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, which was determined to be 139,520 shares of Common Stock subject to MitoCareX meeting certain milestones (the “Contingent share consideration”).

During the six months ended June 30, 2026, the first milestone was achieved, resulting in the Sellers becoming entitled to receive 34,880 shares of the Company’s Common Stock. As of June 30, 2026, such shares had not yet been issued.

The Company concluded that the Contingent share consideration failed the indexation guidance of ASC 815-40 and accordingly this contingent commitment to issue shares 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 June 30, 2026, at approximately $385.

Furthermore, 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.

During the six months ended June 30, 2026, financing transactions completed by the Company caused the maximum aggregate Contingent Cash Consideration of $1,600 to become fixed and no longer subject to fair value remeasurement. The Company paid $54 during the period, and the remaining unpaid amount of $1,546 was included in accrued expenses and other payables as of June 30, 2026. Accordingly, no Contingent Cash Consideration remained subject to fair value remeasurement as of June 30, 2026.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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