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 March 31, 2026, the fair value of the Company’s investment in Voice Assist was approximately $1,655, based on quoted prices in active markets.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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