NXTS

Business Context and Reporting Period

Company: Nexentis Technologies Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 22, 2026
Event: Entry into a Material Definitive Agreement for a Registered Direct Offering and concurrent Private Placement.

Key Financial Metrics

Capital Raised: Approximately $2.9 million in aggregate gross proceeds (before offering expenses).
Securities Issued:

• Common Stock: 410,998 shares (RD Shares) at $7.056 per share.
• Warrants: 410,998 warrants to purchase up to 410,998 shares at an exercise price of $7.056 per share.

Offering Structure:

• Registered Direct Offering (RD Shares) via a takedown from an effective Form S-3 shelf registration.
• Private Placement (Warrants) under Section 4(a)(2) and Rule 506 of Regulation D exemptions.

Liquidity and Debt: The filing does not provide specific data on existing debt, cash flow, or liquidity positions prior to this transaction.

Material Changes

This filing represents a material change in the company's capital structure through the issuance of new equity and warrants. The offering price of $7.056 per share represented a premium to the Nasdaq Minimum Price under Listing Rule 5635(d). The transaction is expected to close on or about June 24, 2026, subject to customary closing conditions.

Guidance, Outlook, and Risks

Management Commentary: The Company intends to use the proceeds from the Offerings, though specific allocation of funds is not detailed in this summary. The Company is required to file a resale registration statement for the warrant shares within 30 days of closing and have it declared effective within 60 days.
Risks and Contingencies:

• Closing Risk: The transaction is subject to satisfaction of customary closing conditions; failure to meet these may prevent the offering from closing.
• Forward-Looking Statements: The report contains forward-looking statements regarding the closing date and future events which are not guaranteed.
• Registration Requirements: Warrants are unregistered and may not be sold in the U.S. except pursuant to an effective registration statement or applicable exemption.

Unusual Items: None identified beyond the standard terms of the securities purchase agreement.

Investor Verification Checklist

• Verify the final closing date of the Offerings (expected June 24, 2026) and confirmation of gross proceeds received.
• Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants, redemption rights, or anti-dilution provisions.
• Confirm the filing and effectiveness of the resale registration statement for the Warrants within the required 60-day window.
• Assess the impact of the 410,998 new shares and potential warrant exercises on existing shareholder dilution.
• Check for any subsequent filings regarding the use of proceeds or changes in the Company's financial position post-closing.