UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 29, 2026, Nexentis Technologies Inc. (the “Company”) entered into amendment agreements (the “Amendment Agreements”) with the holders of all outstanding warrants issued in connection with (i) the Company’s loan facility with L.I.A. Pure Capital Ltd., originally entered into on October 1, 2024 and subsequently amended in May 2026, (ii) the Company’s concurrent private placement conducted alongside its registered direct offering on June 15, 2026 and (iii) the Company’s concurrent private placement conducted alongside its registered direct offering on June 24, 2026 (collectively, the “Existing Warrants”).
Pursuant to the Amendment Agreements, the parties agreed to amend the Existing Warrants and enter into amended and restated warrants (the “Amended Warrants” and together with the Amended Agreements, the “Amendments”). The Amended Warrants removed certain provisions contained in the Existing Warrants that resulted in liability classification for accounting purposes. The Company believes that the Amended Warrants qualify for equity classification under applicable accounting guidance.
The Amendments became effective on September 29, 2026.
The Amendments did not increase the number of shares issuable upon exercise of the Existing Warrants, extend the term of the Existing Warrants, or otherwise provide additional economic consideration to the holders thereof. Rather, the Amendments were effected to modify certain provisions of the Existing Warrants in connection with the Company’s efforts to regain compliance with Nasdaq Listing Rule 5550(b)(1).
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the forms of Amendment Agreements and forms of Amended Warrants, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment Agreement relating to the L.I.A. Pure Capital Ltd. Warrant | |
| 10.2 | Form of Amended and Restated L.I.A. Pure Capital Ltd. Warrant | |
| 10.3 | Form of Amendment Agreement relating to June 15, 2026 Private Placement Warrants | |
| 10.4 | Form of Amended and Restated June 15, 2026 Private Placement Warrant | |
| 10.5 | Form of Amendment Agreement relating to June 24, 2026 Private Placement Warrants | |
| 10.6 | Form of Amended and Restated June 24, 2026 Private Placement Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nexentis Technologies Inc. | ||
| Date: October 6, 2026 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |