NOTE 1 – GENERAL

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 was reincorporated into the State of Nevada. The Company’s Common Stock is listed on The Nasdaq Capital Market under the symbol “NXTS”.

The Company is engaged in renewable energy projects through its wholly owned subsidiary NITO Renewable Energy Inc., which was incorporated in the State of Nevada on February 10, 2025. The Company is also engaged in pharmaceuticals operations for the development of targeted cancer therapeutics for Non-Small Cell Lung Cancer, through its wholly-owned subsidiary MitoCareX Bio Ltd. (“MitoCareX”), a private entity incorporated in the State of Israel that the Company acquired on October 20, 2025.

Under its renewable energy operations, 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 purchased, through its subsidiary NITO Renewable Energy Inc., 70% of SBI4 shares (on a fully diluted basis) from SB.

Additionally, through its 98.48% owned subsidiary, Save Foods Ltd., the Company was previously engaged from April 2009 through March 2026, on the development of solution for the food industry aimed at improving food safety and shelf life of fresh produce. On March 15, 2026, the Company closed a transaction with Voice Assist, Inc., a public company incorporated under the laws of the State of Nevada (“Voice Assist”) for the sale of 100% of the Company’s equity interests in Save Foods Ltd., in which the Company previously held approximately 98%. See Note 7 below.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

On April 8, 2026, the Company effected a 1-for-7 reverse stock split of the Company’s outstanding Common Stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every seven 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. No fractional shares were issued in connection with or following the reverse split and the shares were rounded to the nearest whole number. The authorized capital and par value of the Common Stock remained unchanged.

All shares, stock options, warrants and per share information in these consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split on a retroactive basis.

Since inception, the Company has incurred significant losses and negative cash flows from operations and has an accumulated deficit of $56 million. The Company has financed its operations mainly through financing by the issuance of the Company’s equity from various investors.

The Company’s management expects that the Company will continue to generate losses and negative cash flows from operations for the foreseeable future. Based on the projected cash flows and cash balances as of June 30, 2026, management currently is of the opinion that its existing cash will not be sufficient to fund its operations for a period longer than 12 months from the date of issuance of these financial statements. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern.

Management plans to continue securing sufficient financing through the sale of additional equity securities or capital inflows from strategic partnerships. However, additional funds may not be available when the Company needs them, on favorable terms, or at all. If the Company is unsuccessful in securing sufficient financing, it may need to cease operations.

The financial statements do not include adjustments for measurement or presentation of assets and liabilities, which may be required should the Company fail to operate as a going concern.

On February 28, 2026, the United States and Israel preemptively attacked Iran to eliminate its nuclear and ballistic missile capabilities. As part of this conflict, Iran launched missile and drone attacks toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter strikes against U.S. forces and allied bases throughout the Gulf region. These events have resulted in civilian casualties and property damage in Israel. In early March 2026, Hezbollah joined the conflict and carried out missile attacks against Israel, leading to Israeli retaliatory strikes and an extended ground incursion, with Israeli forces occupying a zone approximately 10 kilometers deep in southern Lebanon. While temporary ceasefires between the United States, Israel, and Iran, and between Israel and Lebanon, were reached in April 2026, hostilities between Israel and Hezbollah remain ongoing with occasional flare ups between the United States and Iran, there can be no assurance that the temporary ceasefires will be upheld or that a permanent ceasefire will be reached, and the situation remains volatile and highly unstable.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

NOTE 1 – GENERAL (continued)

As a significant portion of the Company’s activities, including research and development activities conducted through MitoCareX, are located in Israel, and members of the Company’s management and certain employees and consultants are located in Israel, the Company’s operations may be affected by economic, political, geopolitical and military conditions affecting Israel. Any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect the Company’s business, financial condition, and results of operations.

The Company is unable to predict the duration or severity of the current conflict or any potential escalation. To date, the conflict has resulted primarily in certain delays in the Company’s research and development activities, including activities conducted by MitoCareX. The Company is continuing to regularly follow developments on the matter and is examining the effects on its operations and the value of its assets.