This filing relates to the offer and sale from time to time by the selling stockholders of up to 2.57M shares of common stock. The company is not selling any shares under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders.

6/29 09:00

Nexentis Signs Loan Addendum with Solterra, Project Valuation at $14.5M

Nexentis Technologies announced the signing of an addendum to the loan and partnership agreement, together with Solterra Renewable Energy and the other lenders, for its Melz solar PV project in Germany. The addendum follows a share purchase agreement under which Solterra and its assets are being sold to Sunflower Sustainable Investments. As a result, Solterra is making early partial repayments of the loan. The addendum, executed together with the other lenders, includes an early partial loan repayment and reduction of profit rights. The transaction reflects a total project valuation of $14.5M, representing a significant premium to the company's initial investment. The company believes that this valuation demonstrates the substantial value created in the Melz project to date. The addendum provides immediate liquidity while preserving meaningful upside potential through the remaining profit rights, with an option for a full exit based on an independent valuation upon achievement of ready-to-build status. The Melz project continues to advance in its development phase. In connection with the transaction, the group of lenders, in which Nexentis holds the majority share, provided a total commitment of approximately $2.95M to bring the 115 MWp Melz project to RTB stage. Under the Addendum, Nexentis will receive an early repayment of approximately $147,000 on its portion of the loan, plus $98,000 for the sale of 10% of its profit rights and an additional $22,000 as an option fee for the right to purchase the remaining profit rights at RTB based on an independent Big 4 valuation. The transaction reflects a total project valuation of $14.5M, representing a significant premium to the company's initial investment.

6/22 10:00

Nexentis Technologies Inc Trading Halted Due to Volatility Trading Pause

Nexentis Technologies Inc trading halted, volatility trading pause

6/16 16:00

Nexentis Technologies Inc Trading Halted Due to Volatility Trading Pause

Nexentis Technologies Inc trading halted, volatility trading pause

5/18 09:40

Nexentis Subsidiary MitoCareX Achieves First Drug Discovery Milestone

Nexentis Technologies announced that its wholly owned subsidiary, MitoCareX Bio achieved its first drug discovery milestone since its acquisition by Nexentis: the generation of an optimized hit molecule with substantially improved pharmaceutical properties compared to the program's initial hit compound. The company said, "This milestone represents a pivotal inflection point in MitoCareX's drug discovery program, demonstrating that the Company's proprietary MITOLINE algorithm platform can power a drug discovery and development progression in a target class that has historically been difficult to drug. MITOLINE - the U.S. trademark-registered algorithm whose registration was announced by Nexentis in May 2026 enabled the identification of the program's initial hit molecule by generating reliable 3D structural models of a mitochondrial carrier protein in the SLC25 family, overcoming a central bottleneck in mitochondrial drug discovery: the near-total absence of experimentally solved 3D structures for this important protein class. The initial hit was identified by MITOLINE-enabled virtual screenings and has now undergone systematic medicinal chemistry optimization, culminating in the generation of an optimized hit molecule that demonstrates clear improvements across key pharmaceutical parameters assessed as of March 31, 2026."

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