v3.26.1
COMMON STOCK AND WARRANTS
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
COMMON STOCK AND WARRANTS

NOTE 10 – COMMON STOCK AND WARRANTS

 

1.On January 2, 2025, the Company consummated a Private Placement transaction contemplated by the securities purchase agreement, dated December 10, 2024, and issued 6,956 shares; pre-funded warrants to purchase 18,555 shares; and warrants to purchase 38,266 shares of the Company’s common stock at an exercise price of $58.80. The Company received gross proceeds of $1,500 as a result of such issuances.

 

The number of shares, pre-funded warrants and warrants, as well as the exercise prices presented in this note, have been adjusted to reflect the 1-for-7 reverse stock split effected on April 8, 2026.

 

The Company considered the guidelines of ASC 815 and determined that the warrants issued in the Private Placement meet the definition of a liability and were therefore classified as warrant liabilities in the balance sheet. The pre-funded warrants were classified as equity.

 

During 2025, certain holders exercised warrants, and the Company remeasured the related warrant liabilities through the respective exercise dates. During the six months ended June 30, 2026, there were no exercises of warrants.

 

The warrant liabilities are measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

 

The fair value of the warrant liabilities was determined using a Black-Scholes option pricing model. The assumptions used to perform the calculations are detailed below:

  

Month  Expected volatility (%) (*)   Risk free interest rate   Expected dividend yield   Expected term of options (years)   Exercise price (US dollars)   Share price (US dollars)   Fair value (U.S. dollars) 
June 30, 2026   173.72%   4.17%   0.0%   4.00   $36.4   $4.31   $40 

 

(*)The expected volatility was based on the historical volatility of the share price of the Company.

 

2.On May 12, 2025, the Company, entered into a Purchase Agreement (the “Agreement”) with YA II PN, Ltd. (the “Investor”) as part of the Standby Equity Purchase Agreement dated as of December 22, 2023 (the “SEPA II”).

 

On August 12, 2025, pursuant to the Purchase Agreement, the Company issued a promissory note in the principal amount of $1,500 to the Investor. The note bears interest at 8% per annum and matures 12 months from issuance. As the SEPA II had an initial fair value of zero at inception, no amounts were allocated to this component. Accordingly, all transaction costs associated with the Purchase Agreement were attributed to the promissory note and recorded as deferred financing costs, presented as a direct deduction from the carrying amount of the note payable and amortized to financing expense over its term using the effective interest method. During the six months ended June 30, 2026, the Company repaid $900 of the outstanding promissory note. As of June 30, 2026, the outstanding principal balance of the promissory note amounted to $236, and it carrying amount, net of deferred financing costs, amounted to $215.

 

On January 22, 2026, the Company issued 198,172 shares of Common Stock pursuant to the terms of the SEPA II. The shares were valued at $2,511, and the Company received net proceeds of $2,896, after a 6% discount from gross consideration of $3,081. In connection with this issuance, the Company recorded other income in the amount of $386 in the consolidated statements of operations. Following this issuance, the Company had issued the full amount under the registration statement on Form S-1 declared effective on August 22, 2025.

 

 

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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

 

NOTE 10 – COMMON STOCK AND WARRANTS (continued)

 

3.On January 8, 2026, the Company issued 5,000 shares of common stock pursuant to a new consulting agreement to a consultant in consideration of investor relations services provided to the Company. The Company estimated the value of the shares issued at $57 based on the share price of the date of the board resolution of which $28 and $14 was recorded as share based compensation expenses during the six and three months ended June 30, 2026, respectively and the remaining $29 was recorded as prepaid expenses.

 

4.On February 9, 2026, the board of directors of the Company approved the issuance of an equity grant to executive officers, Company’s chairman of the board and consultant amounting to a total of 45,185 shares of common stock. The Company estimated the value of the shares issued at $323 based on the share price of the date of the board resolution. The value of the shares issued was recorded as share base compensation expenses during the six months ended June 30, 2026.

 

5.On February 23, 2026, the Company issued an aggregate of 85,716 shares of common stock outside of the Plan to three consultants, pursuant to board resolution, dated February 20, 2026. The Company estimated the value of the shares issued at $558 based on the share price of the date of the board resolution. The value of the shares issued was recorded as share base compensation expenses during the six months ended June 30, 2026.

 

6.On June 12, 2026, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company issued and sold 311,876 shares of Common Stock in a registered direct offering and warrants to purchase up to 311,876 shares of Common Stock in a concurrent private placement (the “First PIPE Warrants”) at a combined purchase price of $4.008 per share and accompanying First PIPE Warrant. The Company received gross proceeds of approximately $1,250 from the transaction, which closed on June 15, 2026.

 

The First PIPE Warrants have an initial exercise price of $4.008 per share and became exercisable on June 15, 2026. The First PIPE Warrants contain certain anti-dilution provisions, including provisions that may adjust the exercise price and the number of shares issuable upon exercise in connection with certain share combination events and future dilutive issuances.

 

The Company considered the guidance in ASC 815-40 and determined that the First PIPE Warrants are not indexed to the Company’s own stock. Accordingly, the First PIPE Warrants were classified as liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in the Condensed 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 10 – COMMON STOCK AND WARRANTS (continued)

 

The fair value of the First PIPE Warrants liabilities was determined using a Black-Scholes option pricing model under probability-weighted scenarios reflecting the anti-dilution provisions of the First PIPE Warrants. The assumptions used in the valuations are detailed below:

 

Fair value of First PIPE Warrants liabilities 

June 30, 2026

  

June 15, 2026

 
Expected volatility (%) (*)   158.07%   158.75%
Risk-free interest rate (%)   4.19%   4.18%
Expected dividend yield   0.0%   0.0%
Expected term of warrants (years)   4.5-4.96    4.5-5 
Contractual exercise price (US dollars)  $4.008   $4.008 
Potential adjusted exercise price range (US dollars)  $0.5-4   $0.5-4 
Share price (US dollars)  $4.31   $5.54 
Fair value (U.S. dollars)  $1,786   $2,162 

 

(*) The expected volatility was based on the historical volatility of the share price of the Company.

 

The fair value of the First PIPE Warrants liabilities upon initial recognition on June 15, 2026 was approximately $2,162. As the initial fair value of the First PIPE Warrants liabilities exceeded the gross proceeds received in the transaction, the Company recognized a loss upon initial recognition of approximately $912. As of June 30, 2026, the fair value of the First PIPE Warrants liabilities was approximately $1,786. Accordingly, the Company recognized a gain of approximately $376 from the subsequent remeasurement of the First PIPE Warrants liabilities from the issuance date through June 30, 2026.

 

7.On June 22, 2026, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company issued and sold 410,998 shares of Common Stock in a registered direct offering and warrants to purchase up to 410,998 shares of Common Stock in a concurrent private placement (the “Second PIPE Warrants”) at a combined purchase price of $7.056 per share and accompanying Second PIPE Warrant. The Company received gross proceeds of approximately $2,900 from the transaction, which closed on June 23, 2026.

 

The Second PIPE Warrants have an initial exercise price of $7.056 per share and became exercisable on June 24, 2026. The Second PIPE Warrants contain certain anti-dilution provisions, including provisions that may adjust the exercise price and the number of shares issuable upon exercise in connection with certain share combination events and future dilutive issuances.

 

The Company considered the guidance in ASC 815-40 and determined that the Second PIPE Warrants are not indexed to the Company’s own stock. Accordingly, the Second PIPE Warrants were classified as liabilities and are remeasured at fair value at each reporting date, with changes in fair value recognized in the Condensed 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 10 – COMMON STOCK AND WARRANTS (continued)

 

The fair value of the Second PIPE Warrants liabilities was determined using a Black-Scholes option pricing model under probability-weighted scenarios reflecting the anti-dilution provisions of the Second PIPE Warrants. The assumptions used in the valuations are detailed below:

 

Fair value of Second PIPE Warrants liabilities 

June 30,

2026

  

June 24,

2026

 
Expected volatility (%) (*)   158.07%   158.31%
Risk-free interest rate (%)   4.19%   4.17%
Expected dividend yield   0.0%   0.0%
Expected term of warrants (years)   4.5-4.96    4.5-5 
Contractual exercise price (US dollars)  $4.008   $7.056 
Potential adjusted exercise price range (US dollars)  $0.5-6.5   $0.5-6.5 
Share price (US dollars)  $4.31   $5.93 
Fair value (U.S. dollars)  $3,413   $4,053 

 

(*) The expected volatility was based on the historical volatility of the share price of the Company.

 

The fair value of the Second PIPE Warrants liabilities upon initial recognition on June 24, 2026 was approximately $4,053. As the initial fair value of the Second PIPE Warrants liabilities exceeded the gross proceeds received in the transaction, the Company recognized a loss upon initial recognition of approximately $1,153. As of June 30, 2026, the fair value of the Second PIPE Warrants liabilities was approximately $3,413. Accordingly, the Company recognized a gain of approximately $513 from the subsequent remeasurement of the Second PIPE Warrants liabilities from the issuance date through June 30, 2026.

 

 

8.During the six months ended June 30, 2026, the Company recorded share base compensation expenses in General and Administrative expenses in the amount of $330 related to shares issued by the Company to service providers by December 31, 2025.

 

 

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

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