CREDIT FACILITY |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 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 thousand (approximately $2,340) 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.
On May 27, 2026, the Company and the Lender released from escrow the signatures to an amended and restated facility agreement (the “Amended Facility Agreement”), which amended and restated the Original Facility Agreement in its entirety. The Amended Facility Agreement increased the maximum amount available under the Pure Capital Credit Facility from €6,000 thousand to €10,000 thousand and revised the permitted use of the proceeds to finance the Company’s operations and potential transactions, including acquisitions, subject to the Lender’s prior approval of each drawdown.
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 June 30, 2026, the Company drew down gross amounts of €234 thousand (approximately $271). During the six months ended June 30, 2026, the Company did not make any additional drawdowns or repayments under the Pure Capital Credit Facility.
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, immediately prior to the execution of the Amended Facility Agreement, the warrant was exercisable for 7,552 shares of Common Stock at an exercise price of $24.5 per share.
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)
Under the Amended Facility Agreement, the terms applicable to the warrant were amended such that the warrant became exercisable for 1,850,000 shares of Common Stock at an exercise price of $1.00 per share. In addition, if the exercise price of the warrant is reduced as a result of certain dilutive issuances, the Company is required to issue an additional warrant to the Lender for such number of shares as is necessary so that the aggregate exercise price payable under the existing warrant and the additional warrant, following the adjustment, equals the aggregate exercise price payable immediately prior to the dilutive issuance.
The Company determined that, due to certain anti-dilution provisions, 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.
The Company estimated the fair value of the warrant liability as of June 30, 2026 and December 31, 2025, using the Black-Scholes option pricing model.
The assumptions used to perform the calculations are detailed below:
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 June 30, 2026, the interest rate was determined, among other things, using the Ba2 yield curve, at 19.2% for the loan’s remaining term and the fair value of the loans drawn under the Pure Capital Credit Facility, determined at €181 thousand (approximately $207).
NEXENTIS TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited) (USD in thousands, except share and per share data)
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