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 was reincorporated into the State of Nevada. The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NXTS”.

The Company is engaged in renewable energy projects through its wholly owned subsidiary NITO Renewable Energy Inc., which was incorporated in the State of Nevada on February 10, 2025. The Company is also engaged in pharmaceuticals operations for the development of targeted cancer therapeutics for Non-Small Cell Lung Cancer, through its wholly-owned subsidiary MitoCareX Bio Ltd. (“MitoCareX”), a private entity incorporated in the State of Israel that the Company acquired on October 20, 2025.

Under its renewable energy operations, 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 purchased, through its subsidiary NITO Renewable Energy Inc.,70% of SBI4 shares (on a fully diluted basis) from SB.

Additionally, through its 98.48% owned subsidiary, Save Foods Ltd., the Company was previously engaged from April 2009 through March 2026, on the development of solution for the food industry aimed at improving food safety and shelf life of fresh produce. On March 15, 2026, the Company closed a transaction with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”) for the sale of 100% of the Company’s equity interests in Save Foods Ltd., in which the Company previously held approximately 98%. See Note 7 below.

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 options, warrants and per share information in these consolidated financial statements have been retrospectively adjusted 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 $56 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 June 30, 2026, management currently is of the opinion that its existing cash will not be sufficient to fund its operations for a period longer than 12 months from the date of issuance of these financial statements. 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. However, 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.

On February 28, 2026, the United States and Israel preemptively attacked Iran to eliminate its nuclear and ballistic missile capabilities. As part of this conflict, Iran launched missile and drone attacks toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter strikes against U.S. forces and allied bases throughout the Gulf region. These events have resulted in civilian casualties and property damage in Israel. In early March 2026, Hezbollah joined the conflict and carried out missile attacks against Israel, leading to Israeli retaliatory strikes and an extended ground incursion, with Israeli forces occupying a zone approximately 10 kilometers deep in southern Lebanon. While temporary ceasefires between the United States, Israel, and Iran, and between Israel and Lebanon, were reached in April 2026, hostilities between Israel and Hezbollah remain ongoing with occasional flare ups between the United States and Iran, there can be no assurance that the temporary ceasefires will be upheld or that a permanent ceasefire will be reached, and the situation remains volatile and highly unstable.

NOTE 1 – GENERAL (continued)

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 the 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 June 30, 2026, and its results of operations, changes in stockholders’ equity, and cash flows for the six and three months ended June 30, 2026 and 2025. The results of operations for the six and three months ended June 30, 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 six months ended June 30, 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 June 30, 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.

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 June 30, 2026:

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 June 30, 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, which was determined to be 139,520 shares of Common Stock subject to MitoCareX meeting certain milestones (the “Contingent share consideration”).

During the six months ended June 30, 2026, the first milestone was achieved, resulting in the Sellers becoming entitled to receive 34,880 shares of the Company’s Common Stock. As of June 30, 2026, such shares had not yet been issued.

The Company concluded that the Contingent share consideration failed the indexation guidance of ASC 815-40 and accordingly this contingent commitment to issue shares 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 June 30, 2026, at approximately $385.

Furthermore, 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.

During the six months ended June 30, 2026, financing transactions completed by the Company caused the maximum aggregate Contingent Cash Consideration of $1,600 to become fixed and no longer subject to fair value remeasurement. The Company paid $54 during the period, and the remaining unpaid amount of $1,546 was included in accrued expenses and other payables as of June 30, 2026. Accordingly, no Contingent Cash Consideration remained subject to fair value remeasurement as of June 30, 2026.

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 during the six months ended June 30, 2026 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

On June 30, 2026, the Company entered into an assignment agreement with Solterra and SE, pursuant to which, subject to the completion of the transaction contemplated by the agreement with Sunflower Renewable Investments Ltd., the Company agreed to assign to SE all of its rights under the Loan Agreement in consideration for an amount equal to the outstanding loan balance, including accrued interest and linkage differences. Upon effectiveness of the assignment, the Company’s conversion right and any other rights under the Loan Agreement were terminated and the Company was repaid the entire outstanding loan principal amount of €375 subsequent to the balance sheet date.

The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. The fair value of the Loan Agreement as of June 30, 2026 was determined, inter alia, based on the contractual settlement amount of €446 thousand (approximately $509).

NOTE 5 – INVESTMENT AND LOAN TO SOLTERRA (continued)

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 June 30, 2026 was $264, based on quoted prices in active markets.

NOTE 6 –SOLAR PHOTOVOLTAIC 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.

On June 4, 2026, the parties entered into Addendum No. 3 to the Loan and Partnership Agreement. Subject to the closing of the contemplated transaction involving Sunflower Renewable Investments Ltd., the Addendum provides, among other things, for the repayment of 10% of the outstanding loan and accrued interest, a corresponding 10% reduction in the remaining funding commitment, a reduction in the lenders’ aggregate profit rights from 50% to 45%, and an option to purchase and redeem the lenders’ remaining profit rights. The related closing occurred subsequent to June 30, 2026.

As of June 30, 2026, the Company has funded €1,523 thousands (approximately $1,739).

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 9.10% as of June 30, 2026. The Company calculated the Loan Agreement and the fair value of the Company’s interest in the Partnership and Loan amounted to €2,394 thousands (approximately $2,735) as of June 30, 2026.

NOTE 6 – SOLAR PHOTOVOLTAIC JOINT VENTURE PROJECT (continued)

In the event the project is sold to a third party not related to the Borrower during a 30 months term, the Company will be entitled to repayment of the principal plus a pro-rata share (15%) of 50% of the net profit from the sale, as defined in the agreement.

If the project is not sold by the end of the term of the loan, the loan will bear annual interest of 7%, and the total amount due (principal and interest) will be repaid at maturity. The agreement does not provide for early repayment.

The Company assessed its involvement in the Pikozow Project in accordance with ASC 810-10, Variable Interest Entities (VIE), and concluded that the Borrower does not meet the definition of a VIE. Accordingly, no consolidation is required.

The Company elected to account for the loan agreement under the fair value option in accordance with ASC 825. On June 30, 2026, the Company entered into an assignment agreement with Solterra Renewable Energy Ltd. and Solterra Energy Ltd., pursuant to which, subject to the completion of the transaction contemplated by the agreement with Sunflower Renewable Investments Ltd., the Company agreed to assign all of its rights under the loan agreement to Solterra Energy Ltd. in consideration for an amount equal to the outstanding loan balance, including accrued interest and linkage differences. Upon effectiveness of the assignment, all other rights of the Company under the loan agreement, including its rights to participate in future profits from the project, were terminated.

The assignment became effective, and the related consideration was received, subsequent to June 30, 2026. Accordingly, the fair value of the loan as of June 30, 2026 was determined, inter alia, based on the contractual settlement amount of €162 thousand (approximately $185), representing the outstanding principal and accrued interest.

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 June 30, 2026, the fair value of the Company’s investment in Voice Assist was approximately $993, based on the quoted market price of Voice Assist’s common stock as of that date. During the six and three months ended June 30, 2026, the Company recognized losses of approximately $199 and $662, respectively, resulting from changes in the fair value of the investment.

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 June 30, 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 six months ended June 30, 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 six months ended June 30, 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 thousand (approximately $2,340) 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.

On May 27, 2026, the Company and the Lender released from escrow the signatures to an amended and restated facility agreement (the “Amended Facility Agreement”), which amended and restated the Original Facility Agreement in its entirety. The Amended Facility Agreement increased the maximum amount available under the Pure Capital Credit Facility from €6,000 thousand to €10,000 thousand and revised the permitted use of the proceeds to finance the Company’s operations and potential transactions, including acquisitions, subject to the Lender’s prior approval of each drawdown.

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 June 30, 2026, the Company drew down gross amounts of €234 thousand (approximately $271). During the six months ended June 30, 2026, the Company did not make any additional drawdowns or repayments under the Pure Capital Credit Facility.

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, immediately prior to the execution of the Amended Facility Agreement, the warrant was exercisable for 7,552 shares of Common Stock at an exercise price of $24.5 per share.

NOTE 9 – CREDIT FACILITY (continued)

Under the Amended Facility Agreement, the terms applicable to the warrant were amended such that the warrant became exercisable for 1,850,000 shares of Common Stock at an exercise price of $1.00 per share. In addition, if the exercise price of the warrant is reduced as a result of certain dilutive issuances, the Company is required to issue an additional warrant to the Lender for such number of shares as is necessary so that the aggregate exercise price payable under the existing warrant and the additional warrant, following the adjustment, equals the aggregate exercise price payable immediately prior to the dilutive issuance.

The Company determined that, due to certain anti-dilution provisions, 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.

The Company estimated the fair value of the warrant liability as of June 30, 2026 and December 31, 2025, using the Black-Scholes option pricing model.

The assumptions used to perform the calculations are detailed below:

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 June 30, 2026, the interest rate was determined, among other things, using the Ba2 yield curve, at 19.2% for the loan’s remaining term and the fair value of the loans drawn under the Pure Capital Credit Facility, determined at €181 thousand (approximately $207).

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 six months ended June 30, 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:

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. 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 six months ended June 30, 2026, the Company repaid $900 of the outstanding promissory note. As of June 30, 2026, the outstanding principal balance of the promissory note amounted to $236, and it carrying amount, net of deferred financing costs, amounted to $215.

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.

The First PIPE Warrants have an initial exercise price of $4.008 per share and became exercisable on June 15, 2026. The First PIPE Warrants contain certain anti-dilution provisions, including provisions that may adjust the exercise price and the number of shares issuable upon exercise in connection with certain share combination events and future dilutive issuances.

The Company considered the guidance in ASC 815-40 and determined that the First PIPE Warrants are not indexed to the Company’s own stock. Accordingly, the First PIPE Warrants were classified as liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in the Condensed Consolidated Statements of Operations.

The fair value of the First PIPE Warrants liabilities was determined using a Black-Scholes option pricing model under probability-weighted scenarios reflecting the anti-dilution provisions of the First PIPE Warrants. The assumptions used in the valuations are detailed below:

The fair value of the First PIPE Warrants liabilities upon initial recognition on June 15, 2026 was approximately $2,162. As the initial fair value of the First PIPE Warrants liabilities exceeded the gross proceeds received in the transaction, the Company recognized a loss upon initial recognition of approximately $912. As of June 30, 2026, the fair value of the First PIPE Warrants liabilities was approximately $1,786. Accordingly, the Company recognized a gain of approximately $376 from the subsequent remeasurement of the First PIPE Warrants liabilities from the issuance date through June 30, 2026.

The Second PIPE Warrants have an initial exercise price of $7.056 per share and became exercisable on June 24, 2026. The Second PIPE Warrants contain certain anti-dilution provisions, including provisions that may adjust the exercise price and the number of shares issuable upon exercise in connection with certain share combination events and future dilutive issuances.

The Company considered the guidance in ASC 815-40 and determined that the Second PIPE Warrants are not indexed to the Company’s own stock. Accordingly, the Second PIPE Warrants were classified as liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in the Condensed Consolidated Statements of Operations.

The fair value of the Second PIPE Warrants liabilities was determined using a Black-Scholes option pricing model under probability-weighted scenarios reflecting the anti-dilution provisions of the Second PIPE Warrants. The assumptions used in the valuations are detailed below:

The fair value of the Second PIPE Warrants liabilities upon initial recognition on June 24, 2026 was approximately $4,053. As the initial fair value of the Second PIPE Warrants liabilities exceeded the gross proceeds received in the transaction, the Company recognized a loss upon initial recognition of approximately $1,153. As of June 30, 2026, the fair value of the Second PIPE Warrants liabilities was approximately $3,413. Accordingly, the Company recognized a gain of approximately $513 from the subsequent remeasurement of the Second PIPE Warrants liabilities from the issuance date through June 30, 2026.

NOTE 11 –STOCK OPTIONS AND RESTRICTED STOCK UNITS

The following table presents the Company’s stock option activity under its equity incentive plans for the six months ended June 30, 2026:

During the six months ended June 30, 2026, following the sale of Save Foods Ltd., a former subsidiary of the Company, certain options previously granted to employees of Save Foods Ltd. were forfeited in accordance with the terms of the applicable awards.

The aggregate intrinsic value of the awards outstanding as of June 30, 2026 was $0. These amounts represent the total intrinsic value, based on the Company’s stock price of $4.31 as of June 30, 2026, less the weighted exercise price.

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 six and three months ended June 30, 2026 were $160 and $70, respectively.

NOTE 12 –RELATED PARTIES

NOTE 13 –SEGMENT REPORTING

As of June 30, 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 six and three months ended June 30, 2026 and 2025: