UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.03 | Material Modifications to Rights of Security Holders. |
As previously reported on the Current Report on Form 8-K filed by Nexentis Technologies Inc. (the “Company”) with the Securities and Exchange Commission on September 25, 2025, at the special meeting of stockholders of the Company held on said date, the stockholders approved a proposal authorizing the Company’s board of directors (the “Board”), in its sole discretion, to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), at any time within one year after stockholder approval is obtained, to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), by a ratio of no less than 1-for-2 and no more than 1-for-150, with the exact split ratio to be determined by the Board in its sole discretion without further approval or authorization of the Company’s stockholders. After the special meeting, the Board determined that it is in the best interests of the Company and its stockholders to effectuate a reverse stock split of the Common Stock at a ratio of one-for-seven (1-for-7) (the “Reverse Stock Split”).
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 3, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Nevada, to effect the Reverse Stock Split. The Certificate of Amendment will become effective on April 7, at 4:15 p.m. Eastern Daylight Time.
Upon the opening of the market on April 8, 2026, the Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”) on the post-Reverse Stock Split basis under the current symbol “NXTS” but with a new CUSIP number.
As a result of the Reverse Stock Split, every seven (7) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 5,111,362 shares to approximately 730,309 shares, subject to adjustment for the rounding up of fractional shares. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, convertible notes, and warrants, as applicable. The Reverse Stock Split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock nor will it change the authorized shares of preferred stock or the relative voting power of holders of the outstanding Common Stock. The number of authorized shares of Common Stock under the Certificate of Amendment will remain unchanged at 495,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, $0.0001 par value per share, none of which is issued and outstanding.
The Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of certificates of Common Stock if the shares were issued in certificated form.
Except for de minimis adjustments that result from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive effect on our stockholders, since each stockholder holds the same percentage of Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference. The information set forth in Item 3.03 of this Current Report is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Nexentis Technologies Inc. filed April 3, 2026, effective as of April 7, 2026. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
SIGNATURES
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: April 6, 2026 | By: | /s/ David Palach |
| Name: | David Palach | |
| Title: | Chief Executive Officer | |