CREDIT FACILITY |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CREDIT FACILITY | 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 (approximately $2,340) thousand 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.
The facility will expire upon full drawdown or five 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 March 31, 2026, the Company drew down gross amounts of €234 thousands (approximately $271).
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, the warrant was exercisable for 7,552 shares of Common Stock at an exercise price of $24.5 per share. The Company determined that 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.
NEXENTIS TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) (USD in thousands, except share and per share data)
NOTE 9 – CREDIT FACILITY (continued)
The Company estimated the fair value of the warrant liability as of March 31, 2026 and December 31, 2025, using the Black-Scholes option pricing model.
The assumptions used to perform the calculations are detailed below:
During the three months ended March 31, 2026, the Company did not make any additional drawdowns or repayments under the Pure Capital Credit Facility.
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 March 31, 2026 the interest rate was determined, among other things, using the Ba2 yield curve, at 19.3% for the loan’s remaining term and the fair value of the loans drawn under the Pure Capital Credit Facility, determined at €89 thousand (approximately $103).
NEXENTIS TECHNOLOGIES INC. NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) (USD in thousands, except share and per share data)
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