INVESTMENT AND LOAN TO SOLTERRA

6 Months Ended

Jun. 30, 2026

NOTE 5 – INVESTMENT AND LOAN TO SOLTERRA

On June 30, 2024, the Company entered into a 24 month Loan Agreement with Solterra Renewable Energy Ltd. (“Solterra”) and other lenders, under which the Company committed €375 thousands (approximately $406) out of a total €500 thousands principal amount. The loan bears annual interest of 7%, payable beginning June 30, 2025. Solterra shall have the option to convert the loan into shares of Solterra Energy Ltd. (“SE”), at the lowest price per share under which SE raises capital during the period from the Loan Agreement date through conversion. If the loan is not converted or repaid in full within nine months from the closing date of the merger involving SE, the interest rate increases to 12% per annum. On October 28, 2025, the Company entered into an amendment to the Loan Agreement, pursuant to which the accrued interest through June 30, 2025 was added to the loan principal and bears interest from that date.

On June 30, 2026, the Company entered into an assignment agreement with Solterra and SE, pursuant to which, subject to the completion of the transaction contemplated by the agreement with Sunflower Renewable Investments Ltd., the Company agreed to assign to SE all of its rights under the Loan Agreement in consideration for an amount equal to the outstanding loan balance, including accrued interest and linkage differences. Upon effectiveness of the assignment, the Company’s conversion right and any other rights under the Loan Agreement were terminated and the Company was repaid the entire outstanding loan principal amount of €375 subsequent to the balance sheet date.

The Company elected to account for the Loan Agreement under the fair value option in accordance with ASC 825. The fair value of the Loan Agreement as of June 30, 2026 was determined, inter alia, based on the contractual settlement amount of €446 thousand (approximately $509).

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

NOTE 5 – INVESTMENT AND LOAN TO SOLTERRA (continued)

The Company’s chairman of the board of directors also serves as a director of SE.

During 2024, the Company acquired 267,000 shares of SE.

The investment is measured at fair value accordance with ASC 321. The fair value of the investment as of June 30, 2026 was $264, based on quoted prices in active markets.