Nexentis Technologies Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on July 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NEXENTIS TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Pinhas Sapir St. 3, Kiryat HaMada

Ness Ziona 7403626, Israel

Telephone: (347) 468-9583

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

VCorp Services, LLC

701 S. Carson Street

Suite 200

Carson City, Nevada 89701

Telephone: (888)528-2677

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 13, 2026

PROSPECTUS

NEXENTIS TECHNOLOGIES INC.

2,572,874 Shares of Common Stock

This prospectus relates to the offer and sale of up to 2,572,874 shares of our common stock, par value $0.0001 per share, by the selling stockholders identified in this prospectus, or the selling stockholders, consisting of (i) 311,876 shares of our common stock issuable upon the exercise of warrants, or the First PIPE Warrants, issued in a concurrent private placement conducted together with a registered direct offering which closed on June 15, 2026, (ii) 410,998 shares of our common stock issuable upon the exercise of warrants, or the Second PIPE Warrants, and together with the First PIPE Warrants, the PIPE Warrants, issued in a concurrent private placement conducted together with a registered direct offering which closed on June 23, 2026, and (iii) 1,850,000 shares of our common stock issuable upon the exercise of a warrant, or the Facility Warrant, and together with the PIPE Warrants, the Warrants, issued to L.I.A. Pure Capital Ltd., or Pure Capital, pursuant to a facility agreement dated October 1, 2024, as amended on May 27, 2026, or the Facility Agreement.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our shares by the selling stockholders. We may, however, receive up to approximately $6.0 million in aggregate gross proceeds from the exercise of the Warrants, to the extent such warrants are exercised for cash. The warrants may be exercised on a cashless basis under certain circumstances, in which case we would not receive any proceeds from such exercise. See “Use of Proceeds.”

The selling stockholders may sell the shares of common stock included in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell the shares in the section entitled “Plan of Distribution.”

The selling stockholders will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of the shares by the selling stockholders pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in this prospectus by the selling stockholder. See “Plan of Distribution” on page 20.

Our common stock is listed on the Nasdaq Capital Market under the symbol “NXTS”. On July 10, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $3.64 per share.

Investing in our securities involves risks. See the section entitled “Risk Factors” on page 7 included in into the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

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