Nexentis Technologies Inc. 8-K

What Happened

• Nexentis Technologies Inc. (formerly N2OFF, Inc.) announced the closing of a Securities Exchange Agreement with Voice Assist, Inc. on March 15, 2026. At closing Nexentis transferred all ordinary shares it owned in Save Foods Ltd. (approximately 98% of Save Foods’ issued and outstanding shares) to Voice Assist, free and clear of encumbrances, and received Voice Assist common stock representing 19.99% of Voice Assist on a fully diluted basis immediately following the closing.

Key Details

• Closing date: March 15, 2026; Agreement originally dated January 13, 2026.
• Disposal: ~98% of Save Foods ordinary shares transferred to Voice Assist.
• Consideration: Issuance to Nexentis of Voice Assist common stock equal to 19.99% of Voice Assist on a fully-diluted basis post-closing.
• Services Agreement: Nexentis will provide non-exclusive advisory/support services to Voice Assist for consideration that includes deferred cash from future Voice Assist financings (capped at $1,000,000), royalties on certain “New Future Projects,” and a share of any “Ecolab Gross Proceeds”; the services term runs through calendar year 2026 with extension rights until consideration is fully received.

Why It Matters

• The transaction materially changes Nexentis’ ownership of Save Foods (from majority owner to none) and replaces that ownership with an equity stake in Voice Assist, concentrating value in Voice Assist stock and future cash/royalty streams under the Services Agreement. Investors should note the company no longer directly owns Save Foods, will receive limited deferred cash and royalty upside (subject to the stated cap and contractual terms), and now holds a near-20% position in Voice Assist. The filing includes standard representations and warranties and a forward-looking statement notice; review the filed agreements for full terms and risks.