Business Description

NOTE 1 – GENERAL A. Operations Nexentis Technologies Inc. (formerly N2OFF, Inc.) (the “Company”) was incorporated on April 1, 2009, under the laws of the State of Delaware. On November 6, 2023, the Company (which at that time was known as Save Foods, Inc.) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexentis Technologies Inc. (which at that time was known as N2OFF, Inc.), a newly formed Nevada corporation and its wholly owned subsidiary (the “Surviving Corporation”), pursuant to which, on the same date, the Company, as parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). The Reincorporation Merger was approved by the Company’s stockholders on October 2, 2023 and became effective on The Nasdaq Capital Market on November 10, 2023. Upon the consummation of the Reincorporation Merger, the Company ceased its legal existence as a Delaware corporation, and the Surviving Corporation continued the Company’s business as the surviving corporation. On January 26, 2026, the Company’s board of directors approved the Company’s name change to “Nexentis Technologies Inc.” which became effective on The Nasdaq Capital Market on February 26, 2026. On April 27, 2009, the Company acquired from its stockholders 98.48 % of the issued and outstanding shares of Save Foods Ltd., including preferred and ordinary shares. Save Foods Ltd. was incorporated in 2004 and commenced its operations in 2005. Save Foods Ltd. develops, produces, and focuses on delivering innovative solutions for the food industry aimed at improving food safety and shelf life of fresh produce. On January 13, 2026, the Company, entered into a securities exchange agreement with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”). On March 15, 2026, the Company closed the transaction for the sale of 100 % of the Company’s equity interests in Save Foods Ltd., in which the Company previously held approximately 98 % of its share capital. see Note 11(B) and Note 24(2) below. On March 31, 2023, the Company entered into a securities exchange agreement with Plantify Foods, Inc. (“Plantify”), a Canadian corporation traded on the TSX Venture Exchange (“TSXV”), which focuses on the development and production of “clean-label” plant-based products - see Note 10 below. On August 29, 2023, the Company entered into an exchange agreement with Yaaran Investments Ltd., a company organized under the laws of the State of Israel (“Yaaran”) and formed an Israeli subsidiary, NTWO OFF Ltd. (“NTWO OFF”) which focus on nitrous oxide (“N2O”), a potent greenhouse gas with significant global warming ramifications. On April 9, 2025, the Company entered into a share purchase agreement (the “SPA”), by and among the Company, Yaaran, and NTWO OFF, which provides for the sale by the Company to Yaaran 100 % of the Company’s shares of NTWO OFF. - see Note 11A. On February 10, 2025, the Company’s wholly owned subsidiary, NITO Renewable Energy, Inc. was formed under the laws of the State of Nevada. On February 24, 2025, the Company entered into a shareholders agreement with Solterra Brand Services Italy SRL (“SB”) and SB Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly owned subsidiary of SB (“SBI4”) pursuant to which the Company will purchase 70 % of SBI4 shares (on a fully diluted basis) from SB see Note 9 below. On October 20, 2025, the Company completed the acquisition of 100 % of the share capital of MitoCareX Bio Ltd. an Israeli private company (“MitoCareX”) see Note 4 below. The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NXTS”. NEXENTIS TECHNOLOGIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (USD in thousands, except share and per share data) NOTE 1 – GENERAL (continued) B. Reverse stock split On September 22, 2025, the Company effected a 1-for-35 reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”) in order to regain compliance with the Nasdaq minimum bid price requirement, following the notice received from Nasdaq on March 28, 2025 regarding the Company’s non-compliance with such requirement. As a result of the Reverse Stock Split, every thirty-five 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.…