Nexentis Technologies Inc.

NOTE 1 –GENERAL

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

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

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

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

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

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

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

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

NOTE 1 – GENERAL (continued)

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

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

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

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

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

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

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

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

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

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

NOTE 1 – GENERAL (continued)

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

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

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

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

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

Basis of presentation

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

Use of Estimates

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

Principles of consolidation

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

Discontinued operations

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

Investment in equity securities

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

Goodwill and intangible asset

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

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

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

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

**Impairment of long-lived assets **

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

Fair value

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

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

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

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

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

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

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

Fair value (continued)

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

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

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

Fair value (continued)

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

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

NOTE 3 –CONTINGENT CONSIDERATION AND INTANGIBLE ASSET

On October 20, 2025, the Company completed the acquisition of MitoCareX from SciSparc Ltd., Dr. Alon Silberman and Prof. Ciro Leonardo Pierri (collectively, the “Sellers”), which became a wholly-owned subsidiary of the Company. For additional information regarding the acquisition and the purchase price allocation, see Note 4 to the Company’s annual consolidated financial statements for the year ended December 31, 2025.

As part of the consideration for the acquisition, the Sellers are entitled to receive additional shares of the Company’s 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”).

The Company concluded that the Contingent share consideration failed the indexation guidance of ASC 815-40 and was classified as a liability. The liability is remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. The Contingent share consideration was calculated as of March 31, 2026, at approximately $393.

In addition, as additional consideration for the acquisition, the Sellers are entitled to receive, collectively,30% of the gross proceeds of each financing transaction closed by the Company within five years from the closing date, up to a maximum aggregate amount of $1,600 (the “Contingent cash consideration”). The Contingent cash consideration is remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. The Contingent cash consideration was calculated as of March 31, 2026, at approximately $536, after giving effect to the reclassification of the portion of the Contingent cash consideration that became fixed as a result of financing transactions completed during the period, as described below.

During the three months ended March 31, 2026, as a result of financing transactions completed during the period and the achievement of the first milestone, a portion of the cash-settled contingent consideration became fixed and was no longer subject to fair value remeasurement. Accordingly, the Company reclassified $863 from contingent consideration liabilities measured at fair value to accrued expenses and other payables. The remaining contingent cash and share consideration liabilities continue to be measured at fair value at each reporting date. As of March 31, 2026, the shares issuable upon achievement of the first milestone had not yet been issued.

NOTE 4 –GOODWILL IMPAIRMENT ASSESSMENT

As of March 31, 2026, the Company performed an interim quantitative goodwill impairment analysis for the “MitoCareX” reporting unit, to which the Company’s goodwill is allocated, due to indicators identified during the period, including, among other things, a significant decline in the price of the Company’s Common Stock and corresponding market capitalization since the Company’s most recent goodwill impairment assessment, the Company’s market capitalization being below its stockholders’ equity, as well as increased uncertainty in the macroeconomic and geopolitical environment. Due to these indicators, the Company engaged a third-party valuation specialist to assist management in performing the quantitative goodwill impairment assessment as of March 31, 2026.

The quantitative assessment was performed by measuring the reporting unit’s fair value using the income approach, based on the expected present value of estimated future cash flows. The fair value measurement is categorized as Level 3 within the fair value hierarchy due to the use of unobservable inputs, such as financial projections, terminal growth rate, and discount rate. In applying the income approach, the Company evaluated the reasonableness of the inputs and outcomes of its discounted cash flow analysis against available market data. As part of this analysis, the Company concluded that the discount rate used in the current impairment analysis reflects higher market-based and MitoCareX-specific risk premiums, which are associated with changes in global macroeconomic conditions in 2026, including heightened geopolitical risks related to operations in the Middle East, particularly the conflict between Israel and Iran.

The results of the impairment analysis indicated that the carrying value of the MitoCareX reporting unit was in excess of its fair value. Therefore, the Company recorded a non-cash impairment loss of $6.3 million under “goodwill impairment” in the Condensed Consolidated Statements of Operations.

NOTE 5 –INVESTMENT AND LOAN TO SOLTERRA

The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. As of March 31, 2026, the Company estimated the fair value of the Loan Agreement at $436, based on a third-party valuation applying a 26.9% market discount rate for similar loans.

The Company’s chairman of the board of directors also serves as a director of SE.

The investment is measured at fair value accordance with ASC 321. The fair value of the investment as of March 31, 2026 was $247, based on quoted prices in active markets.

NOTE 6 –SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT

During 2025, the Company and the other lenders entered into several amendments and additional loan agreements in connection with the Germany project, pursuant to which the Company committed to provide additional funding, including €19 thousand under a bridge loan, €450 thousand under Addendum No. 2, and €210 thousand under an additional loan agreement dated December 24, 2025. Such additional amounts generally bear interest at 7% annually and are intended to support the development of the battery energy storage system and photovoltaic facility, including activities aimed at achieving Ready-to-Build status.

As of March 31, 2026, the Company has funded €1,500 thousands (approximately $1,733).

The Company’s 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 Company’s 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 project’s 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 8.91% as of March 31, 2026. The Company calculated the Loan Agreement and the fair value of the Company’s interest in the Partnership and Loan amounted to €2,228 thousands (approximately $2,574) as of March 31, 2026.

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.

NOTE 6 – SOLAR PHOTOVOLAIC JOINT VENTURE PROJECT (continued)

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. As of March 31, 2026, the fair value of the loan agreement was estimated at €177 thousand, approximately $204, based on discount rates of 19.61% and 18.96%.

NOTE 7 –SHARE EXCHANGE TRANSACTION AND INVESTMENT IN VOICE ASSIST, INC.

On January 13, 2026, the Company entered into a Securities Exchange 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.

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. The Services Agreement does not have a specified termination date. The Company expects its continuing involvement under the Services Agreement to continue for as long as the advisory and related services are required by Voice Assist and the related contingent consideration arrangements remain in effect; however, the Company cannot reasonably estimate the exact period during which such involvement will continue.

On March 15, 2026, the Company closed the transaction for the sale of its equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital. As a result of the closing and the terms of the agreement, the Company lost control of Save Foods Ltd. and deconsolidated Save Foods Ltd. as of March 15, 2026.

The consideration received by the Company consisted of 60,198,540 shares of Voice Assist common stock, representing 19.99% of Voice Assist on a fully diluted basis as of immediately following the closing, however, as a result of Voice Assist’s capital structure, including outstanding preferred shares that carry voting rights greater than those of the common stock, the Company’s voting interest in Voice Assist is lower than its percentage ownership on a fully diluted basis. The fair value of the Voice Assist shares received was approximately $1,192, based on the quoted market price of Voice Assist’s common stock on the closing date.

The Company evaluated whether it has the ability to exercise significant influence over Voice Assist in accordance with ASC 323. Based on the Company’s ownership percentage and other relevant facts and circumstances, including the absence of board representation, participation in policy-making processes, or other rights to participate in operating or financial decisions of Voice Assist, the Company concluded that it does not have significant influence over Voice Assist.

Accordingly, the investment in Voice Assist is accounted for as an equity security in accordance with ASC 321 and is measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

As of March 31, 2026, the fair value of the Company’s investment in Voice Assist was approximately $1,655, based on quoted prices in active markets.

NOTE 8 –DISCONTINUED OPERATIONS

Disposal of Save Foods Ltd.

During 2025, the Company committed to a plan to sell Save Foods Ltd. (the Company’s pathogen prevention and shelf-life extension segment) and determined that the disposal represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the operations of Save Foods Ltd. were classified as discontinued operations in accordance with

ASC 205-20.

On March 15, 2026, the Company closed the transaction for the sale of its equity interests in Save Foods Ltd., in which the Company previously held approximately 98% of its share capital. Following the closing, the Company lost control of Save Foods Ltd. and deconsolidated Save Foods Ltd. as of March 15, 2026 see also Note 7.

As of March 31, 2026, following the closing of the transaction, the assets and liabilities of Save Foods Ltd. were no longer included in the Company’s consolidated balance sheet.

During the three months ended March 31, 2026, the Company recognized a gain from deconsolidation of Save Foods Ltd. of approximately $880, which is included in net gain from discontinued operations.

Results of operations of Save Foods Ltd. included in discontinued operations were as follows:

NOTE 8 –DISCONTINUED OPERATIONS (continued)

Cash flows from discontinued operations for the three months ended March 31, 2026 and 2025:

NOTE 9 –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 thousand (approximately $7,020) (the “Pure Capital Credit Facility”), of which €2,000 (approximately $2,340) thousand may be used for the Loan and Partnership Agreement in Germany, and the remaining €4,000 thousand (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 orfive 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. As of March 31, 2026, the Company drew down gross amounts of €234 thousands (approximately $271).

In connection with the Pure Capital Credit Facility, the Company issued a five-year warrant to the Lender. In accordance with the anti-dilution provisions of the warrant agreement and following the Company’s entry into the PIPE Agreement, the exercise price of the warrant was adjusted during 2025. As adjusted to reflect the 1-for-7 reverse stock split effected on April 8, 2026, the warrant was exercisable for 7,552 shares of Common Stock at an exercise price of $24.5 per share. The Company determined that the warrant is not indexed to the Company’s own stock and, accordingly, is accounted for as a liability measured at fair value at each reporting date. Changes in fair value are recognized in the consolidated statements of operations.

NOTE 9 – CREDIT FACILITY (continued)

The Company estimated the fair value of the warrant liability as of March 31, 2026 and December 31, 2025, using the Black-Scholes option pricing model.

The assumptions used to perform the calculations are detailed below:

During the three months ended March 31, 2026, the Company did not make any additional drawdowns or repayments under the Pure Capital Credit Facility.

The Company elected to account for the loans drawn under the Pure Capital Credit Facility under the fair value option in accordance with ASC 825. The Company estimated the fair value of the loans drawn under the Pure Capital Credit Facility using a third-party appraiser and the assumptions were based on repayment scenario analysis that considered various possible outcomes regarding the timing of sale of the project and estimations regarding the Company’s future fundraising.

As of March 31, 2026 the interest rate was determined, among other things, using the Ba2 yield curve, at 19.3% for the loan’s remaining term and the fair value of the loans drawn under the Pure Capital Credit Facility, determined at €89 thousand (approximately $103).

NOTE 10 –COMMON STOCK AND WARRANTS

The number of shares, pre-funded warrants and warrants, as well as the exercise prices presented in this note, have been adjusted to reflect the 1-for-7 reverse stock split effected on April 8, 2026.

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.

During 2025, certain holders exercised warrants, and the Company remeasured the related warrant liabilities through the respective exercise dates. During the three months ended March 31, 2026, there were no exercises of warrants.

The warrant liabilities are measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

The fair value of the warrant liabilities was determined using a Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

NOTE 10 – COMMON STOCK AND WARRANTS (continued)

On August 12, 2025, pursuant to the Purchase Agreement, 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 on August 22, 2025. The note bears interest at 8% per annum and matures 12 months from issuance. 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 Purchase 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. During the three months ended March 31, 2026, the Company repaid $700 of the outstanding promissory note. As of March 31, 2026, the outstanding principal balance of the promissory note amounted to $451, and it carrying amount, net of deferred financing costs, amounted to $364.

On January 22, 2026, the Company issued 198,172 shares of Common Stock pursuant to the terms of the SEPA II. The shares were valued at $2,511, and the Company received net proceeds of $2,896, after a 6% discount from gross consideration of $3,081. In connection with this issuance, the Company recorded other income in the amount of $386 in the consolidated statements of operations. Following this issuance, the Company had issued the full amount under the registration statement on Form S-1 declared effective on August 22, 2025.

NOTE 11 –STOCK OPTIONS AND RESTRICTED STOCK UNITS

The following table presents the Company’s stock option activity for employees and directors of the Company for the three months ended March 31, 2026:

The aggregate intrinsic value of the awards outstanding as of March 31, 2026 was $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $4.62 as of March 31, 2026, 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.

On October 20, 2025, the Company granted 20,928 restricted stock units (“RSUs”) to Mr. Alon Silberman under the Company’s 2022 Share Incentive Plan. The RSUs vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject to continued employment with MitoCareX.

Costs incurred in respect of stock-options and RSUs compensation for employees and directors for the three months ended March 31, 2026 and 2025 were $90 and less than $1, respectively.

NOTE 12 –RELATED PARTIES

NOTE 13 –SEGMENT REPORTING

As of March 31, 2026, the Company has two reportable segments: (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.

The following table presents information about the Company’s reportable segments for the three months ended March 31, 2026 and 2025:

NOTE 14 –SUBSEQUENT EVENTS

All share, stock option, warrants and per share information presented in these consolidated financial statements has been retroactively adjusted to reflect the reverse stock split for all periods presented. See also Note 1B.