Nexentis Technologies Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 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.
Jun 30, 2026 · Filed Aug 13, 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 2026-03-31; filed 2026-05-14.
0001493152-26-023107
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001493152-26-037757
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 83 previous paragraphs and 94 current paragraphs.
39 unchanged; 17 reworded; 32 added; 25 removed; 2 previous and 6 current paragraphs rearranged.
Tables are not compared: 3 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 (32)
Current report
All information in this Quarterly Report relating to shares or price per share reflects the 1-for-35 reverse stock split effected by us on September 22, 2025 and the 1-for-7 reverse stock split effected by us on April 8, 2026.
Current report
Amendment to Credit Facility Agreement
Current report
On April 30, 2026, we held a special general meeting of stockholders (the “Special Meeting”) to approve, among others, an amendment to a facility agreement (the “Original Facility Agreement”) with L.I.A. Pure Capital Ltd. (the “Lender”) for financing of up to EUR 6,000,000 (the “Original Credit Facility”), EUR 2,000,000 of which may be used to finance one project in Germany, and the remaining EUR 4,000,000 for other projects subject to the Lender’s pre-approval.
Current report
In connection with the Original Facility Agreement, we issued to the Lender a five-year warrant (the “Warrant”) to purchase 1,850,000 shares of our common stock (the “Warrant Shares”) at an exercise price of $1.00 per share, subject to customary anti-dilution adjustments.
Current report
Our stockholders previously approved the issuance of the Warrant Shares in accordance with Nasdaq Listing Rule 5635(d).
Current report
Following the approval of our stockholders at the Special Meeting, on May 27, 2026, we and the Lender released from escrow the signatures to the amended and restated facility agreement (the “Amended and Restated Facility Agreement”), which, among other things: (i) increases the total amount available under the credit facility from EUR 6,000,000 to EUR 10,000,000; and (ii) amends certain provisions relating to the Warrants, such that, following proportionate adjustments to the number of Warrant Shares and the exercise price as a result of the Company’s reverse stock splits, the Warrant was reset to entitle the Lender to purchase 1,850,000 shares of our common stock at an exercise price of $1.00 per share and include an anti-dilution adjustment mechanism, including adding a “price maintenance” provision to the Warrant’s anti-dilution adjustment mechanism. This provision is intended to preserve the economic value of the Warrant and provides that, upon certain future issuances of our securities at prices below the then-current exercise price of the Warrant, adjustments may be made to reduce the Warrant exercise price; and/or increase the number of Warrant Shares issuable upon exercise.
Current report
Except as modified, the principal economic terms of the credit facility, including interest rate, repayment structure, drawdown period, and general warrant terms, remain substantially consistent with the Original Facility Agreement.
Current report
Registered Direct Offerings and Concurrent Private Placements
Current report
On June 12, 2026, we entered into a securities purchase agreement with certain investors pursuant to which we issued and sold in a registered direct offering, an aggregate of 311,876 shares of our common stock at a purchase price of $4.008 per share (the “First June 2026 Registered Direct Offering”).
Current report
In a concurrent private placement (the First June 2026 Private Placement and together with the First June 2026 Registered Direct Offering, the “First June 2026 Offerings”), we also issued to the same investors an aggregate of 311,876 common warrants to purchase up to 311,876 shares of our common stock. The common warrants are exercisable upon issuance at an exercise price of $4.008 per share, subject to adjustment as set forth therein, and have a 5-year term from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of common stock underlying such common warrants. A holder of the common warrants will not have the right to exercise any portion of its common warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Current report
Aggregate gross proceeds in respect of the First June 2026 Offerings were approximately $1.25 million, before deducting offering expenses payable by us. The First June 2026 Offerings closed on June 15, 2026.
Current report
On June 22, 2026, we entered into a securities purchase agreement with certain investors pursuant to which we issued and sold in a registered direct offering an aggregate of 410,998 shares of our common stock at a purchase price of $7.056 per share. (the “Second June 2026 Registered Direct Offering”).
Current report
In a concurrent private placement (the “Second June 2026 Private Placement” and together with the Second June 2026 Registered Direct Offering, the “Second June 2026 Offerings”), we also issued to the same investors an aggregate of 410,998 common warrants to purchase up to 410,998 shares of our common stock. The common warrants are exercisable upon issuance at an exercise price of $ 7.056 per share, subject to adjustment as set forth therein, and have a 5-year term from the issuance date. The common warrants may be exercised on a cashless basis if there is no effective registration statement registering the shares of common stock underlying such common warrants. A holder of the common warrants will not have the right to exercise any portion of its common warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates or any other persons whose beneficial ownership of shares of our common stock would be aggregated with the holder’s or any of the holder’s affiliates), would beneficially own shares of our common stock in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
Current report
Aggregate gross proceeds in respect of the Second June 2026 Offerings were approximately $2.9 million, before deducting offering expenses payable by us. The Second June 2026 Offerings closed on June 24, 2026.
Current report
Change in Independent Registered Public Accounting Firm
Current report
On August 6, 2026, our board of directors (“theBoard”) and the audit committee of the Board approved (i) the dismissal of Somekh Chaikin, a member firm of KPMG International, as the Company’s independent registered public accounting firm and (ii) the appointment of Brightman Almagor Zohar & Co., a firm in the Deloitte Global Network, as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026.
Current report
Change in fair value of contingent consideration for the three months ended June 30, 2026 was a net loss of $139,000. The contingent cash and equity consideration was recognized in connection with the acquisition of MitoCareX in October 2025 and is remeasured at fair value at each reporting date, with changes in fair value recognized in the statement of operations. The net loss primarily resulted from the remeasurement of the contingent cash consideration upon becoming fixed and payable following the Company’s financing activities, after which it was reclassified to accrued expenses. This loss was partially offset by a gain from the remeasurement of the contingent equity consideration, which continues to be measured at fair value.
Current report
Financing expenses, net for the three months ended June 30, 2026 was $8,839,000, an increase of $7,605,000 or 616%, compared to financing expenses, net of $1,234,000 for the three months ended June 30, 2025. The increase was primarily attributable to expenses resulting from changes in the fair value of the warrant liabilities associated with the amendment to the Credit Facility Agreement and the day-one losses recognized upon the issuance of the First PIPE Warrants and the Second PIPE Warrants in June 2026. These expenses were partially offset by gains from the subsequent remeasurement of the PIPE warrant liabilities.
Current report
Net Loss from continuing operations
Current report
Net loss from continuing operations for the three months ended June 30, 2026, was $11,160,000, compared to $4,387,000 for the three months ended June 30, 2025, an increase of $6,773,000, or 154%. The increase was primarily attributable to higher financing expenses, net, as discussed above.
Current report
No gain or loss from discontinued operations was recognized for the three months ended June 30, 2026, as the sale of the Company’s former Save Foods business was completed on March 15, 2026. This compares to a net loss from discontinued operations of $121,000 for the three months ended June 30, 2025, which reflected the operating results of the former Save Foods business.
Current report
Six months ended June 30, 2026 compared to six months ended June 30, 2025
Current report
Depreciation and amortization
Current report
Financing expenses, Net
Current report
Financing expenses, net for the six months ended June 30, 2026 was $8,939,000, an increase of $6,910,000 or 341%, compared to financing expenses, net of $2,029,000 for the six months ended June 30, 2025. The increase primarily attributable to expenses resulting from changes in the fair value of the warrant liabilities associated with the amendment to the Credit Facility Agreement and the day-one losses recognized upon the issuance of the First PIPE Warrants and the Second PIPE Warrants in June 2026. These expenses were partially offset by gains from the subsequent remeasurement of the PIPE warrant liabilities.
Current report
Income taxes
Current report
Net Loss from continuing operations
Current report
Total net loss
Current report
As a result of the foregoing, our total net loss for the six months ended June 30, 2026 was $17,749,000 compared to $5,765,000 for the six months ended June 30, 2025, an increase of $11,984,000, or 208%.
Current report
On May 27, 2026, following stockholder approval, we and with L.I.A. Pure Capital Ltd. released from escrow the signatures to an amended and restated facility agreement, which increased the total amount available under the credit facility from EUR 6.0 million to EUR 10.0 million. The principal economic terms of the credit facility otherwise remained substantially unchanged.
Current report
On June 12, 2026, we entered into a securities purchase agreement with certain investors for the issuance of 311,876 shares of common stock in a registered direct offering and warrants to purchase 311,876 shares of common stock in a concurrent private placement. The warrants have an exercise price of $4.008 per share. The offerings closed on June 15, 2026, and generated aggregate gross proceeds of approximately $1.25 million, before offering expenses.
Current report
On June 22, 2026, we entered into a securities purchase agreement with certain investors for the issuance of 410,998 shares of common stock in a registered direct offering and warrants to purchase 410,998 shares of common stock in a concurrent private placement. The warrants have an exercise price of $7.056 per share. The offerings closed on June 24, 2026, and generated aggregate gross proceeds of approximately $2.9 million, before offering expenses.
Removed paragraphs (25)
Previous report
Special General Meeting
Previous report
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 report
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 report
Save Foods Transaction
Previous 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.
Previous 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.
Previous 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.
Previous report
Issuances of common stock
Previous 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.
Previous 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.
Previous 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.
Previous report
On February 9, 2026, we issued 16,613 shares of common stock to the chairman of the Board.
Previous 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.
Previous report
Name Change and the Symbol Change
Previous 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”.
Previous report
Reverse Stock Split
Previous report
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 report
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 report
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 report
Research and Development Expenses
Previous report
General and Administrative Expenses
Previous report
Research and Development Expenses
Previous report
General and Administrative Expenses
Previous report
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 report
Net Loss from continued operations
Reworded paragraphs (17)
Previous wording
MitoCareX, which has been our wholly owned subsidiary since October 2025, develops and advances targeted small-molecule therapeutics for oncology by focusing on the mitochondrial SLC25A protein family. MitoCareX’s solutions are designed to inhibit specific SLC25A mitochondrial carrier proteins that play a key role in cellular energy metabolism, thereby disrupting cancer cell growth and survival. We are currently focused on Non-Small Cell Lung Cancer (NSCLC) and utilize structural biology in combination with computational chemistry to design drug candidates that selectively bind to our SLC25A targets of interest. Our approach leverages our proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models across all 53 human SLC25A proteins and allows for large-scale virtual screening of molecules against these targets. MITOLINE™ provides a platform-level capability to identify new mitochondrial carrier targets and develop novel therapeutics in areas where no FDA-approved SLC25A-directed therapies currently exist. A key advantage of our platform is its ability to address the historical lack of structural data that has limited drug discovery efforts targeting SLC25A proteins, thereby expanding the druggable target space within mitochondrial biology. By enabling rational, structure-guided inhibitor discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities in NSCLC and potentially other oncology and disease indications associated with mitochondrial dysfunction.
Current wording
MitoCareX, which has been our wholly owned subsidiary since October 2025, develops and advances targeted therapeutics for diverse types of indications by focusing on transport proteins (i.e., transporters). MitoCareX developed technologies that are designed to interact with transporters that play a key role in cellular energy metabolism, thereby potentially disrupting the disease. MitoCareX routinely utilizes structural biology in combination with computational chemistry to discover, design and develop drug candidates that selectively interact with its protein targets of interest. MitoCareX approach leverages a proprietary MITOLINE™ algorithm, which enables the reliable generation of 3D molecular structural models of MitoCareX’s protein targets and allows for large-scale virtual screening campaigns against these targets. MITOLINE™ provides a platform-level starting point to enable modelling and further allows to develop novel therapeutics. A key advantage of MitoCareX platform is its ability to address the historical lack of experimental structural data that has limited drug discovery efforts targeting MitoCareX’s proteins of interest, thereby expanding the druggable target space. By enabling rational, structure-guided discovery at scale, MitoCareX’s solutions are designed to unlock new treatment opportunities.
Previous wording
We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.
Current wording
We collaborate with Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”) and a former wholly-owned subsidiary of Solterra Energy Ltd., an Israeli public corporation, listed on the Tel Aviv Stock Exchange (“Solterra Energy”), which operates in the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra engages in the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries. Our subsidiary, NITO Renewable, was established in February 2025 in the State of Nevada and has a 70% interest in the joint venture in Italy. Solterra’s business strategy primarily involves selling renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. In July 2026, Solterra Energy completed the sale of 100% of the issued share capital of Solterra to Sunflower Sustainable Investments Ltd., an Israeli public corporation listed on the Tel Aviv Stock Exchange. We currently intend to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.
Previous wording
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 wording
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 the operations of Save Foods Ltd., our former 98.48% owned subsidiary (“Save Foods”), 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.
Previous 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.
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 June 30, 2026 were $373,000, compared to no research and development expenses for the three months ended June 30, 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, 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.
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 June 30, 2026 were $1,257,000, a decrease of $1,370,000, or 52%, compared to general and administrative expenses of $2,627,000 for the three months ended June 30, 2025. The decrease was primarily attributable to decrease of share-based compensation to our employees and service providers, partially offset by an increase of professional services and legal expenses.
Previous wording
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 wording
Depreciation and amortization for the three months ended June 30, 2026 was $106,000, compared to $0 for the three months ended June 30, 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.
Previous 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%.
Current wording
As a result of the foregoing, our total net loss for the three months ended June 30, 2026 was $11,160,000 compared to $4,508,000 for the three months ended June 30, 2025, an increase of $6,652,000, or 148%.
Previous wording
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 wording
Change in fair value of contingent consideration for the six months ended June 30, 2026 was a gain of $203,000. The gain is related to the contingent cash and equity consideration recognized in connection with the acquisition of MitoCareX in October 2025. Following the Company’s financing activities, the contingent cash consideration became fixed and payable and, following its remeasurement, was reclassified to accrued expenses. The gain reflects the combined effect of changes in the fair value of the contingent cash and equity consideration during the period. The contingent equity consideration remains contingent and continues to be measured at fair value at each reporting date.
Previous wording
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 wording
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 six months ended June 30, 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.
Previous wording
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 wording
Net loss from continuing operations for the six months ended June 30, 2026, was $18,584,000, compared to $5,503,000 for the six months ended June 30, 2025, an increase of $13,081,000, or 238%. The increase in net loss from continued operations was primarily attributable to higher financing expenses, net, and the recognition of a non-cash goodwill impairment loss, as discussed above.
Previous wording
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 wording
Net gain from discontinued operations for the six months ended June 30, 2026 was $835,000, compared to net loss from discontinued operations $262,000 for the six months ended June 30, 2025 an increase of $1,097,000, or 419%. 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.
Previous 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.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $7,623,000, as compared to $3,138,000 as of June 30, 2025. As of June 30, 2026, we had a working capital of $7,599,000, as compared to $3,956,000 as of June 30, 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
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.
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 June 30, 2026, we had an accumulated deficit of $56,282,000, 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 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.
Current wording
We believe that our existing capital resources will not be sufficient to support our operating plan for a period longer than 12 months from the date of issuance of these financial statements. 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 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 wording
Net cash used in operating activities was $1,958,000 for the six months ended June 30, 2026, as compared to $1,337,000 for the six months ended June 30, 2025. The increase is mainly attributable to higher cash used to fund operating activities in the six months ended June 30, 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 partially offset by favorable working capital movements, primarily a decrease in prepaid expenses and other current assets and an increase in other liabilities.
Previous wording
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.
Current wording
Net cash used in investing activities was $560,000 for the six months ended June 30, 2026, as compared to net cash used in investing activities of $1,625,000 for the six months ended June 30, 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.
Previous 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.
Current wording
Net cash provided by financing activities was $6,146,000 for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $3,934,000 for the six months ended June 30, 2025. The increase was primarily attributable to gross proceeds of $4,150,000 from the June 2026 private placements and net proceeds of $2,896,000 under the standby equity purchase agreement, partially offset by the repayment of a $900,000 promissory note. Financing cash flows in the 2025 period primarily consisted of proceeds from a PIPE transaction, warrant exercises and net borrowings under the credit facility.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Research and development expenses consist of salaries and related expenses, service providers’ costs, related materials and overhead expenses. Research and development expenses for the six months ended June 30, 2026 were $648,000, compared to no research and development expenses for the six months ended June 30, 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.
Current report — wording carried from elsewhere
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 six months ended June 30, 2026 were $3,156,000, an increase of $26,000, or less than 1%, compared to general and administrative expenses of $3,130,000 for the six months ended June 30, 2025. The increase was primarily attributable to increase of professional services and legal expenses, partially offset by a decrease of share-based compensation to our employees and service providers and insurance costs.
Current report — wording carried from elsewhere
Change in fair value of contingent consideration
Current report — wording carried from elsewhere
Depreciation and amortization for the six months ended June 30, 2026 was $209,000, compared to $0 for the six months ended June 30, 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 — wording carried from elsewhere
Income tax benefit for the six months ended June 30, 2026 was $46,000. 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 — wording carried from elsewhere
Net gain (loss) from discontinued operations
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.