendment toour facility agreement with L.I.A. Pure Capital Ltd. (the “Facility Amendment Proposal”).(iv) Proposal No. 4, to approve the authorization of an adjournment of the Special General Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal, the Equity Issuance Proposal, or the Facility Amendment Proposal.
Previous wording
On June 28, 2024, following the Special Meeting of stockholders, the Company’s stockholders approved a proposal authorizing the board of directors to effect a reverse stock split at a ratio in the range of 1-for-2 and 1-for-35. On September 18, 2025, the board of directors approved a one-for-thirty-five (1-for-35) reverse stock split of the Company’s outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective for Nasdaq purposes on September 22, 2025. The Reverse Stock Split was implemented to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors.
Current wording
On September 25, 2025, at the special meeting of stockholders of the Company held on said date, the stockholders approved a proposal authorizing our Board of directors, in its sole discretion, to amend our Amended and Restated Certificate of Incorporation, at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the issued and outstanding shares of our common stock, $0.0001 par value per share, by a ratio of no less than 1-for-2 and no more than 1-for-150, with the exact split ratio to be determined by the Board in its sole discretion without further approval or authorization of our stockholders. After the special meeting, the Board determined that it is in the best interests of the Company and its stockholders to effectuate a reverse stock split of our common stock at a ratio of one-for-seven (1-for-7) (the “April 2026 Reverse Stock Split”). On April 8, 2026, our common stock began trading on the Nasdaq Capital Market on the post-April 2026 Reverse Stock Split basis. The April 2026 Reverse Stock Split was implemented to increase the per share price and bid price of the Company’s common stock to regain compliance with the continued listing requirements of Nasdaq and make the common stock more attractive to certain institutional investors.
Previous wording
As a result of the Reverse Stock Split, every thirty-five shares of common stock outstanding immediately prior to effectiveness were combined and reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split; any fractional shares were rounded to the nearest whole share. The number of authorized shares of common stock and the par value per share were not affected by the Reverse Stock Split.
Current wording
As a result of the April 2026 Reverse Stock Split, every seven (7) shares of issued and outstanding common stock automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the April 2026 Reverse Stock Split. Any fractional shares that would otherwise have resulted from the April 2026 Reverse Stock Split were rounded up to the next whole number.
Previous wording
All share, stock option, and per share information presented in these consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.
Current wording
All share, stock option, and per share information presented in these consolidated financial statements have been retroactively adjusted to reflect the April 2026 Reverse Stock Split.
Previous wording
Our operating expenses consist of three components - research and development expenses, selling and marketing expenses and general and administrative expenses.
Current wording
Our current operating expenses consist of five components - research and development expenses, general and administrative expenses, change in fair value of contingent consideration, goodwill impairment and depreciation and amortization.
Previous wording
Our research and development expenses consist primarily of professional fees and other related research and development expenses.
Current wording
Our research and development expenses consist primarily of professional fees and other related research and development expenses such as field tests.
Previous wording
General and administrative expenses consist primarily of professional services, share based compensation, salaries, insurance and other non-personnel related expenses.
Current wording
General and administrative expenses consist primarily of professional services, share based compensation and other non-personnel related expenses.
Previous wording
Research and development expenses consist of service providers’ costs and overhead expenses. Research and development expenses for the three months ended September 30, 2025 were $52,000, an increase of $33,000, or 174%, compared to research and development expenses of $19,000 for the three months ended September 30, 2024. The increase is mainly attributable to increase in patent attorney expenses.
Current wording
Research and development expenses consist of Salaries and related expenses, service providers’ costs, related materials and overhead expenses. Research and development expenses for the three months ended March 31, 2026 were $275,000, compared to no research and development expenses for the three months ended March 31, 2025. 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.
Previous wording
General and administrative expenses consisted primarily of professional services, share based compensation and salaries and related expenses, as well as other non-personnel related expenses such as legal expenses, directors’ fees and insurance costs. General and administrative expenses for the three months ended September 30, 2025 were $1,240,000, a decrease of $44,000, or 3%, compared to general and administrative expenses of $1,284,000 for the three months ended September 30, 2024. The decrease is mainly a result of the decrease in share-based compensation offset by increase in professional services and legal expenses.
Current wording
General and administrative expenses consisted 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 three months ended March 31, 2026 were $1,899,000, an increase of $1,396,000, or 278%, compared to general and administrative expenses of $503,000 for the three months ended March 31, 2025. 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.
Previous wording
Financing income, net for the three months ended September 30, 2025 was $183,000, an increase of $224,000, or 546%, compared to financing expenses, net of $41,000 for the three months ended September 30, 2024. The increase is mainly a result of an increase in financing income related to changes in the fair value of PIPE’s warrant liability and credit facility.
Current wording
Financing expenses, net for the three months ended March 31, 2026 was $100,000, a decrease of $616,000 or 86%, compared to financing expenses, net of $716,000 for the three months ended March 31, 2025. The decrease is mainly a result of a decrease in financing expenses related to changes in the fair value of PIPE’s warrant liability and credit facility.
Previous wording
As a result of the foregoing, our total comprehensive loss for the nine months ended September 30, 2025 was $5,412,000, compared to $3,936,000 for the nine months ended September 30, 2024, an increase of $1,476,000, or 38%.
Current wording
As a result of the foregoing, our total net loss for the three months ended March 31, 2026 was $6,589,000 compared to $1,257,000 for the three months ended March 31, 2025, an increase of $5,332,000, or 424%.
Previous wording
As of September 30, 2025, we had cash and cash equivalents of $6,044,000, as compared to $2,750,000 as of September 30, 2024. As of September 30, 2025, we had a working capital of $6,598,000, as compared to $2,854,000 as of September 30, 2024. The increase in our cash balance is mainly attributable to cash provided by financing activities offset by cash used in operations and cash used in investing activities.
Current wording
As of March 31, 2026, we had cash and cash equivalents of $4,299,000, as compared to $2,724,000 as of March 31, 2025. As of March 31, 2026, we had a working capital of $6,483,000, as compared to $3,359,000 as of March 31, 2025. The increase in our cash balance is mainly attributable to cash provided by financing activities offset by cash used in operations and cash used in investing activities.
Previous wording
On July 23, 2023, we entered into a standby equity purchase agreement with the Investor, pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, subject to certain limitations, including that (i) 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. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.
Current wording
On July 23, 2023, we entered into a standby equity purchase agreement with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to purchase up to $3,500,000 shares of our common stock for 40 months from the date of the purchase agreement at a price per share equal to 94% of the lowest volume-weighted average price (“VWAP”) of the common stock for the three days prior to the delivery of each advance notice from us, subject to certain limitations, including that (i) 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. In December 2023, we completed an investment round in the aggregate amount of $3,500,000.
Previous wording
On December 22, 2023, we entered into an additional standby equity purchase agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 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. During 2024, we have sold 190,477 shares of common stock at an average purchase price of $16.45 to the Investor.
Current wording
On December 22, 2023, we entered into an additional standby equity purchase agreement with the Investor, pursuant to which the Investor has agreed to purchase up to $20 million shares of our common stock for 36 months from the date of the purchase agreement at a price per share equal to 94% of the lowest VWAP of our common stock for the three trading days immediately following the delivery of each advance notice from us. The agreement will terminate automatically on the earlier of January 1, 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. During 2024, we have sold 27,224 shares of common stock at an average purchase price of $120.49 to the Investor.
Previous wording
As of November 13, 2025, we have sold 587,661 shares of common stock at an average purchase price of $7.54 to the Investor.
Current wording
As of May 14, 2026, we have sold 282,130 shares of common stock at an average purchase price of $26.37 to the Investor.
Previous wording
On October 20, 2025, upon fulfillment of all remaining closing conditions set forth in the Agreement, and as consideration thereunder, the Company remitted a cash payment in the amount of $700,000 to SciSparc.
Current wording
On October 20, 2025, upon fulfillment of all remaining closing conditions set forth in the Securities Purchase and Exchange Agreement, dated February 25, 2025, as amended on May 18, 2025 and July 23, 2025, by and among the Company, MitoCareX, SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri, and as consideration thereunder, the Company remitted a cash payment in the amount of $700,000 to SciSparc Ltd.
Previous wording
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 September 30, 2025, we had an accumulated deficit of $39,826,000, 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 date of this Quarterly Report.
Current wording
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 March 31, 2026, we had an accumulated deficit of $45,137,000, 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 date of this Quarterly Report.
Previous wording
We believe that our existing capital resources will be sufficient to support our operating plan through the end of the first quarter of 2026; 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.
Current wording
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.
Previous wording
Net cash provided by financing activities was $8,097,000 for the nine months ended September 30, 2025, as compared to net cash provided by financing activities of $2,601,000 for the nine months ended September 30, 2024. The increase is the result of proceeds from a private offering of common stock and proceeds from standby equity purchase agreement and promissory note.
Current wording
Net cash provided by financing activities was $2,196,000 for the three months ended March 31, 2026, as compared to net cash provided by financing activities of $2,532,000 for the three months ended March 31, 2025. The decrease was mainly attributable to proceeds received in the 2025 period from a private offering of common stock, the exercise of warrants issued in connection with such private offering and a credit facility, net of repayments. In the 2026 period, net cash provided by financing activities was primarily attributable to net proceeds from the standby equity purchase agreement, partially offset by the repayment of a promissory note.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Financing expenses, net, for the nine months ended September 30, 2025, were $1,832,000, an increase of $1,716,000, or 1,479%, compared to total financing expenses of $116,000 for the nine months ended September 30, 2024. The increase is mainly a result of an increase in financing expenses related to changes in the fair value of PIPE’s warrant liability and credit facility.
Previous report — wording carried elsewhere
On August 12, 2025, pursuant to the Purchase Agreement Amendment, we issued a Revised Note in the principal amount of $1,500,000 to the Investor.