Nexentis Technologies Inc. 8-K

What Happened

• Nexentis Technologies Inc. (the filing refers to N2OFF, Inc. as "the Company") filed a Form 8-K (Item 3.02) on February 26, 2026 disclosing that on February 20, 2026 the company issued 600,000 shares of its common stock to consultants.
• The shares were issued as payment for investor relations and business development services and were not registered under the Securities Act.

Key Details

• Date of issuance: February 20, 2026 (disclosed in Form 8-K filed Feb 26, 2026).
• Number of shares issued: 600,000 shares of common stock.
• Recipients/purpose: consultants providing investor relations and business development services.
• Registration/exemption: Issuance claimed exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (transactions by an issuer not involving a public offering).

Why It Matters

• The issuance increases the number of outstanding shares, which can dilute existing shareholders’ ownership percentage; the filing does not state the company’s total outstanding shares, so investors may want to check the latest share count.
• Paying consultants with equity rather than cash conserves cash but transfers value to service providers; investors should note this when assessing the company’s expenses and capital structure.
• The use of a registration exemption (Section 4(a)(2)) means these shares were not offered in a registered public offering, a common practice for compensatory or private transactions but one that warrants disclosure for transparency.