CONTINGENT CONSIDERATION AND INTANGIBLE ASSET	3 Months Ended
Mar. 31, 2026
Contingent Consideration And Intangible Asset
CONTINGENT CONSIDERATION AND INTANGIBLE ASSET	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, subject to MitoCareX meeting certain milestones (the “Contingent share consideration”). The Company concluded that the Contingent share consideration failed the indexation guidance of ASC 815-40 and 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 March 31, 2026, at approximately $393. In addition, 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. The Contingent cash consideration was calculated as of March 31, 2026, at approximately $536, after giving effect to the reclassification of the portion of the Contingent cash consideration that became fixed as a result of financing transactions completed during the period, as described below. During the three months ended March 31, 2026, as a result of financing transactions completed during the period and the achievement of the first milestone, a portion of the cash-settled contingent consideration became fixed and was no longer subject to fair value remeasurement. Accordingly, the Company reclassified $863 from contingent consideration liabilities measured at fair value to accrued expenses and other payables. The remaining contingent cash and share consideration liabilities continue to be measured at fair value at each reporting date. As of March 31, 2026, the shares issuable upon achievement of the first milestone had not yet been issued. NEXENTIS TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) (USD in thousands, except share and per share data)

CONTINGENT CONSIDERATION AND INTANGIBLE ASSET

3 Months Ended

Mar. 31, 2026

Contingent Consideration And Intangible Asset

CONTINGENT CONSIDERATION AND INTANGIBLE ASSET

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, subject to MitoCareX meeting certain milestones (the “Contingent share consideration”).

The Company concluded that the Contingent share consideration failed the indexation guidance of ASC 815-40 and 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 March 31, 2026, at approximately $393.

In addition, 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. The Contingent cash consideration was calculated as of March 31, 2026, at approximately $536, after giving effect to the reclassification of the portion of the Contingent cash consideration that became fixed as a result of financing transactions completed during the period, as described below.

During the three months ended March 31, 2026, as a result of financing transactions completed during the period and the achievement of the first milestone, a portion of the cash-settled contingent consideration became fixed and was no longer subject to fair value remeasurement. Accordingly, the Company reclassified $863 from contingent consideration liabilities measured at fair value to accrued expenses and other payables. The remaining contingent cash and share consideration liabilities continue to be measured at fair value at each reporting date. As of March 31, 2026, the shares issuable upon achievement of the first milestone had not yet been issued.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)